Common use of Closing Documents Clause in Contracts

Closing Documents. Seller shall have delivered, or caused to be delivered, to Purchaser on the Closing Date the following documents: (i) bills of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from the Closing Date, in form and substance reasonably satisfactory to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (iv) 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 Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; and (viii) all Books and Records of the Seller.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills A Secretary's Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to and upon which the PurchaserOriginator, Seller the Purchaser and the Shareholders UBS Warburg LLC (the “Noncompetition Agreements”)"Underwriter") may rely, executed by and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller and each Shareholderunder the laws of Delaware; (ivb) employment agreements and confidentialityAn Opinion of Counsel of the Seller, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingdated the Closing Date, 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 form satisfactory to Purchaserand addressed to the Underwriter; (vc) Secretary’s An Officer's Certificate of Sellerthe Originator, dated the Closing Date, in form and substance reasonably satisfactory to Purchaserand upon which the Seller, duly executed by Seller’s secretarythe Purchaser and the Underwriter 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 its state of incorporation; (vid) Good standing certificates (including tax good standing certificates, if available from such state) dated as An opinion of a date within one week Counsel of the Originator, dated the Closing Date for Seller certified by Date, in form satisfactory to and addressed to the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Underwriter; (viie) Lease assignmentSuch 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, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; andor performance under, this Agreement; (viiif) all Books A letter from Deloitte & Touche, certified public accountants, 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 contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and Records "Description of the SellerMortgage Loans" agrees with the records of the Originator; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officer's Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to and upon which the PurchaserPurchaser and Salomon Smith Bar▇▇▇ ▇▇▇. (▇▇▇ "Representative") may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller and under the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholderlaws of New York; (ivb) employment agreements An Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and confidentiality, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closing, each in substantially upon which 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 the Representative may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (vc) Secretary’s Certificate An Opinion of Counsel of the Seller, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretaryand addressed to the Purchaser and the Representative; (vid) Good standing certificates (including tax An Officer's Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Representative may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing certificates, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by Originator under the Secretary laws of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1California; (viie) Lease assignmentSuch opinions of counsel as the Rating Agencies, landlord consents the Trustee or the Trust Administrator may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; anddelivery of, or performance under, this Agreement; (viiif) all Books and Records A letter from Deloitte & Touche LLP, certified public accountants, 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 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 Loans contained therein) "The Mortgage Pool" agrees with the records of the Seller.;

Closing Documents. Seller The Closing Documents shall have delivered, or caused to be delivered, to Purchaser on consist of the Closing Date the following documentsfollowing: (ia) bills of sale This Agreement duly executed and assignment and assumption agreements, each reasonably satisfactory in form and substance to delivered by the Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Mortgage Loan Seller; (iib) An Officer's Certificate substantially in the Escrow Agreement duly form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to upon which the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller Purchaser and each ShareholderUnderwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (ivc) 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 A certificate of offer letters by other key employees as reasonably requested by Purchaser and reasonably satisfactory to Purchaser; (v) Secretary’s Certificate of Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available regarding the Mortgage Loan Seller from such state) dated as of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority for the State of California, dated not earlier than 30 days prior to the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Closing Date; (viid) Lease assignmentA certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 hereto, landlord consents executed by an executive officer or authorized signatory of the Mortgage Loan Seller and nondisturbance agreements in form dated the Closing Date, and substance reasonably satisfactory to upon which the Purchaser from and each landlord under a lease Underwriter may rely; (e) Written opinions of counsel for the Leased Real PropertyMortgage Loan Seller, in a form reasonably acceptable to counsel for the 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) 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 (viiig) all Books Such further certificates, opinions and Records of documents as the SellerPurchaser may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers' Certificate of sale and assignment and assumption agreementsthe Originator, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to and upon which the Purchaser, Seller Purchaser and the Shareholders Underwriters 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 Delaware and (ii) if the “Noncompetition Agreements”)Class CE Certificates and Class P Certificates are offered on the Closing Date pursuant to a Private Placement Memorandum, executed by Seller the Originator shall deliver an Officer's Certificate stating that the same information contained in such Private Placement Memorandum is true and each Shareholderaccurate in all material respects; (ivb) employment agreements An Officers' Certificate of the Originator, dated the Closing Date, in form satisfactory to and confidentiality, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closing, each in substantially upon which 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 the Underwriters may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Originator to the Purchaser; (vc) Secretary’s Certificate An Opinion of SellerCounsel of the Originator, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretaryand addressed to the Purchaser and the Underwriters; (vid) Good standing certificates (including tax good standing certificates, if available Such opinions of counsel from such state) dated the Purchaser's or Originator's counsel as of a date within one week the Rating Agencies may request in connection with the sale of the Closing Date for Seller certified Mortgage Loans by the Secretary of State Originator to the Purchaser or the Originator's execution and relevant taxing authority of delivery of, or performance under, this Agreement and upon which the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Underwriters may rely; (viie) Lease assignmentA letter from Deloitte & Touche L.L.P., landlord consents certified public accountants, dated the date hereof and nondisturbance agreements 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 form and substance reasonably satisfactory to Purchaser from each landlord the Prospectus Supplement, under a lease for the Leased Real Property; and (viii) all Books and Records captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool", "Yield on the Certificates", "Description of the Seller.Certificates", and "Pooling and Servicing Agreement--The Originator and Master Servicer", agrees with the records of the Originator;

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers’ Certificate of sale the Seller, dated the Closing Date, upon which the Purchaser, ▇▇▇▇▇▇ Brothers Inc. and assignment WaMu Capital Corp. (the “Underwriters”) and assumption agreementsthe NIMS Insurer, each reasonably satisfactory in form if any, may rely and substance to Purchaser attached thereto copies of the certificate of incorporation, bylaws and such other transfer documentation reasonably required by Purchaser(collectivelycertificate of good standing of the Seller under the laws of the State of Delaware; (b) An Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the Underwriters and the NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller (which may be in-house counsel of the Seller), 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 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 “Transfer Documents”) executed by 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; (iif) The Seller shall deliver or make available to the Escrow Agreement duly executed by Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and “Static Pool Information” or for inclusion in other offering materials, such publicly available information regarding the Seller and Washington Mutual Bank, their financial condition, Seller’s underwriting standards, each Shareholder 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 Escrow Agentpool information, as the Underwriters may reasonably request; (iiig) noncompetition, confidentiality and nonsolicitation agreements Letters from at least two nationally recognized statistical rating agencies rating the Offered Certificates (as defined in for a five year period from the Closing Date, in form and substance reasonably satisfactory to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (iv) 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”Prospectus Supplement) and execution of offer letters by other key employees as reasonably requested by Purchaser and reasonably satisfactory to Purchaser; (v) Secretary’s Certificate of Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available a letter from such state) dated as of a date within at least one week of nationally recognized statistical rating agency rating the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real PropertyClass B Certificates; and (viiih) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Underwriters may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills A Secretary's Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to and upon which the PurchaserOriginator, Seller the Purchaser and the Shareholders UBS Securities LLC (the “Noncompetition Agreements”)"Underwriter") may rely, executed by and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller and each Shareholderunder the laws of Delaware; (ivb) employment agreements and confidentialityAn Opinion of Counsel of the Seller, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingdated the Closing Date, 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 form satisfactory to Purchaserand addressed to the Underwriter; (vc) Secretary’s An Officer's Certificate of Sellerthe Originator, dated the Closing Date, in form and substance reasonably satisfactory to Purchaserand upon which the Seller, duly executed by Seller’s secretarythe Purchaser and the Underwriter 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 its state of incorporation; (vid) Good standing certificates (including tax good standing certificates, if available from such state) dated as An opinion of a date within one week Counsel of the Originator, dated the Closing Date for Seller certified by Date, in form satisfactory to and addressed to the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Underwriter; (viie) Lease assignmentSuch 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, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; andor performance under, this Agreement; (viiif) all Books A letter from Deloitte & Touche LLP, certified public accountants, 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 contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and Records "Description of the SellerMortgage Loans" agrees with the records of the Originator; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

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

Closing Documents. Seller The Closing Documents shall have delivered, or caused to be delivered, to Purchaser on consist of the Closing Date the following documentsfollowing: (ia) bills of sale This Agreement duly executed and assignment and assumption agreements, each reasonably satisfactory in form and substance to delivered by the Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Mortgage Loan Seller; (iib) An Officer's Certificate substantially in the Escrow Agreement duly form of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to upon which the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller Purchaser and each ShareholderUnderwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (ivc) 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 A certificate of offer letters by other key employees as reasonably requested by Purchaser and reasonably satisfactory to Purchaser; (v) Secretary’s Certificate of Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available regarding the Mortgage Loan Seller from such state) dated as of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority for the State of Maryland, dated not earlier than 30 days prior to the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Closing Date; (viid) Lease assignmentA certificate of the Mortgage Loan Seller substantially in the form of Exhibit C-2 hereto, landlord consents executed by an executive officer or authorized signatory of the Mortgage Loan Seller and nondisturbance agreements in form dated the Closing Date, and substance reasonably satisfactory to upon which the Purchaser from and each landlord under a lease Underwriter may rely; (e) Written opinions of counsel for the Leased Real PropertyMortgage 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 (viiig) all Books Such further certificates, opinions and Records of documents as the SellerPurchaser may reasonably request.

Closing Documents. Seller The Closing Documents shall have delivered, or caused to be delivered, to Purchaser on consist of the Closing Date the following documentsfollowing: (ia) bills This Agreement and a bill of sale duly executed and assignment and assumption agreements, each reasonably satisfactory in form and substance to delivered by the Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Mo▇▇▇▇ge Loan Seller; (iib) An Officer's Certificate substantially in the Escrow Agreement duly form of Exhibit D hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, and upon which the Purchaser, the Initial Purchasers and each Underwriter may rely, attaching thereto as exhibits the certificate of incorporation 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 Delaware, dated not earlier than 30 days prior to the Closing Date; (d) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and substance reasonably satisfactory 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, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller Initial Purchasers and each ShareholderUnderwriter; (ive) employment agreements and confidentiality, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closing, each in substantially Any other opinions of counsel for the forms attached hereto as Exhibit I (the “Employment Agreements”) and execution of offer letters by other key employees as Mortgage Loan Seller reasonably requested by Purchaser and reasonably satisfactory to Purchaser; (v) Secretary’s Certificate the Rating Agencies in connection with the issuance of Sellerthe Certificates, in form and substance reasonably satisfactory to each of which shall include the Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation Initial Purchasers and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real PropertyUnderwriter as an addressee; and (viiif) all Books Such further certificates, opinions and Records of documents as the SellerPurchaser may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officer’s Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to and upon which the PurchaserPurchaser and Bear, Seller and the Shareholders ▇▇▇▇▇▇▇ & Co. Inc. (the “Noncompetition AgreementsRepresentative”)) may rely, executed by Seller and each Shareholderattached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (ivb) employment agreements An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and confidentialityaddressed to the Purchaser and the Representative; (c) An Officer’s Certificate of the Responsible Party, noncompetition dated the Closing Date, in form satisfactory to and nonsolicitation agreements duly executed upon which the Purchaser and the Representative may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Responsible Party; (d) An Opinion of Counsel of the Responsible Party, dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the 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 officers the Seller to the Purchaser or the Seller’s execution and key employees identified by Purchaser prior delivery of, or performance under, this Agreement; (f) A letter from Deloitte & Touche LLP, certified public accountants, to Closingthe effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, each financial or statistical nature set forth in substantially the forms attached hereto as Exhibit I Purchaser’s prospectus supplement for Series 2005-NC2, dated May 2, 2005 (the “Employment AgreementsProspectus Supplement”) and execution relating to the Offered Certificates contained under the captions “Summary—The Mortgage Loans,” “Risk Factors,” (to the extent of offer letters by other key employees as reasonably requested by Purchaser and reasonably satisfactory to Purchaser; (vinformation concerning the Mortgage Loans contained therein) Secretary’s Certificate of Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week “The Mortgage Pool” agrees with the records of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real PropertyOriginator; and (viiig) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Representative may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officer’s Certificate of sale the Seller, dated the Closing Date, upon which the Purchaser, WaMu Capital Corp. (“WCC”) and assignment Banc of America Securities LLC (“Banc of America,” and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectivelytogether with WCC, the “Transfer DocumentsUnderwriters”) executed by and the NIMS Insurer, if any, may rely and attached thereto copies of the federal charter, bylaws and OTS certificate of existence of the Seller; (iib) An Officer’s Certificate of the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form upon which the Purchaser, the Underwriters and substance reasonably satisfactory the NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller (which may be in-house counsel of the Seller), dated the Closing Date and addressed to the Purchaser, Seller the Underwriters and the Shareholders (the “Noncompetition Agreements”)NIMS Insurer, executed by Seller and each Shareholderif any; (ivd) employment agreements 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 confidentialitydelivery of, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingor performance under, 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 Purchaserthis Agreement; (ve) Secretary’s Certificate 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, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vif) Good standing certificates (including tax good standing certificatesThe Seller shall deliver or make available to the Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and “Static Pool Information” or for inclusion in other offering materials, if such publicly available from such state) dated 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 of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Underwriters may reasonably request; (viig) Lease assignment, landlord consents and nondisturbance agreements Letters from at least two nationally recognized statistical rating agencies rating the Offered Certificates (as defined in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real PropertyProspectus Supplement); and (viiih) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Underwriters may reasonably request.

Closing Documents. Seller The Closing Documents shall have delivered, or caused to be delivered, to Purchaser on consist of the Closing Date the following documentsfollowing: (ia) bills of sale This Agreement duly executed and assignment and assumption agreements, each reasonably satisfactory in form and substance to delivered by the Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Mortgage Loan Seller; (iib) An Officer's Certificate substantially in the Escrow Agreement duly form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to upon which the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller Purchaser and each ShareholderUnderwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (ivc) 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 A certificate of offer letters by other key employees as reasonably requested by Purchaser and reasonably satisfactory to Purchaser; (v) Secretary’s Certificate of Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available regarding the Mortgage Loan Seller from such state) dated as of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority for the State of Maryland, dated not earlier than 30 days prior to the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Closing Date; (viid) Lease assignmentA certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 hereto, landlord consents executed by an executive officer or authorized signatory of the Mortgage Loan Seller and nondisturbance agreements in form dated the Closing Date, and substance reasonably satisfactory to upon which the Purchaser from and each landlord under a lease Underwriter may rely; (e) Written opinions of counsel for the Leased Real PropertyMortgage 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 (viiig) all Books Such further certificates, opinions and Records of documents as the SellerPurchaser may reasonably request.

Closing Documents. Seller The Closing Documents shall have delivered, or caused to be delivered, to Purchaser on consist of the Closing Date the following documentsfollowing: (i) bills The [Transfer] [Pooling] and Servicing Agreement, dated as of sale the Cut-off Date, substantially in the form of Exhibit 1 hereto and assignment with such further changes therein as the Seller and assumption agreementsthe Purchaser shall mutually agree to, each reasonably satisfactory in form and substance together with all documents required to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller;be delivered thereunder; and (ii) With respect to the Escrow Agreement duly executed by Mortgage Loans: (1) An Officer’s Certificate of the Seller, each Shareholder dated the Closing Date, upon which the Purchaser and [ ] (the “Underwriters”) may rely, in the form of Exhibit 2 hereto, and attached thereto a certified copy of the resolutions of the board of directors of the Seller, together with copies of the Seller’s [organizational documents], and a certificate of good standing of the Seller from the Secretary of State of the State of [ ]; (2) An Officer’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Escrow AgentUnderwriters may rely, in the form of Exhibit 3 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (3) An Opinion of Counsel of the Seller (who may be in-house counsel of the Seller), dated the Closing Date and addressed to the Purchaser and the Underwriters, substantially in the form attached hereto as Exhibit 4; (4) 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 as the Rating Agencies or the Indenture Trustee may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement or the [Transfer] [Pooling] and Servicing Agreement; and (6) Such further information, certificates, opinions and documents as the Purchaser or Underwriters may reasonably request. (iii) noncompetitionSuch additional documentation as is required to be delivered under the Underwriting Agreement dated [ ] among the Seller, confidentiality and nonsolicitation agreements in for a five year period from the Closing Date, in form and substance reasonably satisfactory to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (iv) 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 Seller[ ], in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week representative of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; and (viii) all Books and Records of the SellerUnderwriters.

Closing Documents. (a) At the Closing, as a condition of Buyer's obligation to close hereunder, Seller shall have delivered, deliver or caused cause to be delivered, to Purchaser on delivered the Closing Date the following documentsfollowing: (i) bills The Deed, executed by Seller, covering the Real Property (and separate quitclaim deeds to the Real Property utilizing new ALTA survey descriptions, if requested); (ii) The Bills of sale and assignment and assumption agreementsSale executed by Seller covering the Personal Property; (iii) The Assignments, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from the Closing Date, in form and substance reasonably satisfactory to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (iv) employment agreements As many signed originals (or true and confidentialitycorrect copies of same) of the Contracts, noncompetition Leases, Licenses, and nonsolicitation agreements duly executed other items covered by officers and key employees identified by Purchaser prior to Closing, each the Assignments as are in substantially the forms attached hereto as Exhibit I (the “Employment Agreements”) and execution possession or control of offer letters by other key employees as reasonably requested by Purchaser and reasonably satisfactory to PurchaserSeller; (v) Secretary’s Certificate All machinery and/or equipment operating manuals, technical data and other documentation relating to the building systems and equipment, and all machinery, equipment and other building warranties and guarantees, if any, but only to the extent that any of the same are in the possession or control of Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificatesAll master and duplicate keys, if available from such state) dated as combinations and codes to all locks and security devices for the Improvements which are in the possession or control of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Seller; (vii) Lease assignment, landlord consents and nondisturbance agreements Written notice from Seller or Seller's managing agent to each Tenant in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for Buyer stating that the Leased Real Property; andProperty 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) all Books Non-foreign person certification in the form attached hereto as Exhibit "J"; (ix) All building records and Records Tenant lease files with respect to the Real Property which are in the possession of 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 three (3) years, together with proof of payment thereof (to the extent same have been paid); (xi) All plans, specifications, as-built drawings, surveys, site plans, and final, written reports of architects, engineers and surveyors, and any other Personal Property forming part of the Property or any portion thereof, but only to the extent that the same exist and are in the possession of Seller or any property manager controlled by Seller.; (xii) An affidavit or affidavits of title in favor of the Title Insurer on the form used by such Title Insurer, in form reasonably acceptable to Seller to enable the Title Insurer to issue the Commitments described in Paragraph 5(b)(i). Buyer shall require affirmative endorsements against mechanic's liens, consistent with Seller's obligations under Paragraph 5(b)(iii), above; (xiii) A letter, from the New Jersey Department of Environmental Protection or its successor ("NJDEP") stating that the provisions of the Industrial Site Recovery Act, N.J.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills A Secretary's Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to and upon which NC Capital, the Purchaser, Seller Purchaser and the Shareholders UBS Securities LLC (the “Noncompetition AgreementsUnderwriter”)) may rely, executed by and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller and each Shareholderunder the laws of Delaware; (ivb) employment agreements and confidentialityAn Opinion of Counsel of the Seller, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingdated the Closing Date, 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 form satisfactory to Purchaserand addressed to the Underwriter; (vc) Secretary’s An Officer's Certificate of SellerNC Capital, dated the Closing Date, in form and substance reasonably satisfactory to Purchaserand upon which the Seller, duly executed by Seller’s secretarythe Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of NC Capital under the laws of its state of incorporation; (vid) Good standing certificates (including tax good standing certificatesAn opinion of Counsel of NC Capital, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by Date, in form satisfactory to and addressed to the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Underwriter; (viie) Lease assignmentSuch 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, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; andor performance under, this Agreement; (viiif) all Books A letter from Deloitte & Touche LLP, certified public accountants, 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, contained under the captions “Summary—Mortgage Loans,” “Risk Factors,” (to the extent of information concerning the Mortgage Loans contained therein) and Records “Description of the SellerMortgage Loans” agrees with the records of NC Capital; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officer’s Certificate of sale the Seller, dated the Closing Date, upon which the Purchaser, WaMu Capital Corp. (“WCC”) and assignment ▇▇▇▇▇▇ Brothers Inc. (“▇▇▇▇▇▇,” and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectivelytogether with WCC, the “Transfer DocumentsUnderwriters”) executed by and the NIMS Insurer, if any, may rely and attached thereto copies of the federal charter, bylaws and OTS certificate of existence of the Seller; (iib) An Officer’s Certificate of the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form upon which the Purchaser, the Underwriters and substance reasonably satisfactory the NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller (which may be in-house counsel of the Seller), dated the Closing Date and addressed to the Purchaser, Seller the Underwriters and the Shareholders (the “Noncompetition Agreements”)NIMS Insurer, executed by Seller and each Shareholderif any; (ivd) employment agreements 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 confidentialitydelivery of, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingor performance under, 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 Purchaserthis Agreement; (ve) Secretary’s Certificate 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, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vif) Good standing certificates (including tax good standing certificatesThe Seller shall deliver or make available to the Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and “Static Pool Information” or for inclusion in other offering materials, if such publicly available from such state) dated 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 of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Underwriters may reasonably request; (viig) Lease assignment, landlord consents and nondisturbance agreements Letters from at least two nationally recognized statistical rating agencies rating the Offered Certificates (as defined in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real PropertyProspectus Supplement); and (viiih) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Underwriters may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 7 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers’ Certificate of sale and assignment and assumption agreementsthe Seller, each reasonably satisfactory in form and substance to dated the Closing Date, upon which the Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, Citigroup Global Markets Inc. (the “Transfer DocumentsUnderwriter”) executed by may rely, in a form acceptable to the Purchaser; (b) A Secretary’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller; (iic) An Opinion of Counsel of the Escrow Agreement duly executed by Seller, each Shareholder dated the Closing Date and addressed to the Purchaser and the Escrow AgentUnderwriter, in a form acceptable to the Purchaser; (iiid) noncompetitionAn Officers’ Certificate of each Originator, confidentiality and nonsolicitation agreements in for a five year period from 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 substance reasonably satisfactory the Underwriter may rely, in a form acceptable to the Purchaser, Seller and attached thereto copies of the Shareholders (certificate of incorporation, by-laws and certificate of good standing of the “Noncompetition Agreements”), executed by Seller and each ShareholderOriginator; (ivf) employment agreements 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 confidentialitydelivery of, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingor performance under, 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 Purchaserthis Agreement; (vg) SecretaryA 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 Certificate Prospectus Supplement, dated August 30, 2005, agrees with the records of the Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vih) Good standing certificates (including tax good standing certificatesLetters from certified public accountants for each Originator, if available from such state) dated the date hereof and to the effect that they have performed certain specified procedures as a result of a date within one week which they determined that certain information of an accounting, 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 Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real PropertyServicer; and (viiii) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Underwriter may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers' Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, upon which the Originator, the Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. (the "Underwriter") may rely, in the form of Exhibit 1 hereto, and substance reasonably satisfactory 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 Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and the Underwriter may rely, in the form of Exhibit 2 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (ivc) employment agreements An Opinion of Counsel of the Seller, dated the Closing Date and confidentialityaddressed to the Originator, noncompetition the Purchaser and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingthe Underwriter, each substantially in substantially the forms form 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 Purchaser3; (vd) Secretary’s 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 substance reasonably satisfactory to Purchaserattached thereto copies of the certificate of incorporation, duly executed by Seller’s secretaryby- laws and certificate of good standing of the Originator under the laws of its state of incorporation; (vie) Good standing certificates (including tax good standing certificatesAn opinion of Counsel of the Originator, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by and addressed to the Secretary of State Seller, the Purchaser and relevant taxing authority of the state of its incorporation and each of Underwriter substantially in the states set forth opposite its name on Schedule 4.1form attached hereto as Exhibit 5; (viif) Lease assignmentSuch 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, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; andor performance under, this Agreement; (viiig) all Books 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 Records Servicing Agreement--The Master Servicers--New Century Mortgage Corporation" agrees with the records of the Master Servicer; (h) Such information 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", or for inclusion in other offering material such publicly available information regarding the Originator, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information as the Seller may reasonably request and as the Originator shall be capable of providing without unreasonable expense; (i) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions "Summary of Prospectus Supplement--The Mortgage Loans", "Risk Factors", "The Mortgage Pool", "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Seller.; and

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers' Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, upon which the Originator, the Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. Inc (the "Underwriter") may rely, in the form of Exhibit 2 hereto, and substance reasonably satisfactory 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 Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit 3 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (ivc) employment agreements An Opinion of Counsel of the Seller, dated the Closing Date and confidentialityaddressed to the Originator, noncompetition the Purchaser and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingthe Underwriter, each substantially in substantially the forms form 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 Purchaser4; (vd) Secretary’s 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 substance reasonably satisfactory to Purchaserattached thereto copies of the certificate of incorporation, duly executed by Seller’s secretaryby-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (vie) Good standing certificates (including tax good standing certificatesAn opinion of Counsel of the Originator, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by and addressed to the Secretary of State Seller, the Purchaser and relevant taxing authority of the state of its incorporation and each of Underwriter substantially in the states set forth opposite its name on Schedule 4.1form attached hereto as Exhibit 6; (viif) Lease assignmentSuch 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, landlord consents or performance under, this Agreement; (g) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and nondisturbance agreements 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 form the Purchaser's Prospectus Supplement, dated June 23, 1999 in the Summary under the subheading "The Mortgage Loans" and substance reasonably satisfactory 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 Purchaser 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 each landlord 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 a lease for the Leased Real Propertycaptions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Seller; and (viiij) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Underwriter may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officer's Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to and upon which the Purchaser, Seller Purchaser and the Shareholders Citigroup Global Markets Inc. (the “Noncompetition Agreements”)"Representative") may rely, executed by Seller and each Shareholderattached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (ivb) employment agreements An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and confidentiality, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior addressed 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 Purchaserthe Representative; (vc) Secretary’s An Officer's Certificate of Sellerthe Responsible Party, dated the Closing Date, in form and substance reasonably satisfactory to Purchaserand upon which the Purchaser and the Representative may rely, duly executed by Seller’s secretaryand attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Responsible Party; (vid) Good standing certificates (including tax good standing certificates, if available from such state) dated as An Opinion of a date within one week Counsel of the Responsible Party, dated the Closing Date for Seller certified by Date, in form satisfactory to and addressed to the Secretary of State Purchaser and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Representative; (viie) Lease assignmentSuch 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, landlord consents and nondisturbance agreements or performance under, this Agreement; (f) A letter from Deloitte & Touche LLP, certified public accountants, 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 form and substance reasonably satisfactory the Purchaser's prospectus supplement for Series 2005-NC1, dated February 1, 2005 (the "Prospectus Supplement") relating to Purchaser from each landlord the Offered Certificates contained under a lease for the Leased Real Propertycaptions "Summary--The Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) "The Mortgage Pool" agrees with the records of the Originator; and (viii) all Books and Records of the Seller.

Closing Documents. Seller Without limiting the generality of ----------------- Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers' Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, upon which the Originator, the Purchaser, MBIA Insurance Corporation ("MBIA") and Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit 3 hereto, and substance reasonably satisfactory 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 Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, MBIA and the Underwriter may rely, in the form of Exhibit 4 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (ivc) employment agreements An Opinion of Counsel of the Seller, dated the Closing Date and confidentialityaddressed to the Originator, noncompetition the Purchaser, MBIA and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingthe Underwriter, each substantially in substantially the forms form 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 Purchaser5; (vd) Secretary’s An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, in form and substance reasonably satisfactory to the Purchaser, duly executed by Seller’s secretaryMBIA 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; (vie) Good standing certificates (including tax good standing certificatesAn opinion of Counsel of the Originator, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by and addressed to the Secretary of State Seller, the Purchaser, MBIA and relevant taxing authority of the state of its incorporation and each of Underwriter, substantially in the states set forth opposite its name on Schedule 4.1form attached hereto as Exhibit 7; (viif) Lease assignmentSuch 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, landlord consents or performance under, this Agreement; (g) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and nondisturbance agreements 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 form the Purchaser's Prospectus Supplement, dated January 22, 1997 in the Summary under the subheading "The Mortgage Pool" and substance reasonably satisfactory 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 Purchaser 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 each landlord 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 a lease for the Leased Real Propertycaptions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Seller; and (viiij) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser, MBIA or the Underwriter may reasonably request.

Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto: (b) This Agreement, duly executed and delivered by the Purchaser and the Seller, and the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other parties thereto; and (c) An Officer's Certificate executed by an authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and (d) Certificate of good standing regarding the Seller shall have deliveredfrom Comptroller of the Currency, dated not earlier than 30 days prior to the Closing Date; and (e) A certificate of the Seller, executed by an executive officer or caused authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely to the effect that (i) the representations and warranties of the Seller in the Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under the Agreement to be deliveredperformed or satisfied at or prior to the date hereof; and (f) A written opinion of counsel for the Seller, subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller each as reasonably acceptable to counsel for the Purchaser on and the Underwriters, dated the Closing Date and addressed to the following documents:Purchaser, the Underwriters, the Trustee and each Rating Agency any other opinions of counsel for the Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates; and (g) Any other opinions of counsel for the Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates; and (h) Such further certificates, opinions and documents as the Purchaser may reasonably request; and (i) bills The Indemnification Agreement, duly executed by the respective parties thereto; and (j) One or more comfort letters from the Accountants dated the date of sale any preliminary Prospectus Supplement, Prospectus Supplement and assignment Memoranda, respectively, and assumption agreementsaddressed to, each reasonably satisfactory and in form and substance acceptable to the Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) Underwriters in the Escrow Agreement duly executed by Seller, each Shareholder case of the preliminary Prospectus Supplement and the Escrow Agent; (iii) noncompetitionProspectus Supplement and to the Purchaser and the Placement Agent in the case of the Memoranda stating in effect that, confidentiality using the assumptions and nonsolicitation agreements in for a five year period from the Closing Date, in form and substance reasonably satisfactory to methodology used by the Purchaser, Seller all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Shareholders (Memoranda, compared the “Noncompetition Agreements”)results of their calculations to the corresponding items in any preliminary Prospectus Supplement, executed by Seller the Prospectus Supplement and the Memoranda, respectively, and found each Shareholder; (iv) employment agreements such number 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 Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states percentage set forth opposite its name on Schedule 4.1; (vii) Lease assignmentin any preliminary Prospectus Supplement, landlord consents the Prospectus Supplement and nondisturbance agreements the Memoranda, respectively, to be in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for agreement with the Leased Real Property; and (viii) all Books and Records results of the Sellersuch calculations.

Closing Documents. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Seller shall have delivered, deliver or caused cause to be delivered, delivered to Purchaser on the Closing Date the following documentsBuyer: (i) bills a ▇▇▇▇ of sale Sale and assignment Assignment and assumption agreements, each reasonably satisfactory Assumption Agreement in the form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, attached hereto as Exhibit D (the “Transfer Documents▇▇▇▇ of Sale”) executed by Seller; (ii) for the Escrow Agreement duly Real Property identified on Schedule 5.3, a special warranty deed, in the form of Exhibit E or such other appropriate document or instrument of transfer in form and substance satisfactory to Buyer and its counsel and executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetitiona Lease Agreement, confidentiality in the form attached hereto as Exhibit F (the “Lease Agreement”) executed by Seller; (iv) a Consulting Agreement, in the form attached hereto as Exhibit G (the “Consulting Agreement”) executed by Seller; (v) assignments of all Intellectual Property Assets in a form reasonably acceptable to Buyer and nonsolicitation agreements in for a five year period from the Closing DateSeller, executed by Seller; (vi) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance reasonably satisfactory to Buyer and executed by Seller; (vii) releases of all Encumbrances, if any, on any of the PurchaserAssets (other than Permitted Encumbrances); (viii) a certificate of the Secretary or Assistant Secretary of Seller, dated as of the date hereof, certifying (A) the incumbency of the Persons authorized to execute the transaction documents on behalf of Seller, (B) the resolutions duly adopted by the board of directors of Seller authorizing and approving the execution, delivery and performance of this Agreement and the Shareholders consummation of the transactions contemplated hereby, and (C) that such resolutions have not been rescinded or modified and remain in full force and effect as of the “Noncompetition Agreements”)Closing Date; (ix) a Certificate of Good Standing of Seller, certified by the Kansas Secretary of State, dated no earlier than ten (10) days prior to the Closing Date; and (x) the certificate required by Sections 9.2 and 9.3 executed by Seller. (b) Buyer shall deliver to Seller (or to others as specified): (i) the Purchase Price by wire transfer to an account specified by Seller in a writing delivered to Buyer prior to the Closing Date; (ii) the ▇▇▇▇ of Sale and each ShareholderAssignment and Assumption Agreement executed by Buyer; (iii) the Lease Agreement executed by Buyer; (iv) employment agreements and confidentiality, noncompetition and nonsolicitation agreements duly the Consulting Agreement 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 PurchaserBuyer; (v) Secretary’s Certificate a certificate of Sellerthe Secretary or Assistant Secretary of Buyer, dated as of the Closing Date, certifying (A) the incumbency of the Persons authorized to execute the transaction documents on behalf of Buyer, (B) the resolutions duly adopted by the Board of Managers of Buyer authorizing and approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and (C) that such resolutions have not been rescinded or modified and remain in form full force and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretaryeffect as of the Closing Date; (vi) a Certificate of Good standing certificates (including tax good standing certificatesStanding of Buyer, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by the Delaware Secretary of State and relevant taxing authority of State, dated no earlier than ten (10) days prior to the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1;Closing; and (vii) Lease assignment, landlord consents the certificate required by Sections 10.1 and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; and (viii) all Books and Records of the Seller10.2 executed by Buyer.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills A Secretary's Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to and upon which the PurchaserOriginator, Seller the Purchaser and the Shareholders UBS Securities LLC (the “Noncompetition Agreements”)"Underwriter") may rely, executed by and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller and each Shareholderunder the laws of Delaware; (ivb) employment agreements and confidentialityAn Opinion of Counsel of the Seller, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingdated the Closing Date, 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 form satisfactory to Purchaserand addressed to the Underwriter; (vc) Secretary’s An Officer's Certificate of Sellerthe Originator, dated the Closing Date, in form and substance reasonably satisfactory to Purchaserand upon which the Seller, duly executed by Seller’s secretarythe Purchaser and the Underwriter 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 its state of incorporation; (vid) Good standing certificates (including tax good standing certificates, if available from such state) dated as An opinion of a date within one week Counsel of the Originator, dated the Closing Date for Seller certified by Date, in form satisfactory to and addressed to the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Underwriter; (viie) Lease assignmentSuch opinions of counsel as the Rating Agencies, landlord consents Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; anddelivery of, or performance under, this Agreement; (viiif) all Books A letter from Deloitte & Touche, certified public accountants, 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 contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and Records "Description of the Seller.Mortgage Loans" agrees with the records of the Originator;

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers' Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form upon which the Purchaser, Credit Suisse First Boston LLC and substance reasonably satisfactory WaMu Capital Corp. (the "Underwriters") and the NIMS 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 Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the Underwriters and the NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller (which may be in-house counsel of the Seller), dated the Closing Date and addressed to the Purchaser, Seller the Underwriters and the Shareholders (the “Noncompetition Agreements”)NIMS Insurer, executed by Seller and each Shareholderif any; (ivd) employment agreements 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 confidentialitydelivery of, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingor performance under, 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 Purchaserthis Agreement; (ve) Secretary’s Certificate 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 Sellerwhich they determined that certain information of an accounting, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states financial or statistical nature set forth opposite its name on Schedule 4.1; (vii) Lease assignmentin the Prospectus Supplement under the captions "Summary of Terms--Mortgage Loans", landlord consents "Risk Factors", "The Mortgage Pool" and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for "Long Beach Mortgage Company" agrees with the Leased Real Property; and (viii) all Books and Records records of the Seller.;

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers' Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, upon which the Purchaser and Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit 1 hereto, and substance reasonably satisfactory 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 Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit 2 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (ivc) employment agreements An Opinion of Counsel of the Seller, dated the Closing Date and confidentialityaddressed to the Purchaser and the Underwriter, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closing, each substantially in substantially the forms form 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 Purchaser3; (vd) Secretary’s Certificate 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, in form and substance reasonably satisfactory to Purchaseror performance under, duly executed by Seller’s secretarythis Agreement; (vie) Good standing certificates (including tax good standing certificatesA letter from KPMG Peat Marwick, if available from such state) L.L.P., certified public accountants, dated the date hereof, to the effect that they have performed certain specified procedures as a result of a date within one week 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 Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real PropertySeller; and (viiif) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Underwriter may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officer's Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to and upon which the Purchaser, Seller Purchaser and the Shareholders Citigroup Global Markets Inc. (the “Noncompetition Agreements”)"Representative") may rely, executed by Seller and each Shareholderattached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (ivb) employment agreements An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and confidentiality, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior addressed 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 Purchaserthe Representative; (vc) Secretary’s An Officer's Certificate of Sellerthe Responsible Party, dated the Closing Date, in form and substance reasonably satisfactory to Purchaserand upon which the Purchaser and the Representative may rely, duly executed by Seller’s secretaryand attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Responsible Party; (vid) Good standing certificates (including tax good standing certificates, if available from such state) dated as An Opinion of a date within one week Counsel of the Responsible Party, dated the Closing Date for Seller certified by Date, in form satisfactory to and addressed to the Secretary of State Purchaser and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Representative; (viie) Lease assignmentSuch 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, landlord consents and nondisturbance agreements or performance under, this Agreement; (f) A letter from Deloitte & Touche LLP, certified public accountants, 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 form and substance reasonably satisfactory the Purchaser's prospectus supplement for Series 2005-OPT2, dated February 1, 2005 (the "Prospectus Supplement") relating to Purchaser from each landlord the Offered Certificates contained under a lease for the Leased Real Propertycaptions "Summary--The Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) "The Mortgage Pool" agrees with the records of the Responsible Party; and (viii) all Books and Records of the Seller.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers' Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, upon which the Purchaser, Financial Security Assurance Inc. ("FSA") and Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit 1 hereto, and substance reasonably satisfactory 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 Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, FSA and the Underwriter may rely, in the form of Exhibit 2 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date and addressed to the Purchaser, Seller FSA and the Shareholders (Underwriter, substantially in the “Noncompetition Agreements”), executed by Seller and each Shareholder; (iv) 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 form 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 Purchaser3; (vd) Secretary’s Certificate 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, in form and substance reasonably satisfactory to Purchaseror performance under, duly executed by Seller’s secretarythis Agreement; (vie) Good standing certificates (including tax good standing certificatesA letter from KPMG Peat Marwick, if available from such state) L.L.P., certified public accountants, dated the date hereof, to the effect that they have performed certain specified procedures as a result of a date within one week which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated June 26, 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 Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real PropertySeller; and (viiif) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Underwriter may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officer’s Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to and upon which the Purchaser, Seller Purchaser and the Shareholders Citigroup Global Markets Inc. (the “Noncompetition AgreementsRepresentative”)) may rely, executed by Seller and each Shareholderattached thereto copies of the certificate of formation, limited partnership agreement and certificate of good standing of the Seller; (ivb) employment agreements An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and confidentialityaddressed to the Purchaser and the Representative; (c) An Officer’s Certificate of RFC, noncompetition dated the Closing Date, in form satisfactory to and nonsolicitation agreements duly executed upon which the Purchaser and the Representative may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of RFC; (d) Such opinions of counsel of RFC required by officers the Whole Loan Agreement; (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 key employees identified by Purchaser prior delivery of, or performance under, this Agreement; (f) A letter from Deloitte & Touche LLP, certified public accountants, to Closingthe effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, each financial or statistical nature set forth in substantially the forms attached hereto as Exhibit I Purchaser’s prospectus supplement for Series 2007-RFC1, dated January 22, 2007 (the “Employment AgreementsProspectus 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 Loans contained therein) and execution of offer letters by other key employees as reasonably requested by Purchaser and reasonably satisfactory to Purchaser; (v) Secretary’s Certificate of Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week “Description of the Closing Date for Seller certified by Mortgage Pool” agrees with the Secretary records of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real PropertyRFC; and (viiig) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Representative may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers’ Certificate of sale the Seller, dated the Closing Date, upon which the Purchaser, Greenwich Capital Markets, Inc. (“GCM”), WaMu Capital Corp. (“WCC”) and assignment ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. (“GS” and assumption agreements, each reasonably satisfactory in form collectively with GCM and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectivelyWCC, the “Transfer DocumentsCo-Representatives”) executed and the NIMS 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 Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the Co-Representatives and the NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller (which may be in-house counsel of the Seller), 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 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 Mortgage Pool” and “Long Beach Mortgage Company” agrees with the records of the Seller; (iif) The Seller shall deliver to the Escrow Agreement duly executed by 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, each Shareholder its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the Escrow Agentpool information, as the Co-Representatives may reasonably request; (iiig) noncompetition, confidentiality and nonsolicitation agreements Letters from at least two nationally recognized statistical rating agencies rating the Offered Certificates (as defined in for a five year period from the Closing Date, in form and substance reasonably satisfactory to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (iv) 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”Prospectus Supplement) and execution of offer letters by other key employees as reasonably requested by Purchaser and reasonably satisfactory to Purchaser; (v) Secretary’s Certificate of Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available a letter from such state) dated as of a date within at least one week of nationally recognized statistical rating agency rating the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real PropertyClass B-1 Certificates; and (viiih) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Co-Representatives may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers' Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, upon which the Originator, the Purchaser and Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit 1 hereto, and substance reasonably satisfactory 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 Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit 2 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (ivc) employment agreements An Opinion of Counsel of the Seller, dated the Closing Date and confidentialityaddressed to the Originator, noncompetition the Purchaser and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingthe Underwriter, each substantially in substantially the forms form 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 Purchaser3; (vd) Secretary’s 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 substance reasonably satisfactory to Purchaserattached thereto copies of the certificate of incorporation, duly executed by Seller’s secretaryby- laws and certificate of good standing of the Originator under the laws of its state of incorporation; (vie) Good standing certificates (including tax good standing certificatesAn opinion of Counsel of the Originator, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by and addressed to the Secretary of State Seller, the Purchaser and relevant taxing authority of the state of its incorporation and each of Underwriter substantially in the states set forth opposite its name on Schedule 4.1form attached hereto as Exhibit 5; (viif) Lease assignmentSuch 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, landlord consents and nondisturbance agreements 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 form and substance reasonably satisfactory to Purchaser from each landlord the Purchaser's Prospectus Supplement, dated July 23, 1998, under a lease the captions "Summary -- The Mortgage Pool," "Risk Factors-- Additional Risks Associated with the Mortgage Loans" (except for the Leased Real Propertythird 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-OPT1, 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 July 23, 1998 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Seller; and (viiij) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Underwriter may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers’ Certificate of sale the Seller, dated the Closing Date, upon which the Purchaser, Greenwich Capital Markets, Inc. (“Greenwich”) and assignment WaMu Capital Corp. (“WCC”, and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectivelytogether with Greenwich, the “Transfer DocumentsCo-Representatives”) executed and the NIMS 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 Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the Co-Representatives and the NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller (which may be in-house counsel of the Seller), 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 Trust Swap Agreement 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; (iif) The Seller shall deliver or make available to the Escrow Agreement duly executed by Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and “Static Pool Information” or for inclusion in other offering materials, such publicly available information regarding the Seller and Washington Mutual Bank, their financial condition, Seller’s underwriting standards, each Shareholder 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 Escrow Agentpool information, as the Co-Representatives may reasonably request; (iiig) noncompetition, confidentiality and nonsolicitation agreements Letters from at least two nationally recognized statistical rating agencies rating the Offered Certificates (as defined in for a five year period from the Closing Date, in form and substance reasonably satisfactory to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (iv) 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”Prospectus Supplement) and execution of offer letters by other key employees as reasonably requested by Purchaser and reasonably satisfactory to Purchaser; (v) Secretary’s Certificate of Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available a letter from such state) dated as of a date within at least one week of nationally recognized statistical rating agency rating the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real PropertyClass B Certificates; and (viiih) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Co-Representatives may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officer's Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to and upon which the PurchaserPurchaser and Salomon Smith Bar▇▇▇ ▇▇▇. (▇▇▇ "Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller and under the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholderlaws of New York; (ivb) employment agreements An Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and confidentiality, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closing, each in substantially upon which 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 the Underwriter may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (vc) Secretary’s Certificate An Opinion of Counsel of the Seller, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretaryand addressed to the Purchaser and the Underwriter; (vid) Good standing certificates (including tax good standing certificatesSuch opinions of counsel as the Rating Agencies, if available from such state) dated as of a date within one week the Trustee or the Trust Administrator may request in connection with the sale of the Closing Date for Seller certified Mortgage Loans by the Secretary of State Seller to the Purchaser or the Seller's execution and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1delivery of, or performance under, this Agreement; (viie) Lease assignmentA letter from Deloitte & Touche LLP, landlord consents certified public accountants, 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 for Series 2001-1, dated November 8, 2001 (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 Loans contained therein) "The Mortgage Pool" (except with respect to the information contained under the caption "The Mortgage Pool--Underwriting Standards of the Originators and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for Representations Concerning the Leased Real Property; and (viiiMortgage Loans") all Books and Records agrees with the records of the Seller.;

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An officers’ certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to and upon which the Purchaser, Seller Purchaser and the Shareholders Underwriters may rely, and attached thereto copies of the certificate of formation, limited liability agreement and certificate of good standing of the Seller under the laws of Delaware and stating that the information contained in the Prospectus Supplement, relating to the Mortgage Loans and the Seller, and the applicable loan portfolio, is true and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) if any of the “Noncompetition Agreements”)Certificates are offered on the Closing Date pursuant to a private placement memorandum, executed by the Seller shall deliver an Officer’s Certificate stating that the same information contained in such private placement memorandum is true and each Shareholderaccurate in all material respects; (ivb) employment agreements An officers’ certificate of the Seller, dated the Closing Date, in form satisfactory to and confidentiality, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closing, each in substantially upon which 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 the Underwriters may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (vc) Secretary’s Certificate An opinion of counsel to the Seller, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretaryand addressed to the Purchaser and the Underwriters; (vid) Good standing certificates (including tax good standing certificates, if available Such opinions of counsel from such state) dated the Purchaser’s or Seller’s counsel as of a date within one week the Rating Agencies may request in connection with the sale of the Closing Date for Mortgage Loans by WMC to the Seller certified and by the Secretary of State Seller to the Purchaser or the Seller’s execution and relevant taxing authority of delivery of, or performance under, this Agreement and upon which the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Underwriters may rely; (viie) Lease assignmentThe Seller shall deliver or cause to be delivered for inclusion in the Prospectus Supplement under the caption “Pooling and Servicing Agreement—The Mortgage Loan Seller” or for inclusion in other offering material such publicly available information regarding WMC’s financial condition, landlord consents underwriting standards, lending activities and nondisturbance agreements in form loan sales, production, and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Propertyservicing and collection practices, and any similar nonpublic, unaudited financial information; and (viiif) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Underwriters may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers' Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, upon which the Originator, the Purchaser and Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit 3 hereto, and substance reasonably satisfactory 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 Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit 4 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (ivc) employment agreements An Opinion of Counsel of the Seller, dated the Closing Date and confidentialityaddressed to the Originator, noncompetition the Purchaser and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingthe Underwriter, each substantially in substantially the forms form 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 Purchaser5; (vd) Secretary’s 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 substance reasonably satisfactory to Purchaserattached thereto copies of the certificate of incorporation, duly executed by Seller’s secretaryby-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (vie) Good standing certificates (including tax good standing certificatesAn opinion of Counsel of the Originator, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by and addressed to the Secretary of State Seller, the Purchaser and relevant taxing authority of the state of its incorporation and each of Underwriter substantially in the states set forth opposite its name on Schedule 4.1form attached hereto as Exhibit 7; (viif) Lease assignmentSuch 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, landlord consents or performance under, this Agreement; (g) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and nondisturbance agreements 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 form the Purchaser's Prospectus Supplement, dated November 20, 1997 in the Summary under the subheading "The Mortgage Pool" and substance reasonably satisfactory under the captions "The Mortgage Pool" and "Pooling and Servicing Agreement-- The Originator and Master Servicer" and "--The Subservicer", agrees with the records of the Originator; (h) The Originator shall deliver to Purchaser the Seller for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, Inc., Asset-Backed Floating Rate Certificates, Series 1997-LB5, under the captions "The Mortgage Pool-- Underwriting Standards; Representations" and "Pooling and Servicing Agreement-- The Originator and Master Servicer", or for inclusion in other offering material such publicly available information regarding the Originator, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; (i) A letter from each landlord Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated November 20, 1997 under a lease for the Leased Real Propertycaptions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Seller; and (viiij) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Underwriter may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (i) bills An Officers' Certificate of sale the Seller and assignment and assumption agreementsMaster Servicer, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form satisfactory to and substance reasonably upon which the Purchaser and the Underwriters may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in the Prospectus Supplement and the Information Circular, relating to the Mortgage Loans, the Seller and Master Servicer, and the applicable loan portfolio, is true and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) if any of the Non-Offered Certificates are offered on the Closing Date pursuant to a private placement memorandum, the Seller shall deliver an Officer's Certificate stating that the same information contained in such private placement memorandum is true and accurate in all material respects; (b) An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the Purchaser, the Guarantor and the Underwriters; (d) Such opinions of counsel from the Purchaser's or Seller's counsel as the Rating Agencies or the Guarantor 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 and upon which the Underwriters may rely; (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 Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool", "Yield on the Certificates", "Description of the Certificates", "Pooling and Servicing Agreement--The Seller and Master Servicer", Annex II and Annex III agrees with the records of the Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each ShareholderMaster Servicer; (iv) 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 Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; and (viii) all Books and Records of the Seller.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers’ Certificate of sale the Seller, dated the Closing Date, upon which the Purchaser, WaMu Capital Corp. (“WCC”) and assignment ▇▇▇▇▇▇ Brothers, Inc. (“▇▇▇▇▇▇,” and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectivelytogether with WCC, the “Transfer DocumentsUnderwriters”) executed and the NIMS 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 Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the Underwriters and the NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller (which may be in-house counsel of the Seller), 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 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, as amended or supplemented, 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; (iif) The Seller shall deliver or make available to the Escrow Agreement duly executed by Purchaser for inclusion in the Prospectus Supplement, as amended or supplemented, under the captions “The Sponsor,” “The Servicers” and “Static Pool Information” or for inclusion in other offering materials, such publicly available information regarding the Seller and Washington Mutual Bank, their financial condition, Seller’s underwriting standards, each Shareholder 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 Escrow Agentpool information, as the Underwriters may reasonably request; (iiig) noncompetitionLetters from at least two nationally recognized statistical rating agencies rating the Offered Certificates (as defined in the Prospectus Supplement, confidentiality and nonsolicitation agreements in for a five year period from the Closing Date, in form and substance reasonably satisfactory to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (iv) 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”amended or supplemented) and execution of offer letters by other key employees as reasonably requested by Purchaser and reasonably satisfactory to Purchaser; (v) Secretary’s Certificate of Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available a letter from such state) dated as of a date within at least one week of nationally recognized statistical rating agency rating the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real PropertyClass B Certificates; and (viiih) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Underwriters may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers' Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form upon which the Purchaser and substance reasonably satisfactory Banc of America Securities LLC, as representative of the several underwriters (the "Representative"), ▇▇▇▇▇▇▇ Mac 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 Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the Representative, ▇▇▇▇▇▇▇ Mac and the NIMs Insurer may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller (which may be in-house counsel of the Seller), dated the Closing Date and addressed to the Purchaser, Seller the Representative, ▇▇▇▇▇▇▇ Mac and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each ShareholderNIMs Insurer; (ivd) employment agreements Such opinions of counsel as the Rating Agencies, the Representative, the Trustee, ▇▇▇▇▇▇▇ Mac or the NIMs Insurer may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and confidentialitydelivery of, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingor performance under, 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 Purchaserthis Agreement; (ve) Secretary’s Certificate 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 Sellerwhich they determined that certain information of an accounting, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states financial or statistical nature set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents in the Prospectus Supplement under the captions "Summary of Terms--Mortgage Loans," "Risk Factors," "The Mortgage Pool," and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for "Long Beach Mortgage Company," agrees with the Leased Real Property; and (viii) all Books and Records records of the Seller.;

Closing Documents. Seller The Closing Documents shall have delivered, or caused to be delivered, to Purchaser on consist of the Closing Date the following documentsfollowing: (i) bills The Pooling and Servicing Agreement, dated as of sale the Cut-off Date, substantially in the form of Exhibit 1 hereto and assignment with such further changes therein as the Seller and assumption agreementsthe Purchaser shall mutually agree to, each reasonably satisfactory in form and substance together with all documents required to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller;be delivered thereunder; and (ii) With respect to the Escrow Agreement duly executed by Mortgage Loans: (1) An Officer’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser and each Shareholder of ▇.▇. ▇▇▇▇▇▇ Securities Inc., Citigroup Global Markets Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the “Underwriters”) may rely, in the form of Exhibit 2 hereto, and attached thereto a certified copy of the resolutions of the board of directors of the Seller, together with copies of the Seller’s Certificate of Limited Partnership and Agreement of Limited Partnership, as amended, and a certificate of good standing of the Seller from the Secretary of State of the State of Delaware; (2) An Officer’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Escrow AgentUnderwriters may rely, in the form of Exhibit 3 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (3) An Opinion of Counsel of the Seller (who may be in-house counsel of the Seller), dated the Closing Date and addressed to the Purchaser and the Underwriters, substantially in the form attached hereto as Exhibit 4; (4) 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 July 6, 2007, as supplemented by the supplement dated July 24, 2007 (the “Prospectus Supplement”), relating to the offering of certain classes of Bayview Financial Mortgage Pass-Through Certificates, Series 2007-B, has been properly calculated; (5) Such opinions of counsel as the Rating Agencies 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 or the Pooling and Servicing Agreement; and (6) Such further information, certificates, opinions and documents as the Purchaser or Underwriters may reasonably request. (iii) noncompetitionSuch additional documentation as is required to be delivered under the Underwriting Agreement dated July 24, confidentiality and nonsolicitation agreements in for a five year period from 2007, among the Closing DateSeller, in form and substance reasonably satisfactory to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (iv) 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 Seller▇.▇. ▇▇▇▇▇▇ Securities Inc., in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week representative of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; and (viii) all Books and Records of the Sellerseveral Underwriters.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers' Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, upon which the Originator, the Purchaser and Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit 3 hereto, and substance reasonably satisfactory 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 Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit 4 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (ivc) employment agreements An Opinion of Counsel of the Seller, dated the Closing Date and confidentialityaddressed to the Originator, noncompetition the Purchaser and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingthe Underwriter, each substantially in substantially the forms form 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 Purchaser5; (vd) Secretary’s 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 substance reasonably satisfactory to Purchaserattached thereto copies of the certificate of incorporation, duly executed by Seller’s secretaryby-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (vie) Good standing certificates (including tax good standing certificatesAn opinion of Counsel of the Originator, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by and addressed to the Secretary of State Seller, the Purchaser and relevant taxing authority of the state of its incorporation and each of Underwriter substantially in the states set forth opposite its name on Schedule 4.1form attached hereto as Exhibit 7; (viif) Lease assignmentSuch 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, landlord consents or performance under, this Agreement; (g) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and nondisturbance agreements 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 form the Purchaser's Prospectus Supplement, dated November 20, 1997 in the Summary under the subheading "The Mortgage Pool" and substance reasonably satisfactory 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 Purchaser the Seller for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, Inc., Asset-Backed Floating Rate Certificates, Series 1997-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 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 each landlord Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated November 20, 1997 under a lease for the Leased Real Propertycaptions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Seller; and (viiij) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Underwriter may reasonably request.

Closing Documents. Seller The Closing Documents shall have deliveredconsist of the following, and the delivery thereof on or caused prior to be delivered, to Purchaser on the Closing Date can only be waived and modified by mutual consent of the following documentsparties hereto: (a) This Agreement, duly executed and delivered by the Purchaser and the Seller, and the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other parties thereto; (b) An Officer's Certificate executed by an authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; (c) Certificate of good standing regarding the Seller from the Secretary of the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate of the Seller, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely to the effect that (i) the representations and warranties of the Seller in the Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under the Agreement to be performed or satisfied at or prior to the date hereof; (e) A written opinion of counsel for the Seller, subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller each as reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Trustee, the Initial Purchasers and each Rating Agency; (f) Any other opinions of counsel for the Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates; (g) Such further certificates, opinions and documents as the Purchaser may reasonably request; (h) The Indemnification Agreement, duly executed by the respective parties thereto; and (i) bills One or more comfort letters from the Accountants dated the date of sale any preliminary Prospectus Supplement, Prospectus Supplement and assignment Memorandum, respectively, and assumption agreementsaddressed to, each reasonably satisfactory and in form and substance acceptable to the Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) Underwriters in the Escrow Agreement duly executed by Seller, each Shareholder case of the preliminary Prospectus Supplement and the Escrow Agent; (iii) noncompetitionProspectus Supplement and to the Purchaser and the Initial Purchasers in the case of the Memorandum stating in effect that, confidentiality using the assumptions and nonsolicitation agreements in for a five year period from the Closing Date, in form and substance reasonably satisfactory to methodology used by the Purchaser, Seller all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Shareholders (Memorandum, compared the “Noncompetition Agreements”)results of their calculations to the corresponding items in any preliminary Prospectus Supplement, executed by Seller the Prospectus Supplement and the Memorandum, respectively, and found each Shareholder; (iv) employment agreements such number 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 Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states percentage set forth opposite its name on Schedule 4.1; (vii) Lease assignmentin any preliminary Prospectus Supplement, landlord consents the Prospectus Supplement and nondisturbance agreements the Memorandum, respectively, to be in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for agreement with the Leased Real Property; and (viii) all Books and Records results of the Sellersuch calculations.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers' Certificate of sale and assignment and assumption agreementsthe Seller, each reasonably satisfactory in form and substance to dated the Closing Date, upon which the Purchaser and such other transfer documentation reasonably required Credit Suisse First Boston Corporation as representative of the several 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 Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Representative may rely, in the form of Exhibit 3 hereto, with respect to certain facts regarding the sale of the Home Equity Loans by Purchaser(collectivelythe Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the “Transfer Documents”Closing Date and addressed to the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 4; (d) executed 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; (iif) The Seller shall deliver to the Escrow Agreement duly executed by Purchaser for inclusion in the Prospectus Supplement under the captions "The Home Equity Loan Pool" and "Pooling and Servicing Agreement--The Master Servicer," or for inclusion in other offering material such publicly available information regarding the Seller, each Shareholder 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 Escrow Agentpool information; (iiig) noncompetition, confidentiality and nonsolicitation agreements in for a five year period Letters from at least two nationally recognized statistical rating agencies rating the Closing Date, in form and substance reasonably satisfactory to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (iv) 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 Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real PropertyOffered Certificates; and (viiih) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Underwriter may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers' Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, upon which the Originator, the Purchaser and Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit 1 hereto, and substance reasonably satisfactory 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 Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit 2 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (ivc) employment agreements An Opinion of Counsel of the Seller, dated the Closing Date and confidentialityaddressed to the Originator, noncompetition the Purchaser and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingthe Underwriter, each substantially in substantially the forms form 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 Purchaser3; (vd) Secretary’s 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 substance reasonably satisfactory to Purchaserattached thereto copies of the certificate of incorporation, duly executed by Seller’s secretaryby- laws and certificate of good standing of the Originator under the laws of its state of incorporation; (vie) Good standing certificates (including tax good standing certificatesAn opinion of Counsel of the Originator, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by and addressed to the Secretary of State Seller, the Purchaser and relevant taxing authority of the state of its incorporation and each of Underwriter substantially in the states set forth opposite its name on Schedule 4.1form attached hereto as Exhibit 5; (viif) Lease assignmentSuch 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, landlord consents and nondisturbance agreements 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 form and substance reasonably satisfactory to Purchaser from each landlord the Purchaser's Prospectus Supplement, dated September 22, 1998, under a lease the captions "Summary-- The Mortgage Pool," "Risk Factors-- Additional Risks Associated with the Mortgage Loans" (except for the Leased Real Propertythird 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" agrees with the records of the Seller; and (viiij) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Underwriter may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers' Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form upon which the Purchaser and substance reasonably satisfactory Greenwich Capital markets, Inc. as representative of the several 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 Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Representative and the NIMs Insurer may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller (which may be in-house counsel of the Seller), dated the Closing Date and addressed to the Purchaser, Seller the Representative and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each ShareholderNIMs Insurer; (ivd) employment agreements Such opinions of counsel as the Rating Agencies, the Representative, the Trustee or the NIMs Insurer may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and confidentialitydelivery of, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingor performance under, 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 Purchaserthis Agreement; (ve) Secretary’s Certificate 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 Sellerwhich they determined that certain information of an accounting, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states financial or statistical nature set forth opposite its name on Schedule 4.1; (vii) Lease assignmentin the Purchaser's Prospectus Supplement, landlord consents dated March 14, 2001, under the captions "Summary of Terms--Mortgage Loans," "Risk Factors," "The Mortgage Pool," and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for "Long Beach Mortgage Company," agrees with the Leased Real Property; and (viii) all Books and Records records of the Seller.;

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers' Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form upon which NC Capital, the Purchaser and substance reasonably satisfactory the Underwriter may rely with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (ivb) employment agreements An Opinion of Counsel of the Seller, dated the Closing Date and confidentialityaddressed to NC Capital, noncompetition the Purchaser and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingthe Underwriter, each substantially in substantially the forms form 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 Purchaser1; (vc) Secretary’s An Officers' Certificate of NC Capital, dated the Closing Date, upon which the Seller, the Purchaser and the Underwriter may rely, in the form of Exhibit 2 hereto, and substance reasonably satisfactory to Purchaserattached thereto copies of the certificate of incorporation, duly executed by Seller’s secretaryby- laws and certificate of good standing of NC Capital under the laws of its state of incorporation; (vid) Good standing certificates (including tax good standing certificatesAn opinion of Counsel of NC Capital, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by and addressed to the Secretary of State Seller, the Purchaser and relevant taxing authority of the state of its incorporation and each of Underwriter substantially in the states set forth opposite its name on Schedule 4.1form attached hereto as Exhibit 3; (viie) Lease assignmentSuch 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, landlord consents or performance under, this Agreement; (f) 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 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 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 nondisturbance agreements in form the information contained under the captions "The Mortgage Pool--Underwriting Standards" and substance reasonably satisfactory to Purchaser from each landlord under a lease for "The Originator" agrees with the Leased Real Propertyrecords of NC Capital; and (viii) all Books and Records of the Seller.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers' Certificate of sale the Seller, dated the Closing Date, upon which the Purchaser, Greenwich Capital Markets, Inc. and assignment WaMu Capital Corp. (the "Co-Representatives") and assumption agreementsthe NIMS Insurer, each reasonably satisfactory in form if any, may rely and substance to Purchaser attached thereto copies of the certificate of incorporation, bylaws and such other transfer documentation reasonably required by Purchaser(collectivelycertificate of good standing of the Seller under the laws of the State of Delaware; (b) An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the “Transfer Documents”Co-Representatives and the NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the Purchaser; (c) executed An Opinion of Counsel of the Seller (which may be in-house counsel of the Seller), 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 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 Mortgage Pool" and "Long Beach Mortgage Company" agrees with the records of the Seller; (iif) The Seller shall deliver to the Escrow Agreement duly executed by 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, each Shareholder its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the Escrow Agentpool information, as the Representative may reasonably request; (iiig) noncompetition, confidentiality and nonsolicitation agreements Letters from at least two nationally recognized statistical rating agencies rating the Offered Certificates (as defined in for a five year period from the Closing Date, in form and substance reasonably satisfactory to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”Prospectus Supplement), executed by Seller and each Shareholder; (iv) 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 Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; and (viiih) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Representative may reasonably request. SECTION 10.

Closing Documents. Seller The Closing Documents shall have delivered, or caused to be delivered, to Purchaser on consist of the Closing Date the following documentsfollowing: (i) bills of sale and assignment and assumption agreementsthis Agreement, each reasonably satisfactory in form and substance to duly executed by the Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) each of the Escrow Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by Seller, each Shareholder and the Escrow Agentrespective parties thereto; (iii) noncompetitionan Officer's Certificate substantially in the form of Exhibit D-1 hereto, confidentiality executed by the Secretary or an assistant secretary of the Seller, in his or her individual capacity on behalf of the Seller, and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to upon which CSFB Mortgage Securities, CSFB LLC, the Purchaser, Seller other Underwriters and the Shareholders Rating Agencies (collectively, for purposes of this Section 7, the “Noncompetition Agreements”)"Interested Parties") may rely, executed by Seller and each Shareholderattaching thereto as an exhibit the bylaws of the Seller; (iv) employment agreements and confidentiality, noncompetition and nonsolicitation agreements duly executed a certificate of corporate existence with respect to the Seller issued by officers and key employees identified by Purchaser the Comptroller of Currency not earlier than fifteen (15) months prior to Closingthe Closing Date, each in substantially and upon which 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 PurchaserInterested Parties may rely; (v) Secretary’s a Certificate of Sellerthe Seller substantially in the form of Exhibit D-2 hereto, in form and substance reasonably satisfactory to Purchaser, duly executed by an executive officer of the Seller on the Seller’s secretary's behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vi) Good standing certificates a written opinion or opinions of counsel for the Seller (including tax good standing certificateswhich may include an opinion of in-house counsel), if available from such state) dated as of a date within one week of the Closing Date for Seller certified 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 shall cover such corporate and other matters as shall be reasonably required by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Purchaser; (vii) Lease assignmentone or more comfort letters from Ernst & Young, landlord consents certified public accountants, dated the date of any preliminary Prospectus Supplement and nondisturbance agreements of the Prospectus Supplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB LLC, the other Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by CSFB Mortgage Securities, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement and the 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 such 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; (viii) such further certificates, opinions and documents as the Purchaser may reasonably satisfactory 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 from each landlord under a lease for authorizing the Leased Real Propertytransactions 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 (viiix) all Books and Records such other certificates of the SellerPurchaser'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. Seller The Closing Documents shall have delivered, or caused to be delivered, to Purchaser on consist of the Closing Date the following documentsfollowing: (ia) bills This Agreement and a bill of sale duly executed and assignment and assumption agreements, each reasonably satisfactory in form and substance to delivered by the Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Mor▇▇▇▇e Loan Seller; (iib) An Officer's Certificate substantially in the Escrow Agreement duly form of Exhibit D hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, and upon which the Purchaser, the Initial Purchasers and each Underwriter may rely, attaching thereto as exhibits the certificate of incorporation 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 Delaware, dated not earlier than 30 days prior to the Closing Date; (d) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and substance reasonably satisfactory 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, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller Initial Purchasers and each ShareholderUnderwriter; (ive) employment agreements and confidentiality, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closing, each in substantially Any other opinions of counsel for the forms attached hereto as Exhibit I (the “Employment Agreements”) and execution of offer letters by other key employees as Mortgage Loan Seller reasonably requested by Purchaser and reasonably satisfactory to Purchaser; (v) Secretary’s Certificate the Rating Agencies in connection with the issuance of Sellerthe Certificates, in form and substance reasonably satisfactory to each of which shall include the Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation Initial Purchasers and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real PropertyUnderwriter as an addressee; and (viiif) all Books Such further certificates, opinions and Records of documents as the SellerPurchaser may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers' Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, upon which the Originator, the Purchaser, MBIA Insurance Corporation ("MBIA") and Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit 3 hereto, and substance reasonably satisfactory 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 Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, MBIA and the Underwriter may rely, in the form of Exhibit 4 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (ivc) employment agreements An Opinion of Counsel of the Seller, dated the Closing Date and confidentialityaddressed to the Originator, noncompetition the Purchaser, MBIA and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingthe Underwriter, each substantially in substantially the forms form 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 Purchaser5; (vd) Secretary’s An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, in form and substance reasonably satisfactory to the Purchaser, duly executed by Seller’s secretaryMBIA 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; (vie) Good standing certificates (including tax good standing certificatesAn opinion of Counsel of the Originator, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by and addressed to the Secretary of State Seller, the Purchaser, MBIA and relevant taxing authority of the state of its incorporation and each of Underwriter, substantially in the states set forth opposite its name on Schedule 4.1form attached hereto as Exhibit 7; (viif) Lease assignmentSuch 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, landlord consents or performance under, this Agreement; (g) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and nondisturbance agreements 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 form the Purchaser's Prospectus Supplement, dated January 22, 1997 in the Summary under the subheading "The Mortgage Pool" and substance reasonably satisfactory under the captions "The Mortgage Pool" and "Pooling and Servicing (h) The Originator shall deliver to Purchaser 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 each landlord 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 a lease for the Leased Real Propertycaptions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Seller; and (viiij) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser, MBIA or the Underwriter may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers’ Certificate of sale the Seller, dated the Closing Date, upon which the Purchaser, Credit Suisse Securities (USA) LLC (“CSS”) and assignment WaMu Capital Corp. (“WCC”, and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectivelytogether with CSS, the “Transfer DocumentsUnderwriters”) executed and the NIMS 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 Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the Underwriters and the NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller (which may be in-house counsel of the Seller), 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 and the Trust Swap Agreement 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; (iif) The Seller shall deliver or make available to the Escrow Agreement duly executed by Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and “Static Pool Information” or for inclusion in other offering materials, such publicly available information regarding the Seller and Washington Mutual Bank, their financial condition, Seller’s underwriting standards, each Shareholder 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 Escrow Agentpool information, as the Underwriters may reasonably request; (iiig) noncompetition, confidentiality and nonsolicitation agreements Letters from at least two nationally recognized statistical rating agencies rating the Offered Certificates (as defined in for a five year period from the Closing Date, in form and substance reasonably satisfactory to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”Prospectus Supplement), executed by Seller and each Shareholder; (iv) 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 Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; and (viiih) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Underwriters may reasonably request.

Closing Documents. Seller Such Purchaser shall have received the following, each dated the date of the applicable Closing Day: (i) The Note(s) to be purchased by such Purchaser. (ii) On the Series A Closing Day, the Company shall have delivered, or caused the Guarantors to be delivereddeliver, to Purchaser on the Closing Date Purchasers a fully executed guaranty agreement, in a form acceptable to the following documents: Purchasers, executed by the Guarantors (i) bills of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer DocumentsGuaranty Agreement”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent;). (iii) noncompetitionAn opinion of ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, confidentiality counsel to the Company and nonsolicitation agreements in for a five year period from each Guarantor (or such other counsel designated by the Closing Date, in form Company and substance each Guarantor and reasonably acceptable to each Purchaser) reasonably satisfactory to each Purchaser and, with respect to the Purchaseropinion of ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Seller substantially in the form of Exhibit E attached hereto, and as to such other matters as a Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the Shareholders (the “Noncompetition Agreements”)issuance and sale of any Notes will constitute a reconfirmation of such direction, executed by Seller and understands and agrees that each Shareholder;Purchaser will and hereby is authorized to rely on such opinion. (iv) employment agreements The Articles/Certificate of Incorporation, Formation or Limited Partnership, as applicable, of the Company and confidentiality, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingeach Guarantor, 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 Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated certified as of a recent date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its their respective incorporation or formation as applicable. (v) The Bylaws, Operating/Limited Liability Company Agreement or Limited Partnership Agreement, as applicable, of the Company and each Guarantor certified by the respective Secretary of the Company and each Guarantor (or a certification by an Authorized Officer that such documentation most recently delivered to the Purchasers has not been amended). (vi) An incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the states set forth opposite its name on Schedule 4.1;Company and the Guarantor certifying as to the names, titles and true signatures of the officers of the Company or the Guarantor authorized to sign this Agreement, the Notes, the Guaranty and the other documents to be delivered hereunder. (vii) Lease assignmentA certificate of the Secretary of the Company and the Guarantor (A) attaching resolutions of the Board of Directors, landlord consents members, managers or partners, as applicable, of the Company and nondisturbance agreements in form the Guarantor evidencing approval of the transactions contemplated by this Agreement and substance reasonably satisfactory the Guaranty and the issuance of the Notes and the Guaranty and the execution, delivery and performance thereof, and authorizing certain officers to Purchaser from each landlord under a lease for execute and deliver the Leased Real Property; andsame, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company or any Guarantor have been commenced or are contemplated. (viii) all Books An Officer’s Certificate certifying as to the matters set forth in Paragraph 3C below. (ix) Corporate and Records tax good standing certificates as to each of the SellerCompany and the Guarantors, from the jurisdiction in which it is organized or incorporated. (x) Such additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers' Certificate of sale and assignment and assumption agreementsthe Seller, each reasonably satisfactory in form and substance to dated the Closing Date, upon which the Purchaser and such other transfer documentation reasonably required by Purchaser(collectivelySalomon Smith Barney Inc. (the "Underwriter") may rely, in a form acceptable to the “Transfer Documents”Purchaser; (b) executed by An Secretary's Certificate of the Seller, 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 Seller; (iic) An Officers' Certificate of the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form and substance reasonably satisfactory acceptable to the Purchaser, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller and to the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (iv) 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; (vd) Secretary’s Certificate An Opinion of Counsel of the Seller, dated the Closing Date and addressed to the Purchaser and the Underwriter, in a form and substance reasonably satisfactory acceptable to the Purchaser, duly executed by Seller’s secretary; (vie) Good standing certificates (including tax good standing certificates, if available from such state) dated Such opinions of counsel as of a date within one week the Rating Agencies or the Trustee may request in connection with the sale of the Closing Date for Seller certified Mortgage Loans by the Secretary of State Seller to the Purchaser or the Seller's execution and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1delivery of, or performance under, this Agreement; (viif) Lease assignmentA letter from Deloitte & Touche L.L.P., landlord consents certified public accountants, dated the date hereof and nondisturbance agreements 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 form the Purchaser's Prospectus Supplement, dated August 28, 2000 under the subheadings "Summary of Prospectus Supplement--The Mortgage Loans," "Risk Factors" (to the extent of information regarding the Mortgage Loans therein) "The Mortgage Pool" and substance reasonably satisfactory to Purchaser from each landlord under a lease for "The Mortgage Loan Seller" agrees with the Leased Real Property; and (viii) all Books and Records records of the Seller.;

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers' Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form upon which the Purchaser, Greenwich Capital Markets, Inc. and substance reasonably satisfactory UBS Warburg LLC (together, Greenwich Capital Markets, Inc. and UBS Warburg LLC are the "Co-Representatives"), the NIMS Insurer, if any, and the Guarantor may rely and attached thereto copies of the certificate of incorporation, bylaws and certificate of good standing of the Seller under the laws of the State of Delaware; (b) An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the Co-Representatives, the NIMS Insurer, if any, and the Guarantor may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller (which may be in-house counsel of the Seller), dated the Closing Date and addressed to the Purchaser, Seller the Co-Representatives, the NIMS Insurer, if any, and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each ShareholderGuarantor; (ivd) employment agreements Such opinions of counsel as the Rating Agencies, the Co-Representatives, the Trustee, the NIMS Insurer, if any, or the Guarantor may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and confidentialitydelivery of, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingor performance under, 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 Purchaserthis Agreement; (ve) Secretary’s Certificate 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 Sellerwhich they determined that certain information of an accounting, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states financial or statistical nature set forth opposite its name on Schedule 4.1; (vii) Lease assignmentin the Prospectus Supplement under the captions "Summary of Terms--Mortgage Loans", landlord consents "Risk Factors", "The Mortgage Pool" and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for "Long Beach Mortgage Company" agrees with the Leased Real Property; and (viii) all Books and Records records of the Seller.;

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers' Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, upon which the Purchaser, Financial Security Assurance Inc. ("FSA") and Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit 1 hereto, and substance reasonably satisfactory 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 Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, FSA and the Underwriter may rely, in the form of Exhibit 2 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date and addressed to the Purchaser, Seller FSA and the Shareholders (Underwriter, substantially in the “Noncompetition Agreements”), executed by Seller and each Shareholder; (iv) 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 form 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 Purchaser3; (vd) Secretary’s Certificate 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, in form and substance reasonably satisfactory to Purchaseror performance under, duly executed by Seller’s secretarythis Agreement; (vie) Good standing certificates (including tax good standing certificatesA letter from KPMG Peat Marwick, if available from such state) L.L.P., certified public accountants, dated the date hereof, to the effect that they have performed certain specified procedures as a result of a date within one week which they determined that certain information of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states an accounting, financial or statistical nature set forth opposite its name on Schedule 4.1; (vii) Lease assignmentin the Purchaser's Prospectus Supplement, landlord consents dated December 17, 1996, under the captions "Summary-- The Mortgage Pool," "Risk Factors-- Additional Risks Associated with the Mortgage Loans," "--Second Liens," "The Mortgage Pool" and nondisturbance agreements in form "Pooling and substance reasonably satisfactory to Purchaser from each landlord under a lease for Servicing Agreement-- The Mortgage Loan Seller and Master Servicer" agrees with the Leased Real Property; and (viii) all Books and Records records of the Seller.; and

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (a) An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. (the "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 Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit 4 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date and addressed to the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 5; (i) bills an Officers' Certificate of sale and assignment and assumption agreementsthe Originator, each reasonably satisfactory in form and substance to dated the Closing Date, upon which the Purchaser and such other transfer documentation reasonably required by Purchaser(collectively▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 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 “Transfer Documents”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) executed 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; (iif) An Opinion of Counsel of the Escrow Agreement duly executed by SellerOriginator, each Shareholder dated the Closing Date and addressed to the Purchaser and the Escrow Agent; (iii) noncompetitionUnderwriter, confidentiality and nonsolicitation agreements substantially in for a five year period from the Closing Date, in form and substance reasonably satisfactory to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (iv) 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 Purchaser8; (vg) Secretary’s Certificate 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, in form and substance reasonably satisfactory to Purchaseror performance under, duly executed by Seller’s secretarythis Agreement; (vih) Good standing certificates (including tax good standing certificatesA letter from Deloitte & Touche L.L.P., if available from such state) certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of a date within one week 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 Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Originator; (viii) Lease assignmentThe Originator shall deliver for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, landlord consents Inc., Floating Rate Mortgage Pass-Through Certificates, Series 1999-AQ2, under the captions "The Mortgage Pool--Underwriting Standards; Representations" and nondisturbance agreements "Pooling and Servicing Agreement--The Originator and Master Servicer", or for inclusion in form other offering material such publicly available information regarding the Seller, its financial condition and substance reasonably satisfactory 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 Purchaser from each landlord 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 a lease for the Leased Real Propertycaptions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Originator; and (viiik) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Underwriter may reasonably request.

Closing Documents. Seller The Closing Documents shall have delivered, or caused to be delivered, to Purchaser on consist of the Closing Date the following documentsfollowing: (ia) bills of sale this Agreement duly executed and assignment and assumption agreements, each reasonably satisfactory in form and substance to delivered by the Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (iib) an Officer's Certificate substantially in the Escrow Agreement duly form of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary of the Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, and upon which the Purchaser, each Underwriter, the Class X Certificate Purchaser and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Seller; (c) a certificate of good standing regarding the 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 Seller substantially in the form of Exhibit C-2 hereto, executed by an executive officer or authorized signatory of the Seller and substance reasonably satisfactory dated the Closing Date, and upon which the Purchaser, each Underwriter, the Class X Certificate Purchaser and each Initial Purchaser may rely; (e) a written opinion of counsel for the Seller, substantially in the form of Exhibit C-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser, Seller and each Underwriter, the Shareholders (the “Noncompetition Agreements”), executed by Seller Class X Certificate Purchaser and each Shareholder; (iv) 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 Initial Purchaser; (vf) Secretary’s Certificate the Supplemental Agreement, substantially in the form of Exhibit D hereto, dated as of February 2, 1999, between GMAC Commercial Mortgage Corporation ("GMACCM") and the Seller, duly executed and delivered by GMACCM and the Seller; (g) the Assignment Agreement, substantially in the form of Exhibit E hereto, dated February 2, 1999, between the Seller and substance reasonably satisfactory to the Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week of the Closing Date for Seller certified and delivered by the Secretary of State Seller and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real PropertyPurchaser; and (viiih) all Books such further certificates, opinions and Records of documents as the SellerPurchaser may reasonably request.

Closing Documents. Seller The Closing Documents shall have delivered, or caused to be delivered, to Purchaser on consist of the Closing Date the following documentsfollowing: (i) bills The Pooling and Servicing Agreement, dated as of sale the Cut-off Date, substantially in the form of Exhibit 1 hereto and assignment with such further changes therein as the Seller and assumption agreementsthe Purchaser shall mutually agree to, each reasonably satisfactory in form and substance together with all documents required to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller;be delivered thereunder; and (ii) With respect to the Escrow Agreement duly executed by Mortgage Loans: (1) An Officer’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser and each Shareholder of Citigroup Global Markets Inc., ▇▇▇▇▇▇ Brothers Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the “Underwriters”) may rely, in the form of Exhibit 2 hereto, and attached thereto a certified copy of the resolutions of the board of directors of the Seller, together with copies of the Seller’s Certificate of Limited Partnership and Agreement of Limited Partnership, as amended, and a certificate of good standing of the Seller from the Secretary of State of the State of Delaware; (2) An Officer’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Escrow AgentUnderwriters may rely, in the form of Exhibit 3 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (3) An Opinion of Counsel of the Seller (who may be in-house counsel of the Seller), dated the Closing Date and addressed to the Purchaser and the Underwriters, substantially in the form attached hereto as Exhibit 4; (4) 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 as the Rating Agencies 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 or the Pooling and Servicing Agreement; and (6) Such further information, certificates, opinions and documents as the Purchaser or Underwriters may reasonably request. (iii) noncompetitionSuch additional documentation as is required to be delivered under the Underwriting Agreement dated November 8, confidentiality and nonsolicitation agreements in for a five year period from 2005, among the Closing DateSeller, in form and substance reasonably satisfactory to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (iv) 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 SellerCitigroup Global Markets Inc., in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week representative of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; and (viii) all Books and Records of the Sellerseveral Underwriters.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (i) bills An Officers’ Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to and upon which the Purchaser, Seller Purchaser and the Shareholders Underwriters 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 and stating that the information contained in the Prospectus Supplement, relating to the Mortgage Loans and the Seller, and the applicable loan portfolio, is true and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) if any of the “Noncompetition Agreements”)Certificates are offered on the Closing Date pursuant to a private placement memorandum, executed by the Seller shall deliver an Officer’s Certificate stating that the same information contained in such private placement memorandum is true and each Shareholderaccurate in all material respects; (ivb) employment agreements An Officers’ Certificate of the Seller, dated the Closing Date, in form satisfactory to and confidentiality, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closing, each in substantially upon which 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 the Underwriters may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (vc) Secretary’s Certificate An Opinion of Counsel of the Seller, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretaryand addressed to the Purchaser and the Underwriters; (vid) Good standing certificates (including tax good standing certificates, if available Such opinions of counsel from such state) dated the Purchaser’s or Seller’s counsel as of a date within one week the Rating Agencies may request in connection with the sale of the Closing Date for Seller certified Mortgage Loans by the Secretary of State Seller to the Purchaser or the Seller’s execution and relevant taxing authority of delivery of, or performance under, this Agreement and upon which the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Underwriters may rely; (viie) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; and[Reserved]; (viiif) all Books A letter from Ernst & Young, certified public accountants, dated the date hereof and Records 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”, “Risk Factors”, “The Mortgage Pool”, “Yield on the Certificates”, “Description of the SellerCertificates”, “Pooling and Servicing Agreement—The Seller and the Master Servicer”, Annex II and Annex III agrees with the records of the Seller and the Master Servicer; (g) [Reserved]; (h) The Seller and the Master Servicer shall deliver for inclusion in the Prospectus Supplement, under the captions “The Mortgage Pool—Underwriting Standards of the Originator” and “Pooling and Servicing Agreement—The Seller and Master Servicer,” or for inclusion in other offering material, such publicly available information regarding 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) [Reserved]; (j) Such further information, certificates, opinions and documents as the Purchaser or the Underwriters may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (i) bills An Officers' Certificate of sale the Seller and assignment and assumption agreementsMaster Servicer, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to and upon which the PurchaserPurchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller and Master Servicer under the Shareholders (laws of Delaware and stating that the “Noncompetition Agreements”)information contained in the Prospectus Supplement, executed by relating to the Mortgage Loans, the Seller and each ShareholderMaster Servicer, and the applicable loan portfolio, is true and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ivb) employment agreements An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and confidentiality, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closing, each in substantially upon which 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 the Underwriter may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (vc) Secretary’s Certificate An Opinion of SellerCounsel of the Seller and Master Servicer, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretaryand addressed to the Purchaser and the Underwriter; (vid) Good standing certificates (including tax good standing certificates, if available Such opinions of counsel from such state) dated the Purchaser's or Seller's counsel as of a date within one week the Rating Agencies may request in connection with the sale of the Closing Date for Seller certified Mortgage Loans by the Secretary of State Seller to the Purchaser or the Seller's execution and relevant taxing authority of delivery of, or performance under, this Agreement and upon which the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Underwriter may rely; (viie) Lease assignmentA letter from Deloitte & Touche LLP, landlord consents certified public accountants, dated the date hereof and nondisturbance agreements 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 form and substance reasonably satisfactory to Purchaser from each landlord the Prospectus Supplement, under a lease for the Leased Real Property; and (viii) all Books and Records captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool", "Yield on the Certificates", "Description of the Seller.Certificates", "Pooling and Servicing Agreement--The Seller and Master Servicer", Annex II and Annex III;

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills A Secretary's Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to and upon which the PurchaserOriginator, Seller the Purchaser and the Shareholders UBS Warburg LLC (the “Noncompetition Agreements”)"Underwriter") may rely, executed by and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller and each Shareholderunder the laws of Delaware; (ivb) employment agreements and confidentialityAn Opinion of Counsel of the Seller, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingdated the Closing Date, 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 form satisfactory to Purchaserand addressed to the Underwriter; (vc) Secretary’s An Officer's Certificate of Sellerthe Originator, dated the Closing Date, in form and substance reasonably satisfactory to Purchaserand upon which the Seller, duly executed by Seller’s secretarythe Purchaser and the Underwriter 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 its state of incorporation; (vid) Good standing certificates (including tax good standing certificates, if available from such state) dated as An opinion of a date within one week Counsel of the Originator, dated the Closing Date for Seller certified by Date, in form satisfactory to and addressed to the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Underwriter; (viie) Lease assignmentSuch 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, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; andor performance under, this Agreement; (viiif) all Books A letter from Deloitte & Touche LLP, certified public accountants, 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 contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and Records "Description of the SellerMortgage Loans" agrees with the records of the Originator; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officer’s Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to and upon which the PurchaserPurchaser and Bear, Seller and the Shareholders ▇▇▇▇▇▇▇ & Co. Inc. (the “Noncompetition AgreementsRepresentative”)) may rely, executed by Seller and each Shareholderattached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (ivb) employment agreements An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and confidentialityaddressed to the Purchaser and the Representative; (c) An Officer’s Certificate of the Responsible Party, noncompetition dated the Closing Date, in form satisfactory to and nonsolicitation agreements duly executed upon which the Purchaser and the Representative may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Responsible Party; (d) An Opinion of Counsel of the Responsible Party, dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the 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 officers the Seller to the Purchaser or the Seller’s execution and key employees identified by Purchaser prior delivery of, or performance under, this Agreement; (f) A letter from Deloitte & Touche LLP, certified public accountants, to Closingthe effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, each financial or statistical nature set forth in substantially the forms attached hereto as Exhibit I Purchaser’s prospectus supplement for Series 2006-NC5, dated December 14, 2006 (the “Employment AgreementsProspectus 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 Loans contained therein) and execution of offer letters by other key employees as reasonably requested by Purchaser and reasonably satisfactory to Purchaser; (v) Secretary’s Certificate of Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week “Description of the Closing Date for Seller certified by Mortgage Pool” agrees with the Secretary of State and relevant taxing authority records of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real PropertyOriginator; and (viiig) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Representative may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers' Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, upon which the Originator, the Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. (the "Underwriter") may rely, in the form of Exhibit 1 hereto, and substance reasonably satisfactory 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 Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and the Underwriter may rely, in the form of Exhibit 2 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (ivc) employment agreements An Opinion of Counsel of the Seller, dated the Closing Date and confidentialityaddressed to the Originator, noncompetition the Purchaser and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingthe Underwriter, each substantially in substantially the forms form 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 Purchaser3; (vd) Secretary’s Certificate 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, in form and substance reasonably satisfactory to Purchaseror performance under, duly executed by Seller’s secretarythis Agreement; (vie) Good standing certificates (including tax good standing certificatesA letter from Deloitte & Touche L.L.P., if available from such state) certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of a date within one week 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 Closing Date for Seller certified by Certificates" agrees with the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; and (viii) all Books and Records records of the Seller.; and

Closing Documents. Seller The Closing Documents shall have delivered, or caused to be delivered, to Purchaser on consist of the Closing Date the following documentsfollowing: (i) bills of sale and assignment and assumption agreementsthis Agreement, each reasonably satisfactory in form and substance to duly executed by the Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) each of the Escrow Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by Seller, each Shareholder and the Escrow Agentrespective parties thereto; (iii) noncompetitionan Officer's Certificate substantially in the form of Exhibit D-1 hereto, confidentiality executed by the Secretary or an Assistant Secretary of the Seller, in his or her individual capacity on behalf of the Seller, and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to upon which the PurchaserDepositor, Seller Credit Suisse Securities, the other Underwriters and the Shareholders Rating Agencies (collectively, for purposes of this Section 7, the “Noncompetition Agreements”)"Interested Parties") may rely, executed 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 Seller this Agreement and each Shareholder(B) the organizational documents of the Seller; (iv) employment agreements and confidentiality, noncompetition and nonsolicitation agreements duly executed a certificate of good standing with respect to the Seller issued by officers and key employees identified by Purchaser the Secretary of State of the State of Delaware not earlier than 30 days prior to Closingthe Closing Date, each in substantially and upon which 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 PurchaserInterested Parties may rely; (v) Secretary’s a Certificate of Sellerthe Seller substantially in the form of Exhibit D-2 hereto, in form and substance reasonably satisfactory to Purchaser, duly executed by an executive officer of the Seller on the Seller’s secretary's behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vi) Good standing certificates a written opinion or opinions of counsel for the Seller (including tax good standing certificateswhich may include an opinion of in-house counsel), if available from such state) dated as of a date within one week of the Closing Date for Seller certified 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 shall cover such corporate and other matters as shall be reasonably required by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Purchaser; (vii) Lease assignmentone or more comfort letters from Ernst & Young LLP, landlord consents certified public accountants, dated the date of any preliminary Prospectus Supplement and nondisturbance agreements of the Prospectus Supplement, respectively, and addressed to, and in form and substance acceptable to, the Depositor, Credit Suisse Securities, the other Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by the Depositor, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement and the 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 such 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; (viii) such further certificates, opinions and documents as the Purchaser may reasonably satisfactory 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 from each landlord under a lease for authorizing the Leased Real Propertytransactions 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 (viiix) all Books and Records such other certificates of the SellerPurchaser'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. Seller The Closing Documents shall have delivered, or caused to be delivered, to Purchaser on consist of the Closing Date the following documentsfollowing: (ia) bills of sale This Agreement duly executed and assignment and assumption agreements, each reasonably satisfactory in form and substance to delivered by the Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Mortgage Loan Seller; (iib) An Officer's Certificate substantially in the Escrow Agreement duly form of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to upon which the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller Purchaser and each ShareholderUnderwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (ivc) 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 A certificate of offer letters by other key employees as reasonably requested by Purchaser and reasonably satisfactory to Purchaser; (v) Secretary’s Certificate of Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available regarding the Mortgage Loan Seller from such state) dated as of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority for the State of California, dated not earlier than 30 days prior to the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Closing Date; (viid) Lease assignmentA certificate of the Mortgage Loan Seller substantially in the form of Exhibit C-2 hereto, landlord consents executed by an executive officer or authorized signatory of the Mortgage Loan Seller and nondisturbance agreements in form dated the Closing Date, and substance reasonably satisfactory to upon which the Purchaser from and each landlord under a lease Underwriter may rely; (e) Written opinions of counsel for the Leased Real PropertyMortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 (viiih) all Books Such further certificates, opinions and Records of documents as the SellerPurchaser may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (i) bills An Officers' Certificate of sale the Seller and assignment and assumption agreementsMaster Servicer, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form satisfactory to and substance reasonably upon which the Purchaser and the Underwriters may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in the Prospectus Supplement, relating to the Mortgage Loans, the Seller and Master Servicer, and the applicable loan portfolio, is true and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) if the Class M-5 Certificates, Class CE Certificates and/or Class P Certificates are offered on the Closing Date pursuant to a Private Placement Memorandum, the Seller shall deliver an Officer's Certificate stating that the same information contained in such Private Placement Memorandum is true and accurate in all material respects; (b) An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the Purchaser, the Certificate Insurer and the Underwriters; (d) Such opinions of counsel from the Purchaser's or Seller's counsel as the Rating Agencies 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 and upon which the Certificate Insurer and the Underwriters may rely; (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", "Risk Factors", "The Mortgage Pool", "Yield on the Certificates", "Description of the Certificates", "Pooling and Servicing Agreement--The Seller and Master Servicer", Annex II and Annex III and in the Private Placement Memorandum, under the caption "Yield and Prepayment Considerations", agrees with the records of the Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each ShareholderMaster Servicer; (iv) 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 Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; and (viii) all Books and Records of the Seller.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers' Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, upon which the Originator, Bishop's Gate, the Purchaser and Salomon Smith Barney Inc. (the "Underwriter") may rely, in the form of Exhibit 1 hereto, and substance reasonably satisfactory 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 Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit 2 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (ivc) employment agreements An Opinion of Counsel of the Seller, dated the Closing Date and confidentialityaddressed to the Purchaser and the Underwriter, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closing, each substantially in substantially the forms form 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 Purchaser3; (vd) Secretary’s 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 substance reasonably satisfactory to Purchaserattached thereto copies of the certificate of incorporation, duly executed by Seller’s secretaryby-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (vie) Good standing certificates (including tax good standing certificatesAn opinion of Counsel of the Originator, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by and addressed to the Secretary of State Seller, the Purchaser and relevant taxing authority of the state of its incorporation and each of Underwriter substantially in the states set forth opposite its name on Schedule 4.1form attached hereto as Exhibit 5; (viif) Lease assignmentAn Administrator's Certificate of Bishop's Gate, landlord consents dated the Closing Date, upon which the Seller, the Purchaser and nondisturbance agreements the Underwriter may rely, in the form of Exhibit 6 hereto, and substance reasonably satisfactory 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 as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (i) A letter from each landlord 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 lease for result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Leased Real PropertyPurchaser's Prospectus Supplement, dated February 22, 1999 under the captions "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Seller; and (viiil) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Underwriter may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills A Secretary's Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to and upon which the PurchaserOriginator, Seller the Purchaser and the Shareholders UBS Securities LLC (the “Noncompetition Agreements”)"Underwriter") may rely, executed by and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller and each Shareholderunder the laws of Delaware; (ivb) employment agreements and confidentialityAn Opinion of Counsel of the Seller, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingdated the Closing Date, 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 form satisfactory to Purchaserand addressed to the Underwriter; (vc) Secretary’s An Officer's Certificate of Sellerthe Originator, dated the Closing Date, in form and substance reasonably satisfactory to Purchaserand upon which the Seller, duly executed by Seller’s secretarythe Purchaser and the Underwriter 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 its state of incorporation; (vid) Good standing certificates (including tax good standing certificates, if available from such state) dated as An opinion of a date within one week Counsel of the Originator, dated the Closing Date for Seller certified by Date, in form satisfactory to and addressed to the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Underwriter; (viie) Lease assignmentSuch opinions of counsel as the Rating Agencies, landlord consents Trustee or the Trust Administrator may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; anddelivery of, or performance under, this Agreement; (viiif) all Books A letter from Deloitte & Touche, certified public accountants, 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 contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and Records "Description of the SellerMortgage Loans" agrees with the records of the Originator; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Seller The Closing Documents shall have delivered, or caused to be delivered, to Purchaser on consist of the Closing Date the following documentsfollowing: (ia) bills of sale This Agreement duly executed and assignment and assumption agreements, each reasonably satisfactory in form and substance to delivered by the Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Mortgage Loan Seller; (iib) An Officer's Certificate substantially in the Escrow Agreement duly form of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to upon which the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller Purchaser and each ShareholderUnderwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (ivc) 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 A certificate of offer letters by other key employees as reasonably requested by Purchaser and reasonably satisfactory to Purchaser; (v) Secretary’s Certificate of Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available regarding the Mortgage Loan Seller from such state) dated as of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority for the State of New York, dated not earlier than 30 days prior to the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Closing Date; (viid) Lease assignmentA certificate of the Mortgage Loan Seller substantially in the form of Exhibit C-2 hereto, landlord consents executed by an executive officer or authorized signatory of the Mortgage Loan Seller and nondisturbance agreements in form dated the Closing Date, and substance reasonably satisfactory to upon which the Purchaser from and each landlord under a lease Underwriter may rely; (e) Written opinions of counsel for the Leased Real PropertyMortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 (viiih) all Books Such further certificates, opinions and Records of documents as the SellerPurchaser may reasonably request.

Closing Documents. Seller Such Purchaser shall have deliveredreceived the following, or caused to be delivered, to Purchaser on each dated the Closing Date the following documentsDay: (i) bills of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance The Note(s) to Purchaser and be purchased by such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller;Purchaser. (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent;[Intentionally omitted]. (iii) noncompetitionFavorable opinions of Hunton & ▇▇▇▇▇▇▇▇ LLP, confidentiality special counsel to the Issuer, and nonsolicitation agreements in for a five year period from M. ▇▇▇▇▇▇▇ ▇▇▇▇, general counsel to the Closing DateCompany, in form and substance reasonably satisfactory to each Purchaser as to such matters as any Purchaser may reasonably request. The Issuer hereby directs each such counsel to deliver such opinion, agrees that the Purchaserissuance and sale of any Notes will constitute a reconfirmation of such direction, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller understands and agrees that each Shareholder;Purchaser will and hereby is authorized to rely on such opinion. (iv) employment agreements and confidentialityThe articles of incorporation of the Issuer, noncompetition and nonsolicitation agreements duly executed certified as of a recent date by officers and key employees identified by Purchaser prior to Closingthe secretary of state (or the equivalent governmental authority, each in substantially as applicable) of the forms attached hereto as Exhibit I (jurisdiction of organization of the “Employment Agreements”) and execution of offer letters by other key employees as reasonably requested by Purchaser and reasonably satisfactory to Purchaser;Issuer. (v) The bylaws of the Issuer, certified by its Secretary’s Certificate of Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary;. (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week of the Closing Date for Seller certified An incumbency certificate signed by the Secretary of State or an Assistant Secretary and relevant taxing authority one other officer of the state of its incorporation Issuer certifying as to the names, titles and each true signatures of the states set forth opposite its name on Schedule 4.1;officers of the Issuer authorized to sign this Agreement, the Notes and the Note Documents, to the extent the Issuer is a party thereto. (vii) Lease assignmentA certificate of the Secretary of the Issuer (A) attaching resolutions of the Board of Directors of the Issuer evidencing approval of the transactions contemplated by this Agreement and the issuance of the Notes and the execution, landlord consents delivery and nondisturbance agreements in form performance thereof, and substance reasonably satisfactory authorizing certain officers to Purchaser from each landlord under a lease for execute and deliver the Leased Real Property; andsame, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Issuer have been commenced or are contemplated. (viii) all Books and Records A certificate of an acceptable officer of the SellerIssuer certifying as to the matters set forth in paragraphs 3C and 3I below. (ix) A good standing certificate (or the equivalent thereof) as to the Issuer, from the jurisdiction in which it is organized or incorporated. (x) Such additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officer's Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to and upon which the Purchaser, Seller Purchaser and the Shareholders Citigroup Global Markets Inc. (the “Noncompetition Agreements”)"Representative") may rely, executed by Seller and each Shareholderattached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (ivb) employment agreements An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and confidentiality, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior addressed 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 Purchaserthe Representative; (vc) Secretary’s An Officer's Certificate of Sellerthe Responsible Party, dated the Closing Date, in form and substance reasonably satisfactory to Purchaserand upon which the Purchaser and the Representative may rely, duly executed by Seller’s secretaryand attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Responsible Party; (vid) Good standing certificates (including tax good standing certificates, if available from such state) dated as An Opinion of a date within one week Counsel of the Responsible Party, dated the Closing Date for Seller certified by Date, in form satisfactory to and addressed to the Secretary of State Purchaser and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Representative; (viie) Lease assignmentSuch 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, landlord consents and nondisturbance agreements or performance under, this Agreement; (f) A letter from Deloitte & Touche LLP, certified public accountants, 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 form and substance reasonably satisfactory the Purchaser's prospectus supplement for Series 2004-NC2, dated September 23, 2004 (the "Prospectus Supplement") relating to Purchaser from each landlord the Offered Certificates contained under a lease for the Leased Real Propertycaptions "Summary--The Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) "The Mortgage Pool" agrees with the records of the Originator; and (viii) all Books and Records of the Seller.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officer's Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to and upon which the Purchaser, Seller Purchaser and the Shareholders Citigroup Global Markets Inc. (the “Noncompetition Agreements”)"Representative") may rely, executed by and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller and each Shareholderunder the laws of New York; (ivb) employment agreements An Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and confidentiality, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closing, each in substantially upon which 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 the Representative may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (vc) Secretary’s Certificate An Opinion of Counsel of the Seller, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretaryand addressed to the Purchaser and the Representative; (vid) Good standing certificates (including tax An Officer's Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Representative may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing certificates, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by Originator under the Secretary laws of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1California; (viie) Lease assignmentSuch 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, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; andor performance under, this Agreement; (viiif) all Books and Records A letter from Deloitte & Touche LLP, certified public accountants, 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 for Series 2003-HE1, dated April 22, 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 Loans contained therein) "The Mortgage Pool" agrees with the records of the Seller.; and

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers' Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form upon which the Originator, the Purchaser and substance reasonably satisfactory Deutsche Bank Securities Inc. (the "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 Maryland; (b) An Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and the Underwriter may rely with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (ivc) employment agreements An Opinion of Counsel of the Seller, dated the Closing Date and confidentialityaddressed to the Originator, noncompetition the Purchaser and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingthe Underwriter, each substantially in substantially the forms form 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 Purchaser3; (vd) Secretary’s An Officers' 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 substance reasonably satisfactory to Purchaserattached thereto copies of the certificate of incorporation, duly executed by Seller’s secretaryby-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (vie) Good standing certificates (including tax good standing certificatesAn opinion of Counsel of the Originator, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by and addressed to the Secretary of State Seller, the Purchaser and relevant taxing authority of the state of its incorporation and each of Underwriter substantially in the states set forth opposite its name on Schedule 4.1form attached hereto as Exhibit 5; (viif) Lease assignmentSuch 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, landlord consents 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 Depositor's Prospectus Supplement for Series 1999-NCC, dated October 22, 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 nondisturbance agreements in form the information contained under the captions "The Mortgage Pool--Underwriting Standards" and substance reasonably satisfactory to Purchaser from each landlord under a lease for "The Originator" agrees with the Leased Real Propertyrecords of New Century; and (viii) all Books and Records of the Seller.

Closing Documents. (a) At Closing, Seller shall have delivered, or caused execute and/or deliver to be delivered, to Purchaser on the Closing Date the following documentsPurchaser: (i) bills a bargain and 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 sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectivelyClosing, the “Transfer Documents”) executed by SellerTitle Company shall insure title as set forth in this Agreement; (ii) a Deed from Midpark Hye conveying the Escrow Agreement duly executed by SellerMidland Park Real Property subject to no exceptions other than the Permitted Exceptions on the basis that as of Closing, each Shareholder and the Escrow AgentTitle Company shall insure title as set forth in this Agreement; (iii) noncompetitiona 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, confidentiality and nonsolicitation agreements the Title Company shall insure title as set forth in for a five year period from the Closing Date, in form and substance reasonably satisfactory to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholderthis Agreement; (iv) employment agreements and confidentiality, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior a Deed from ▇▇▇▇▇▇▇ ▇▇▇ conveying the ▇▇▇▇▇▇▇ Real Property subject to no exceptions other than the Permitted Exceptions on the basis that as of Closing, each the Title Company shall insure title as set forth 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 Purchaserthis Agreement; (v) Secretary’s Certificate an Affidavit of Consideration for Use by Seller NJ Form RTF-1 from each Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available a Seller’s Residency Certificate Exemption Form GIT-REP 3 from such state) dated as of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Seller; (vii) Lease assignmentan affidavit of title from each Seller, landlord consents and nondisturbance agreements in the form and substance reasonably satisfactory of which shall be subject to Purchaser from the reasonable approval of the Title Company; (viii) the original (if available, or in lieu thereof, certified copies) of the Leases relating to each landlord under a lease for the Leased Real Property, together with all security deposits delivered thereunder and all guarantees delivered in connection therewith, in effect on the Closing Date; (ix) an assignment and assumption of the 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” (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 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 Closing Date; and (xx) such other instruments as reasonably may be required by the Title Company to effectuate the within transaction, 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) all Books a certificate updating Purchaser’s representations and Records warranties set forth in this Agreement, as of the Closing Date; (ix) such other instruments as reasonably may be 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. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officer's Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to and upon which the PurchaserPurchaser and Salomon Smith Bar▇▇▇ ▇▇▇. (▇▇▇ "Representative") may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller and under the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholderlaws of New York; (ivb) employment agreements An Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and confidentiality, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closing, each in substantially upon which 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 the Representative may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (vc) Secretary’s Certificate An Opinion of Counsel of the Seller, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretaryand addressed to the Purchaser and the Representative; (vid) Good standing certificates (including tax An Officer's Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Representative may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing certificates, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by Originator under the Secretary laws of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1California; (viie) Lease assignmentSuch opinions of counsel as the Rating Agencies, landlord consents the Trustee or the Trust Administrator may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; anddelivery of, or performance under, this Agreement; (viiif) all Books and Records A letter from Deloitte & Touche LLP, certified public accountants, 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 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 Loans contained therein) "The Mortgage Pool" agrees with the records of the Seller.;

Closing Documents. Seller The Closing Documents shall have delivered, or caused to be delivered, to Purchaser on consist of the Closing Date the following documentsfollowing: (i) bills of sale and assignment and assumption agreementsthis Agreement, each reasonably satisfactory in form and substance to duly executed by the Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) each of the Escrow Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by Seller, each Shareholder and the Escrow Agentrespective parties thereto; (iii) noncompetitionan Officer's Certificate substantially in the form of Exhibit D-1 hereto, confidentiality executed by the Secretary or an assistant secretary of the Seller, in his or her individual capacity on behalf of the Seller, and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to upon which CSFB Mortgage Securities, CSFB LLC, the Purchaser, Seller other Underwriters and the Shareholders Rating Agencies (collectively, for purposes of this Section 7, the “Noncompetition Agreements”)"Interested Parties") may rely, executed 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 Seller this Agreement and each Shareholder(B) the organizational documents of the Seller; (iv) employment agreements and confidentiality, noncompetition and nonsolicitation agreements duly executed a certificate of good standing with respect to the Seller issued by officers and key employees identified by Purchaser the Secretary of State of the State of Delaware not earlier than 30 days prior to Closingthe Closing Date, each in substantially and upon which 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 PurchaserInterested Parties may rely; (v) Secretary’s a Certificate of Sellerthe Seller substantially in the form of Exhibit D-2 hereto, in form and substance reasonably satisfactory to Purchaser, duly executed by an executive officer of the Seller on the Seller’s secretary's behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vi) Good standing certificates a written opinion or opinions of counsel for the Seller (including tax good standing certificateswhich may include an opinion of in-house counsel), if available from such state) dated as of a date within one week of the Closing Date for Seller certified 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 shall cover such corporate and other matters as shall be reasonably required by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Purchaser; (vii) Lease assignmentone or more comfort letters from Ernst & Young, landlord consents certified public accountants, dated the date of any preliminary Prospectus Supplement and nondisturbance agreements of the Prospectus Supplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB LLC, the other Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by CSFB Mortgage Securities, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement and the 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 such 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; (viii) such further certificates, opinions and documents as the Purchaser may reasonably satisfactory 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 from each landlord under a lease for authorizing the Leased Real Propertytransactions 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 (viiix) all Books and Records such other certificates of the SellerPurchaser'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. Seller The Closing Documents shall have delivered, or caused to be delivered, to Purchaser on consist of the Closing Date the following documentsfollowing: (i) bills The Pooling and Servicing Agreement, dated as of sale the Cut-off Date, substantially in the form of Exhibit 1 hereto and assignment with such further changes therein as the Seller and assumption agreementsthe Purchaser shall mutually agree to, each reasonably satisfactory in form and substance together with all documents required to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller;be delivered thereunder; and (ii) With respect to the Escrow Agreement duly executed by Mortgage Loans: (1) An Officer’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser and each Shareholder of ▇.▇. ▇▇▇▇▇▇ Securities Inc., Citigroup Global Markets Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the “Underwriters”) may rely, in the form of Exhibit 2 hereto, and attached thereto a certified copy of the resolutions of the board of directors of the Seller, together with copies of the Seller’s Certificate of Limited Partnership and Agreement of Limited Partnership, as amended, and a certificate of good standing of the Seller from the Secretary of State of the State of Delaware; (2) An Officer’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Escrow AgentUnderwriters may rely, in the form of Exhibit 3 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (3) An Opinion of Counsel of the Seller (who may be in-house counsel of the Seller), dated the Closing Date and addressed to the Purchaser and the Underwriters, substantially in the form attached hereto as Exhibit 4; (4) 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 as the Rating Agencies 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 or the Pooling and Servicing Agreement; and (6) Such further information, certificates, opinions and documents as the Purchaser or Underwriters may reasonably request. (iii) noncompetitionSuch additional documentation as is required to be delivered under the Underwriting Agreement dated December 12, confidentiality and nonsolicitation agreements in for a five year period from 2006, among the Closing DateSeller, in form and substance reasonably satisfactory to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (iv) 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 Seller▇.▇. ▇▇▇▇▇▇ Securities Inc., in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week representative of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; and (viii) all Books and Records of the Sellerseveral Underwriters.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills A Secretary’s Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to and upon which the PurchaserOriginator, Seller the Purchaser and the Shareholders UBS Securities LLC (the “Noncompetition AgreementsUnderwriter”)) may rely, executed by and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller and each Shareholderunder the laws of Delaware; (ivb) employment agreements and confidentialityAn Opinion of Counsel of the Seller, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingdated the Closing Date, 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 form satisfactory to Purchaserand addressed to the Underwriter; (vc) SecretaryAn Officer’s Certificate of Sellerthe Originator, dated the Closing Date, in form and substance reasonably satisfactory to Purchaserand upon which the Seller, duly executed by Seller’s secretarythe Purchaser and the Underwriter 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 its state of incorporation; (vid) Good standing certificates (including tax good standing certificates, if available from such state) dated as An opinion of a date within one week Counsel of the Originator, dated the Closing Date for Seller certified by Date, in form satisfactory to and addressed to the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Underwriter; (viie) Lease assignmentSuch 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, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; andor performance under, this Agreement; (viiif) all Books A letter from Deloitte & Touche, certified public accountants, 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 contained under the captions “Summary - Mortgage Loans,” “Risk Factors,” (to the extent of information concerning the Mortgage Loans contained therein) and Records “Description of the SellerMortgage Loans” agrees with the records of the Originator; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers' Certificate of sale and assignment and assumption agreementsthe Seller, each reasonably satisfactory in form and substance to dated the Closing Date, upon which the Purchaser and such other transfer documentation reasonably required ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. (the "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 Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit 3 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by Purchaser(collectivelythe Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the “Transfer Documents”Closing Date and addressed to the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 4; (d) executed 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; (iif) The Seller shall deliver to the Escrow Agreement duly executed by Purchaser for inclusion in the Prospectus Supplement 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 Seller, each Shareholder its financial condition and the Escrow Agent; (iii) noncompetitionits mortgage loan delinquency, confidentiality foreclosure and nonsolicitation agreements in for a five year period from the Closing Dateloss experience, in form underwriting standards, lending activities and substance reasonably satisfactory to the Purchaserloan sales, Seller production, and the Shareholders (the “Noncompetition Agreements”)servicing and collection practices, executed by Seller and each Shareholder; (iv) employment agreements and confidentialityany similar nonpublic, 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 Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Propertyunaudited financial information; and (viiig) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Underwriter may reasonably request.

Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto: (b) This Agreement, duly executed and delivered by the Purchaser and the Seller, and the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other parties thereto; and (c) An Officer's Certificate executed by an authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and (d) Certificate of good standing regarding the Seller shall have deliveredfrom Comptroller of the Currency, dated not earlier than 30 days prior to the Closing Date; and (e) A certificate of the Seller, executed by an executive officer or caused authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely to the effect that (i) the representations and warranties of the Seller in the Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under the Agreement to be deliveredperformed or satisfied at or prior to the date hereof; and (f) A written opinion of counsel for the Seller, subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller each as reasonably acceptable to counsel for the Purchaser on and the Underwriters, dated the Closing Date and addressed to the following documents:Purchaser, the Underwriters, the Trustee and each Rating Agency any other opinions of counsel for the Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates; and (g) Any other opinions of counsel for the Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates; and (h) Such further certificates, opinions and documents as the Purchaser may reasonably request; and (i) bills The Indemnification Agreement, duly executed by the respective parties thereto; and (j) One or more comfort letters from the Accountants dated the date of sale any preliminary Prospectus Supplement, Prospectus Supplement and assignment Memoranda respectively, and assumption agreementsaddressed to, each reasonably satisfactory and in form and substance acceptable to the Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) Underwriters in the Escrow Agreement duly executed by Seller, each Shareholder case of the preliminary Prospectus Supplement and the Escrow Agent; (iii) noncompetitionProspectus Supplement and to the Purchaser and the Placement Agent in the case of the Memoranda stating in effect that, confidentiality using the assumptions and nonsolicitation agreements in for a five year period from the Closing Date, in form and substance reasonably satisfactory to methodology used by the Purchaser, Seller all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Shareholders (Memoranda, compared the “Noncompetition Agreements”)results of their calculations to the corresponding items in any preliminary Prospectus Supplement, executed by Seller the Prospectus Supplement and the Memoranda, respectively, and found each Shareholder; (iv) employment agreements such number 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 Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states percentage set forth opposite its name on Schedule 4.1; (vii) Lease assignmentin any preliminary Prospectus Supplement, landlord consents the Prospectus Supplement and nondisturbance agreements the Memoranda, respectively, to be in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for agreement with the Leased Real Property; and (viii) all Books and Records results of the Sellersuch calculations.

Closing Documents. (a) At Closing, each Seller shall have deliveredexecute, or caused to be delivered, to Purchaser on the Closing Date acknowledge (if applicable) and deliver the following documents:documents to the Title Company (collectively, the “Sellers’ Closing Documents”): (i) bills A limited warranty deed sufficient to permit the issuance of sale the owner’s policy of title insurance referred to in Section 8(a)(iii) of this Agreement with any required documentary stamps affixed thereto, free and assignment clear of any and assumption agreementsall liens, each reasonably satisfactory encumbrances, covenants, conditions and restrictions, except for such exceptions as (A) have not been timely objected to by Purchaser under the final paragraph of Section 4 of this Agreement, (B) have been deemed waived by Purchaser under the final paragraph of Section 4 of this Agreement or (C) have been waived in form and substance to writing by Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, (the “Transfer DocumentsPermitted Exceptions”) executed by Seller); (ii) the Escrow Agreement duly executed by An assignment and assumption agreement, which is in a form reasonably acceptable to Purchaser and each Seller, whereby each Shareholder Seller assigns the landlord’s interest under the Leases (together with any security or other deposits pertaining thereto) to Purchaser and Purchaser assumes all of the Escrow Agentlandlord’s obligations under the Leases, which first accrue, arise and are performable on or after Closing (the “Assignment of Leases”). The Assignment of Leases will provide that (A) Purchaser shall indemnify and hold each Seller harmless with respect to the landlord’s obligations under the assumed Leases first arising from and after Closing and (B) each Seller shall indemnify and hold Purchaser harmless with respect to the landlord’s obligations arising under the assumed Leases before Closing; (iii) noncompetitionA blanket assignment and transfer of each (A) Seller’s interest, confidentiality and nonsolicitation agreements in for a five year period from the Closing Dateif any, in form any and substance reasonably satisfactory all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the PurchaserSubject Property, Seller (B) Seller’s interest, if any, in all licenses and permits necessary to operate the Shareholders Subject Property and (C) Seller’s interest, if any, in all intangible property owned and used in connection with the “Noncompetition Agreements”)operation of the Subject Property, executed by Seller and each Shareholderwhich shall be conveyed to Purchaser without recourse or warranty; (iv) employment agreements A certificate stating that all of the representations and confidentiality, noncompetition warranties made by each Seller set forth in this Agreement remain true and nonsolicitation agreements duly executed by officers correct in all material respects at and key employees identified by Purchaser prior to as of Closing, each provided that no representations or warranties of a Seller in substantially this Agreement shall survive Closing other than the forms attached hereto as Exhibit I (the “Employment Agreements”representations and warranties stated in Section 11(b) and execution of offer letters by other key employees as reasonably requested by Purchaser and reasonably satisfactory to Purchaserthis Agreement; (v) SecretaryAffidavits as may be reasonably required by the Title Company to delete any standard exceptions or mechanic’s Certificate of Seller, lien exceptions from the final Title Policy (as such term is defined in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretarySection 8(a)(iii)); (vi) Good standing certificates (including tax good standing certificatesIf available, a gap affidavit and indemnification agreement acceptable to Title Company if available from such state) dated as required for purposes of a date within one week of providing “gap” insurance coverage in the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Title Policy; (vii) Lease assignment, landlord consents A non-foreign certificate and nondisturbance agreements in form other documentation as may be appropriate and substance reasonably satisfactory to Purchaser from to meet the non-withholding requirements under FIRPTA and any other federal statute or regulations (or, in the alternative, each landlord Seller shall cooperate with Purchaser in the withholding of funds pursuant to FIRPTA regulations); (viii) An appropriate reporting form to be submitted with the deed at time of recordation, if any; (ix) A closing statement showing the Purchase Price and any adjustments thereto; (x) A copy of a notice, which will be delivered to the tenants under a lease for the Leased Real PropertyLeases to inform the tenants of Purchaser’s acquisition of the Subject Property and to direct that future payments due under such Leases be paid to Purchaser; and (viiixi) All such further documents, if any, as may be reasonably required in order to fully and legally close this transaction and convey the Subject Property to Purchaser subject only to the Permitted Exceptions. (b) At Closing, Purchaser shall execute, acknowledge (if applicable) and deliver the following documents to the Title Company (collectively, the “Purchaser’s Closing Documents”): (i) A certificate stating all Books of Purchaser’s representations and Records warranties set forth in this Agreement remain true and correct in all material respects at and as of the SellerClosing Date; (ii) The Assignments of Leases; (iii) A closing statement showing the Purchase Price and any adjustments thereto; and (iv) All such further documents, if any, as may be reasonably required in order to fully and legally close this transaction.

Closing Documents. Seller The Closing Documents shall have delivered, or caused to be delivered, to Purchaser on consist of the Closing Date the following documentsfollowing: (i) bills The Pooling and Servicing Agreement, dated as of sale the Cut-off Date, substantially in the form of Exhibit 1 hereto and assignment with such further changes therein as the Seller and assumption agreementsthe Purchaser shall mutually agree to, each reasonably satisfactory in form and substance together with all documents required to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller;be delivered thereunder; and (ii) With respect to the Escrow Agreement duly executed by Mortgage Loans: (1) An Officer’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser and each Shareholder of Citigroup Global Markets Inc., ▇▇▇▇▇▇ Brothers Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the “Underwriters”) may rely, in the form of Exhibit 2 hereto, and attached thereto a certified copy of the resolutions of the board of directors of the Seller, together with copies of the Seller’s Certificate of Limited Partnership and Agreement of Limited Partnership, as amended, and a certificate of good standing of the Seller from the Secretary of State of the State of Delaware; (2) An Officer’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Escrow AgentUnderwriters may rely, in the form of Exhibit 3 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (3) An Opinion of Counsel of the Seller (who may be in-house counsel of the Seller), dated the Closing Date and addressed to the Purchaser and the Underwriters, substantially in the form attached hereto as Exhibit 4; (4) 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 as the Rating Agencies 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 or the Pooling and Servicing Agreement; and (6) Such further information, certificates, opinions and documents as the Purchaser or Underwriters may reasonably request. (iii) noncompetitionSuch additional documentation as is required to be delivered under the Underwriting Agreement dated August 23, confidentiality and nonsolicitation agreements in for a five year period from 2005, among the Closing DateSeller, in form and substance reasonably satisfactory to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (iv) 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 SellerCitigroup Global Markets Inc., in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week representative of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; and (viii) all Books and Records of the Sellerseveral Underwriters.

Closing Documents. The Closing Documents shall consist of the following: a) The Pooling and Servicing Agreement, dated as of the Cut-off Date, substantially in the form of Exhibit 1 hereto and with such further changes therein as the Seller and the Purchaser shall have deliveredmutually agree to, or caused together with all documents required to be delivered, delivered thereunder; and b) With respect to Purchaser on the Closing Date the following documentsMortgage Loans: (i) bills 1. An Officers' Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, upon which the Purchaser, the certificate insurer and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the "Underwriter") may rely, in the form of Exhibit 2 hereto, and substance reasonably satisfactory attached thereto resolutions of the board of directors of the Seller, together with copies of the charter, by-laws and certificate of good standing of the Seller from the Office of Thrift Supervision; 2. An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the certificate insurer and the Underwriter may rely, in the form of Exhibit 3 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; 3. An Opinion of Counsel of the Seller, dated the Closing Date and addressed to the Purchaser, Seller the certificate insurer and the Shareholders (Underwriter, substantially in the “Noncompetition Agreements”), executed by Seller and each Shareholder; (iv) 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 form 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 Purchaser4; (v) Secretary’s Certificate 4. A letter from Price Waterhouse 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 Supplement, dated September 20, 1996, to a Prospectus, dated September 20, 1998 under the captions "The Mortgage Pool" and "Pooling and Servicing Agreement -The Mortgage Loan Seller and Master Servicer", "-Real Estate Owned" and "-Delinquency and Foreclosures" agrees with the records of the Seller and that the information under the captions "Summary of Prospectus Supplement," "The Mortgage Pool," "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates5. Such opinions of counsel as the Rating Agencies, if available from such state) dated as of a date within one week the certificate insurer or the Trustee may request in connection with the sale of the Closing Date for Seller certified Mortgage Loans by the Secretary of State Seller to the Purchaser or the Seller's execution and relevant taxing authority of delivery of, or performance under, this Agreement or the state of its incorporation Pooling and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real PropertyServicing Agreement; and (viii) all Books 6. Such further information, certificates, opinions and Records of documents as the SellerPurchaser, the certificate insurer or Underwriter may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers' Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, upon which the Originators, the Purchaser and Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit 3 hereto, and substance reasonably satisfactory 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 Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit 4 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (ivc) employment agreements An Opinion of Counsel of the Seller, dated the Closing Date and confidentialityaddressed to the Originators, noncompetition the Purchaser and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingthe Underwriter, each substantially in substantially the forms form 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 Purchaser5; (vd) Secretary’s An Officer's Certificate of each Originator, dated the Closing Date, upon which the Seller, the Purchaser and the Underwriter may rely, in the form of Exhibit 6 hereto, and substance reasonably satisfactory to Purchaserattached thereto copies of the certificate of incorporation, duly executed by Seller’s secretaryby-laws and certificate of good standing of such Originator under the laws of its state of incorporation; (vie) Good standing certificates (including tax good standing certificatesAn opinion of Counsel of each Originator, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by and addressed to the Secretary of State Seller, the Purchaser and relevant taxing authority of the state of its incorporation and each of Underwriter substantially in the states set forth opposite its name on Schedule 4.1form attached hereto as Exhibit 7; (viif) Lease assignmentSuch 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, landlord consents or performance under, this Agreement; (g) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and nondisturbance agreements 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 form the Purchaser's Prospectus Supplement, dated June 19, 1997 in the Summary under the subheading "The Mortgage Pool" and substance reasonably satisfactory 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 Purchaser the Seller for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, Inc., Asset-Backed Floating Rate Certificates, Series 1997-LB3, 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 each landlord 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 19, 1997 under a lease for the Leased Real Propertycaptions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Seller; and (viiij) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Underwriter may reasonably request.

Closing Documents. Seller The Closing Documents shall have delivered, or caused to be delivered, to Purchaser on consist of the Closing Date the following documentsfollowing: (i) bills of sale and assignment and assumption agreementsthis Agreement, each reasonably satisfactory in form and substance to duly executed by the Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) each of the Escrow Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by Seller, each Shareholder and the Escrow Agentrespective parties thereto; (iii) noncompetitionan Officer's Certificate substantially in the form of Exhibit D-1 hereto, confidentiality executed by the Secretary or an Assistant Secretary of the Seller, in his or her individual capacity on behalf of the Seller, and nonsolicitation agreements in for a five year period from dated the Closing Date, in form and substance reasonably satisfactory to upon which the PurchaserDepositor, Seller Credit Suisse Securities, the other Underwriters and the Shareholders Rating Agencies (collectively, for purposes of this Section 7, the “Noncompetition Agreements”)"Interested Parties") may rely, executed 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 Seller this Agreement and each Shareholder(B) the organizational documents of the Seller; (iv) employment agreements and confidentiality, noncompetition and nonsolicitation agreements duly executed a certificate of good standing with respect to the Seller issued by officers and key employees identified by Purchaser the Secretary of State of the State of California not earlier than 30 days prior to Closingthe Closing Date, each in substantially and upon which 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 PurchaserInterested Parties may rely; (v) Secretary’s a Certificate of Sellerthe Seller substantially in the form of Exhibit D-2 hereto, in form and substance reasonably satisfactory to Purchaser, duly executed by an executive officer of the Seller on the Seller’s secretary's behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vi) Good standing certificates a written opinion or opinions of counsel for the Seller (including tax good standing certificateswhich may include an opinion of in-house counsel), if available from such state) dated as of a date within one week of the Closing Date for Seller certified 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 shall cover such corporate and other matters as shall be reasonably required by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Purchaser; (vii) Lease assignmentone or more comfort letters from Ernst & Young LLP, landlord consents certified public accountants, dated the date of any preliminary Prospectus Supplement and nondisturbance agreements of the Prospectus Supplement, respectively, and addressed to, and in form and substance acceptable to, the Depositor, Credit Suisse Securities, the other Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by the Depositor, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement and the 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 such 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; (viii) such further certificates, opinions and documents as the Purchaser may reasonably satisfactory 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 from each landlord under a lease for authorizing the Leased Real Propertytransactions 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 (viiix) all Books and Records such other certificates of the SellerPurchaser'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. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officer’s Certificate of sale the Seller, dated the Closing Date, upon which the Purchaser, WaMu Capital Corp. (“WCC”), Banc of America Securities LLC (“Banc of America”) and assignment ▇▇▇▇▇▇ Brothers Inc. (“▇▇▇▇▇▇ Brothers,” and assumption agreements, each reasonably satisfactory in form together with WCC and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectivelyBanc of America, the “Transfer DocumentsUnderwriters”) executed by and the NIMS Insurer, if any, may rely and attached thereto copies of the federal charter, bylaws and OTS certificate of existence of the Seller; (iib) An Officer’s Certificate of the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form upon which the Purchaser, the Underwriters and substance reasonably satisfactory the NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller (which may be in-house counsel of the Seller), dated the Closing Date and addressed to the Purchaser, Seller the Underwriters and the Shareholders (the “Noncompetition Agreements”)NIMS Insurer, executed by Seller and each Shareholderif any; (ivd) employment agreements 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 confidentialitydelivery of, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingor performance under, 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 Purchaserthis Agreement; (ve) Secretary’s Certificate 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, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vif) Good standing certificates (including tax good standing certificatesThe Seller shall deliver or make available to the Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and “Static Pool Information” or for inclusion in other offering materials, if such publicly available from such state) dated 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 of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Underwriters may reasonably request; (viig) Lease assignment, landlord consents and nondisturbance agreements Letters from at least two nationally recognized statistical rating agencies rating the Offered Certificates (as defined in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real PropertyProspectus Supplement); and (viiih) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Underwriters may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers' Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form upon which the Purchaser, Greenwich Capital Markets, Inc. and substance reasonably satisfactory Banc One Capital Markets, Inc. (together, Greenwich Capital Markets, Inc. and Banc One Capital Markets, Inc. are the "Co-Representatives") and the NIMS 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 Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the Co-Representatives and the NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller (which may be in-house counsel of the Seller), dated the Closing Date and addressed to the Purchaser, Seller the Co-Representatives and the Shareholders (the “Noncompetition Agreements”)NIMS Insurer, executed by Seller and each Shareholderif any; (ivd) employment agreements 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 by the Seller to the Purchaser or the Seller's execution and confidentialitydelivery of, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingor performance under, 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 Purchaserthis Agreement; (ve) Secretary’s Certificate 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 Sellerwhich they determined that certain information of an accounting, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states financial or statistical nature set forth opposite its name on Schedule 4.1; (vii) Lease assignmentin the Prospectus Supplement under the captions "Summary of Terms--Mortgage Loans", landlord consents "Risk Factors", "The Mortgage Pool" and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for "Long Beach Mortgage Company" agrees with the Leased Real Property; and (viii) all Books and Records records of the Seller.;

Closing Documents. Seller The Company shall have delivereddelivered to Primus ----------------- the Class A Warrant in the form of Exhibit F attached hereto and to PNC the --------- Class B Warrant in the form of Exhibit G attached hereto, or caused and the Company shall --------- have delivered to be delivered, to each Purchaser on the Closing Date all of the following documents: (i) bills an Officer's Certificate, dated the date of sale the Closing, stating that the conditions specified in Section 1 and assignment paragraphs 2A through 2D and assumption agreementsparagraphs 2G through 2I, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectivelyinclusive, the “Transfer Documents”) executed by Sellerhave been fully satisfied; (ii) a Clerk's Certificate, dated the Escrow date of the Closing, certifying that attached thereto are copies of (a) the resolutions duly adopted by the Company's board of directors authorizing the execution, delivery and performance of this Agreement, the Registration Agreement, the Stockholders Agreement duly executed by Sellerand each of the other agreements contemplated hereby, each Shareholder the filing of the Certificate of Designation referred to in paragraph 2B, the filing of the amendment to the Articles of Organization referred to in paragraph 2C, the amendment to the Bylaws referred to in paragraph 2D, the issuance and sale of the Preferred Stock and the Escrow AgentWarrants, the reservation for issuance upon conversion of the Class A Preferred and exercise of the Class A Warrant of an aggregate of 264,000 shares of Class A Common, the reservation for issuance upon conversion of the Class B Preferred and exercise of the Class B Warrant of an aggregate of 264,000 shares of Class B Common, the reservation for issuance upon conversion of the Class B Common issuable upon conversion of the Class B Preferred and exercise of the Class B Warrant of an aggregate of 264,000 shares of Class A Common and the reservation for issuance upon conversion of the Class B Preferred of an aggregate of 240,000 shares of Class A Preferred and the consummation of all other transactions contemplated by this Agreement, and (b) the resolutions duly adopted by the Company's stockholders adopting the amendment to the Articles of Organization referred to in paragraph 2C; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from certified copies of the Closing Date, in form and substance reasonably satisfactory to the Purchaser, Seller Articles of Organization and the Shareholders (Certificate of Designation, each as filed with the “Noncompetition Agreements”)Secretary of State of The Commonwealth of Massachusetts and in effect at the Closing, executed and a copy of the Bylaws as certified by Seller the Clerk of the Company and each Shareholderin effect at the Closing; (iv) employment agreements copies of all third party and confidentialitygovernmental consents, noncompetition approvals and nonsolicitation agreements duly executed by officers filings required in connection with the consummation of the transactions hereunder (including, without limitation, all blue sky law filings and key employees identified by Purchaser prior to Closing, each in substantially the forms attached hereto as Exhibit I (the “Employment Agreements”) waivers of all preemptive rights and execution rights of offer letters by other key employees as reasonably requested by Purchaser and reasonably satisfactory to Purchaser;first refusal); and (v) Secretary’s Certificate of Seller, in form and substance such other documents relating to the transactions contemplated by this Agreement as any Purchaser or its special counsel may reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; and (viii) all Books and Records of the Sellerrequest.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers’ Certificate of sale the Seller, dated the Closing Date, upon which the Purchaser, Credit Suisse First Boston LLC and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectivelyWaMu Capital Corp. (the “Underwriters”), the Class I-A4 Insurer and the NIMS 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 Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the Underwriters, the Class I-A4 Insurer and the NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller (which may be in-house counsel of the Seller), dated the Closing Date and addressed to the Purchaser, the Underwriters, the Class I-A4 Insurer and the NIMS Insurer, if any; (d) Such opinions of counsel as the Rating Agencies, the Underwriters, the Trustee, the Class I-A4 Insurer 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 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 “Transfer DocumentsSummary of Terms—Mortgage Loans”) executed by , “Risk Factors”, “The Mortgage Pool” and “Long Beach Mortgage Company” agrees with the records of the Seller; (iif) The Seller shall deliver to the Escrow Agreement duly executed by 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, each Shareholder its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the Escrow Agentpool information, as the Underwriters may reasonably request; (iiig) noncompetition, confidentiality and nonsolicitation agreements Letters from at least two nationally recognized statistical rating agencies rating the Offered Certificates (as defined in for a five year period from the Closing Date, in form and substance reasonably satisfactory to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (iv) 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”Prospectus Supplement) and execution of offer letters by other key employees as reasonably requested by Purchaser and reasonably satisfactory to Purchaser; (v) Secretary’s Certificate of Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available a letter from such state) dated as of a date within at least one week of nationally recognized statistical rating agency rating the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real PropertyClass B Certificates; and (viiih) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Underwriters may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (i) bills An Officers' Certificate of sale and assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form satisfactory to and substance reasonably upon which the Purchaser and the Underwriters 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 and stating that the information contained in the Prospectus Supplement, relating to the Mortgage Loans and the Seller, and the applicable loan portfolio, is true and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) if any of the Non-Offered Certificates are offered on the Closing Date pursuant to a private placement memorandum, the Seller shall deliver an Officer's Certificate stating that the same information contained in such private placement memorandum is true and accurate in all material respects; (b) An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of each of the Seller and the Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the Purchaser, Seller the Certificate Insurer and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each ShareholderUnderwriters; (ivd) employment agreements Such opinions of counsel from the Purchaser's or Seller's counsel as the Rating Agencies may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and confidentialitydelivery of, noncompetition or performance under, this Agreement and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closing, each in substantially upon which 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 PurchaserUnderwriters may rely; (ve) Secretary’s Certificate of An Indemnification Agreement among the Master Servicer, the Depositor and the Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vif) Good standing certificates (including tax good standing certificatesA letter from Deloitte & Touche LLP, if available from such state) certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of a date within one week which they determined that certain information of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states an accounting, financial or statistical nature set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; and (viii) all Books and Records of the Seller.Prospectus

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officers' Certificate of sale the Seller, dated the Closing Date, upon which the Purchaser, WaMu Capital Corp. ("WCC") and assignment ▇▇▇▇▇▇▇, Sachs & Co. ("Goldman", and assumption agreementstogether with WCC, each reasonably satisfactory in form the "Underwriters") may rely and substance to attached thereto copies of the certificate of incorporation, bylaws and certificate of good standing of the Seller under the laws of the State of Delaware; (b) An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and such other transfer documentation reasonably required the Underwriters may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by Purchaser(collectivelythe Seller to the Purchaser; (c) An Opinion of Counsel of the Seller (which may be in-house counsel of the Seller), dated the Closing Date and addressed to the Purchaser and the Underwriters; (d) Such opinions of counsel as the Rating Agencies, the “Transfer Documents”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) executed by 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; (iif) The Seller shall deliver or make available to the Escrow Agreement duly executed by Purchaser for inclusion in the Prospectus Supplement under the captions "The Sponsor," "The Servicers" and "Static Pool Information" or for inclusion in other offering materials, such publicly available information regarding the Seller and Washington Mutual Bank, their financial condition, Seller's underwriting standards, each Shareholder 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 Escrow Agentpool information, as the Underwriters may reasonably request; (iiig) noncompetition, confidentiality and nonsolicitation agreements Letters from at least two nationally recognized statistical rating agencies rating the Offered Certificates (as defined in for a five year period from the Closing Date, in form and substance reasonably satisfactory to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (iv) 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”Prospectus Supplement) and execution of offer letters by other key employees as reasonably requested by Purchaser and reasonably satisfactory to Purchaser; (v) Secretary’s Certificate of Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available a letter from such state) dated as of a date within at least one week of nationally recognized statistical rating agency rating the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real PropertyClass B Certificates; and (viiih) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Underwriters may reasonably request.

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (ia) bills An Officer’s Certificate of sale the Seller, dated the Closing Date, upon which the Purchaser, WaMu Capital Corp. (“WCC”) and assignment Greenwich Capital Markets, Inc. (“Greenwich,” and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectivelytogether with WCC, the “Transfer DocumentsUnderwriters”) executed by and the NIMS Insurer, if any, may rely and attached thereto copies of the federal charter, bylaws and OTS certificate of existence of the Seller; (iib) An Officer’s Certificate of the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form upon which the Purchaser, the Underwriters and substance reasonably satisfactory the NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller (which may be in-house counsel of the Seller), dated the Closing Date and addressed to the Purchaser, Seller the Underwriters and the Shareholders (the “Noncompetition Agreements”)NIMS Insurer, executed by Seller and each Shareholderif any; (ivd) employment agreements 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 confidentialitydelivery of, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closingor performance under, 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 Purchaserthis Agreement; (ve) Secretary’s Certificate 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, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vif) Good standing certificates (including tax good standing certificatesThe Seller shall deliver or make available to the Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and “Static Pool Information” or for inclusion in other offering materials, if such publicly available from such state) dated 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 of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1Underwriters may reasonably request; (viig) Lease assignment, landlord consents and nondisturbance agreements Letters from at least two nationally recognized statistical rating agencies rating the Offered Certificates (as defined in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real PropertyProspectus Supplement); and (viiih) all Books Such further information, certificates, opinions and Records of documents as the SellerPurchaser or the Underwriters may reasonably request.

Closing Documents. Seller (a) The Sellers shall have delivered, or caused deliver to be delivered, to Purchaser on Buyer at the Closing Date the following documentsitems and documents (collectively, the “Transaction Documents”), duly executed by each Seller where necessary to make them effective: (i) bills customary assignments and transfers of sale and assignment and assumption agreementsthe Ownership Interests, each in a form that is reasonably satisfactory acceptable to Buyer, including without limitation certificates representing all of the issued and outstanding shares of capital stock of ACS and Supermarine Investors duly endorsed in form and substance to Purchaser and such other transfer documentation reasonably required blank or accompanied by Purchaser(collectively, the “Transfer Documents”) executed by Sellerblank stock powers; (ii) a certificate dated the Escrow Agreement duly executed by SellerClosing Date, each Shareholder to the effect that the conditions set forth in Sections 6.1(a) and the Escrow Agent(b) have been satisfied; (iii) noncompetition, confidentiality a release and nonsolicitation agreements waiver in for a five year period from the Closing Date, in form and substance reasonably satisfactory to the Purchaser, Seller and the Shareholders (the attached hereto as Exhibit “Noncompetition AgreementsF”), executed by Seller and each Shareholder; (iv) employment agreements and confidentiality, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closing, each the Escrow Agreement in substantially the forms form attached hereto as Exhibit I (the “Employment AgreementsB”) and execution of offer letters by other key employees as reasonably requested by Purchaser and reasonably satisfactory to Purchaser;; and (v) Secretary’s Certificate of Seller, in form such other documents or instruments as Buyer reasonably may request to effect the transactions contemplated hereby. (b) Buyer shall deliver to the Sellers at the Closing the following items and substance reasonably satisfactory to Purchaserdocuments, duly executed by Seller’s secretaryBuyer where necessary to make them effective: (i) customary assignments and transfers of the Ownership Interests, each in a form that is reasonably acceptable to Buyer; (viii) Good standing certificates (including tax good standing certificates, if available from such state) a certificate dated as of a date within one week of the Closing Date for Seller certified Date, signed on its behalf by an authorized officer, to the Secretary of State and relevant taxing authority of effect that the state of its incorporation and each of the states conditions set forth opposite its name on Schedule 4.1in Sections 7.1(b) and (c) have been satisfied; (viiiii) Lease assignmenta certificate dated the Closing Date, landlord consents and nondisturbance agreements signed on its behalf by an authorized officer, in accordance with Section 7.1(f); (iv) the Escrow Agreement in the form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Propertyattached hereto as Exhibit “B”; and (viiiv) all Books such instruments of assumption and Records of other documents or instruments as the SellerSellers reasonably may request to effect the transaction contemplated hereby. (c) The Companies shall deliver to the Sellers at Closing a release and waiver in the form attached hereto as Exhibit “G.”

Closing Documents. Seller Without limiting the generality of Section 8 hereof, the closing shall have delivered, or caused be subject to be delivered, to Purchaser on the Closing Date delivery of each of the following documents: (i) bills An Officers' Certificate of sale the Seller and assignment and assumption agreementsMaster Servicer, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller; (ii) the Escrow Agreement duly executed by Seller, each Shareholder and the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from dated the Closing Date, in form satisfactory to and substance reasonably upon which the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in the Prospectus Supplement, relating to the Mortgage Loans, the Seller and Master Servicer, and its loan portfolio, is true and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) if the Class M-4, Class CE Certificates or Class P Certificates are offered on the Closing Date pursuant to a Private Placement Memorandum, the Seller and the Master Servicer shall deliver an Officer's Certificate stating that the same information contained in such Private Placement Memorandum is true and accurate in all material respects; (b) An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the Purchaser, the Certificate Insurer and the Underwriter; (d) Such opinions of counsel from the Purchaser's or Seller's counsel as the Rating Agencies 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 and upon which the Underwriter and the Certificate Insurer may rely; (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 (i) the Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool", "Yield on the Certificates", "Description of the Certificates", "Pooling and Servicing Agreement--The Seller and Master Servicer", Annex II and Annex III and (ii) the Private Placement Memorandum, under the caption "Yield and Prepayment Considerations" agrees with the records of the Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each ShareholderMaster Servicer; (iv) 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 Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; and (viii) all Books and Records of the Seller.

Closing Documents. Seller The Closing Documents shall have delivered, or caused to be delivered, to Purchaser on consist of the Closing Date the following documentsfollowing: (i) bills The Pooling and Servicing Agreement, dated as of sale the Cut-off Date, substantially in the form of Exhibit 1 hereto and assignment with such further changes therein as the Seller and assumption agreementsthe Purchaser shall mutually agree to, each reasonably satisfactory in form and substance together with all documents required to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Seller;be delivered thereunder; and (ii) With respect to the Escrow Agreement duly executed by Mortgage Loans: (1) An Officer’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser and each Shareholder of Citigroup Global Markets Inc., ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the “Underwriters”) may rely, in the form of Exhibit 2 hereto, and attached thereto a certified copy of the resolutions of the board of directors of the Seller, together with copies of the Seller’s Certificate of Limited Partnership and Agreement of Limited Partnership, as amended, and a certificate of good standing of the Seller from the Secretary of State of the State of Delaware; (2) An Officer’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Escrow AgentUnderwriters may rely, in the form of Exhibit 3 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (3) An Opinion of Counsel of the Seller (who may be in-house counsel of the Seller), dated the Closing Date and addressed to the Purchaser and the Underwriters, substantially in the form attached hereto as Exhibit 4; (4) 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 as the Rating Agencies 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 or the Pooling and Servicing Agreement; and (6) Such further information, certificates, opinions and documents as the Purchaser or Underwriters may reasonably request. (iii) noncompetitionSuch additional documentation as is required to be delivered under the Underwriting Agreement dated November 13, confidentiality and nonsolicitation agreements in for a five year period from 2006, among the Closing DateSeller, in form and substance reasonably satisfactory to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (iv) 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 Seller▇▇▇▇▇▇ Brothers Inc., in form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretary; (vi) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week representative of the Closing Date for Seller certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; and (viii) all Books and Records of the Sellerseveral Underwriters.

Closing Documents. On the initial Closing Date, the Seller and the Servicer shall have delivered, or caused deliver to be delivered, to the Purchaser on the Closing Date the following documentsin escrow fully executed originals of: (ia) bills of sale and assignment and assumption agreementsthis Agreement, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser(collectively, the “Transfer Documents”) executed by Sellerincluding all exhibits; (iib) an Officer’s Certificate, in the Escrow Agreement duly executed by Sellerform of Exhibit I hereto, each Shareholder for the Seller and for the Escrow AgentServicer including all attachments thereto; (iiic) noncompetitionthe Mortgage Loan Schedule, confidentiality and nonsolicitation agreements in for a five year period from the Closing Date, in form and substance reasonably satisfactory one copy to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholderbe attached hereto; (ivd) employment agreements and confidentiality, noncompetition and nonsolicitation agreements duly executed by officers and key employees identified by Purchaser prior to Closing, each an opinion of in-house counsel for the Seller substantially in substantially the forms form 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 PurchaserJ; (ve) Secretary’s Certificate of Seller, an Escrow Account Certification in the form and substance reasonably satisfactory to Purchaser, duly executed by Seller’s secretaryannexed hereto as Exhibit C; (vif) Good standing certificates (including tax good standing certificatesa Custodial Account Certification in the form annexed hereto as Exhibit B; IN WITNESS WHEREOF, if available from such state) dated the Seller and the Purchaser have caused their names to be signed hereto by their respective officers thereunto duly authorized as of a date within one week 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 Closing Date 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 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 Seller in 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 form annexed hereto as Exhibit H. The original Mortgage with evidence of recording thereon, or a copy thereof certified by the Secretary of State and relevant taxing authority 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 state of its incorporation and each original Mortgage together with a certificate of the states set forth opposite its name on Schedule 4.1; (vii) Lease assignment, landlord consents and nondisturbance agreements Seller certifying that the original Mortgage has been delivered for recording in form and substance reasonably satisfactory to Purchaser from each landlord under a lease for the Leased Real Property; and (viii) all Books and Records appropriate public recording office of the jurisdiction in which the Mortgaged Property is located. The original or certified to be true copy, certified by the Seller, of the Primary Mortgage Insurance Policy, if required.