Common use of Closing Documents Clause in Contracts

Closing Documents. (a) At Closing, Seller shall deliver to Escrow Agent the following: (i) A duly executed Assignment and Assumption of Membership Interest for the Company in the form attached hereto as Exhibit “E” to this Agreement; (ii) A certification in a form reasonably acceptable to Buyer, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counsel.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and Salomon Smith Bar▇▇▇ ▇▇▇. (▇▇▇ "Representative") may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of New York; (ib) A duly executed Assignment An Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and Assumption upon which the Purchaser and the Representative may rely, with respect to certain facts regarding the sale of Membership Interest for the Company Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (d) An Officer's Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Representative may rely, and attached hereto thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of California; (e) Such opinions of counsel as Exhibit “E” the Rating Agencies, 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 delivery of, or performance under, this Agreement; (iif) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche LLP, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Sellercertified public accountants, and deliver such other documents and papers which may be reasonably necessary to the consummation 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 Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counsel.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officer’s Certificate of the Seller, Seller shall deliver to Escrow Agent dated the following:Closing Date, upon which the Purchaser, WaMu Capital Corp. (“WCC”) and Banc of America Securities LLC (“Banc of America,” and together with WCC, the “Underwriters”) 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; (ib) A duly executed Assignment An Officer’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the Underwriters and Assumption the NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of Membership Interest for the Company 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, the Delaware Trustee or the NIMS Insurer, if any, may reasonably request in connection with the form attached hereto as Exhibit “E” sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (iie) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche L.L.P., that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement certified public accountants, dated the date hereof and to execute 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 deliver all documents assigning “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (viif) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that deliver or make available to the Limited Liability Company Agreement has not been modified Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and “Static Pool Information” or amended except for inclusion in other offering materials, such publicly available information regarding the Seller, its financial condition, underwriting standards, lending activities and loan sales, production, static pool information and servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the pool information, as requested hereinthe Underwriters may reasonably request; (viiig) The original Title Insurance issued by First American Insurance Company for Letters from at least two nationally recognized statistical rating agencies rating the PropertyOffered Certificates (as defined in the Prospectus Supplement); and (ixh) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriters may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officer’s Certificate of the Seller, Seller shall deliver to Escrow Agent dated the following:Closing Date, upon which the Purchaser, WaMu Capital Corp. (“WCC”) and ▇▇▇▇▇▇ Brothers Inc. (“▇▇▇▇▇▇,” and together with WCC, the “Underwriters”) 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; (ib) A duly executed Assignment An Officer’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the Underwriters and Assumption the NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of Membership Interest for the Company 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, the Delaware Trustee or the NIMS Insurer, if any, may reasonably request in connection with the form attached hereto as Exhibit “E” sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (iie) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche L.L.P., that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement certified public accountants, dated the date hereof and to execute 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 deliver all documents assigning “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (viif) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that deliver or make available to the Limited Liability Company Agreement has not been modified Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and “Static Pool Information” or amended except for inclusion in other offering materials, such publicly available information regarding the Seller, its financial condition, underwriting standards, lending activities and loan sales, production, static pool information and servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the pool information, as requested hereinthe Underwriters may reasonably request; (viiig) The original Title Insurance issued by First American Insurance Company for Letters from at least two nationally recognized statistical rating agencies rating the PropertyOffered Certificates (as defined in the Prospectus Supplement); and (ixh) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriters may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officer’s Certificate of the Seller, Seller shall deliver dated the Closing Date, in form satisfactory to Escrow Agent and upon which the following:Purchaser and Bear, ▇▇▇▇▇▇▇ & Co. Inc. (the “Representative”) may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (ib) A duly executed Assignment An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and Assumption addressed to the Purchaser and the Representative; (c) An Officer’s Certificate of Membership Interest for the Company Responsible Party, 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 of the Responsible Party; (d) An Opinion of Counsel of the Responsible Party, dated the Closing Date, in form attached hereto satisfactory to and addressed to the Purchaser and the Representative; (e) Such opinions of counsel as Exhibit “E” 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; (iif) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche LLP, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Sellercertified public accountants, and deliver such other documents and papers which may be reasonably necessary to the consummation 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 2005-NC2, dated May 2, 2005 (the “Prospectus Supplement”) relating to the Offered Certificates contained under the captions “Summary—The Mortgage Loans,” “Risk Factors,” (to the extent of information concerning the Mortgage Loans contained therein) “The Mortgage Pool” agrees with the records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the PropertyOriginator; and (ixg) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Representative may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 7 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers’ Certificate of the Seller, Seller shall deliver dated the Closing Date, upon which the Purchaser and Citigroup Global Markets Inc. (the “Underwriter”) may rely, in a form acceptable to Escrow Agent the following:Purchaser; (ib) A duly executed Assignment Secretary’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Assumption the Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of Membership Interest for the Company certificate of incorporation, by-laws and certificate of good standing of the Seller; (c) An Opinion of Counsel of the Seller, dated the Closing Date and addressed to the Purchaser and the Underwriter, in a form acceptable to the Purchaser; (d) An Officers’ Certificate of each Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser; (e) A Secretary’s Certificate of each Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser, and attached hereto thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator; (f) Such opinions of counsel as Exhibit “E” 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; (iig) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche L.L.P., that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement certified public accountants, dated the date hereof and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described 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 this Agreement to be executed by Sellerthe Purchaser’s Prospectus Supplement, and deliver such other documents and papers which may be reasonably necessary to dated August 30, 2005, agrees with the consummation records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (viih) Letters from certified public accountants for each Originator, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s Prospectus Supplement, dated August 30, 2005 under the subheading “The original Limited Liability Company Agreement for Master Servicer and the Company to which a certification from an authorized officer Servicers—The Servicers” agrees with the records of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the PropertyServicer; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such Such further information, certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriter may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Originator, Seller shall deliver dated the Closing Date, in form satisfactory to Escrow Agent and upon which the following: (i) A duly executed Assignment Purchaser and Assumption the Underwriters may rely, and attached thereto copies of Membership Interest for the Company in certificate of incorporation, by-laws and certificate of good standing of the form attached hereto as Exhibit “E” to this Agreement; Originator under the laws of Delaware and (ii) A certification in if the Class CE Certificates and Class P Certificates are offered on the Closing Date pursuant to a form reasonably acceptable to BuyerPrivate Placement Memorandum, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and the Originator shall deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) an Officer's Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transactionsame information contained in such Private Placement Memorandum is true and accurate in all material respects; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance An Officers' Certificate of the Purchase PriceOriginator, 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 Originator to the Purchaser; (iic) Deliver An Opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to Seller such documents as Seller or Seller’s respective counsel, may reasonably request and addressed to evidence Buyer’s authority to execute the Purchaser and perform under this Agreementthe Underwriters; (iiid) Deliver Such opinions of counsel from the Purchaser's or Originator's counsel as the Rating Agencies may request in connection with the sale of the Mortgage Loans by the Originator to Seller a duly executed Assignment the Purchaser or the Originator's execution and Assumption of Membership Interest for delivery of, or performance under, this Agreement and upon which the Company; andUnderwriters may rely; (ive) Such documents described 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 this Agreement to be executed by Buyerthe Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool", "Yield on the Certificates", "Description of the Certificates", and deliver such other documents "Pooling and papers which may be reasonably necessary to Servicing Agreement--The Originator and Master Servicer", agrees with the consummation records of the Transaction as may be reasonably requested by Seller, Seller’s respective counsel.Originator;

Closing Documents. (a) At ClosingWithout limiting the generality of Section 8 hereof, Seller the closing shall deliver be subject to Escrow Agent delivery of each of the followingfollowing documents: (i) A duly executed Assignment An Officers' Certificate of the Seller and Assumption Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser, the Certificate Insurer and the Underwriters may rely, and attached thereto copies of Membership Interest for the Company 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 form attached hereto as Exhibit “E” Prospectus Supplement, relating to this Agreement; 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) A certification in a form reasonably acceptable to Buyer, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation if any of the Transaction as may be reasonably requested by BuyerNon-Offered Certificates are offered on the Closing Date pursuant to a private placement memorandum, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached deliver an Officer's Certificate stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transactionsame information contained in such private placement memorandum is true and accurate in all material respects; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance An Officers' Certificate of the Purchase PriceSeller, dated the Closing Date, in form satisfactory to and upon which the Purchaser, the Certificate Insurer and the Underwriters may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (iic) Deliver An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to Seller such documents as Seller or Seller’s respective counseland addressed to the Purchaser, may reasonably request to evidence Buyer’s authority to execute the Certificate Insurer and perform under this Agreementthe Underwriters; (iiid) Deliver Such opinions of counsel from the Purchaser's or Seller's counsel as the Rating Agencies or the Certificate Insurer may request in connection with the sale of the Mortgage Loans by the Seller to Seller a duly executed Assignment the Purchaser or the Seller's execution and Assumption of Membership Interest for delivery of, or performance under, this Agreement and upon which the Company; andCertificate Insurer and the Underwriters may rely; (ive) Such documents described in this Agreement to be executed by BuyerA letter from Deloitte & Touche LLP, certified public accountants, dated the date hereof and deliver such other documents and papers which may be reasonably necessary to the consummation 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 Transaction as may be reasonably requested by SellerCertificates", Seller’s respective counsel."Pooling and Servicing Agreement--The Seller and Master Servicer", Annex II and Annex III agrees with the records of the Seller and the Master Servicer;

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingA Secretary's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC (the "Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of Delaware; (ib) A duly executed Assignment An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and Assumption addressed to the Underwriter; (c) An Officer's Certificate of Membership Interest for the Company Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form attached hereto satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as Exhibit “E” 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; (iif) A certification 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 a form reasonably acceptable the Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to Buyer, that Seller is not a foreign personthe extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Loans" agrees with the records of the Originator; (iiig) Such further information, certificates, opinions and documents as Buyer’s counsel the Purchaser or the Underwriter may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser, ▇▇▇▇▇▇ Brothers Inc. and 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 shall deliver to Escrow Agent under the following:laws of the State of Delaware; (ib) A duly executed Assignment An Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the Underwriters and Assumption the NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of Membership Interest for the Company 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 form attached hereto as Exhibit “E” sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (iie) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche L.L.P., that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement certified public accountants, dated the date hereof and to execute 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 deliver all documents assigning “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (viif) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that deliver or make available to the Limited Liability Company Agreement has not been modified Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and “Static Pool Information” or amended except for inclusion in other offering materials, such publicly available information regarding the Seller and Washington Mutual Bank, their financial condition, Seller’s underwriting standards, lending activities and loan sales, production, static pool information and master servicing practices, and Washington Mutual Bank’s servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the pool information, as requested hereinthe Underwriters may reasonably request; (viiig) The original Title Insurance issued by First American Insurance Company for Letters from at least two nationally recognized statistical rating agencies rating the PropertyOffered Certificates (as defined in the Prospectus Supplement) and a letter from at least one nationally recognized statistical rating agency rating the Class B Certificates; and (ixh) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriters may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. (a) At Closing, Seller The Closing Documents shall deliver to Escrow Agent consist of the following: (i) A This Agreement duly executed Assignment and Assumption of Membership Interest for delivered by the Company in Purchaser and the form attached hereto as Exhibit “E” to this AgreementSeller; (ii) A certification An Officer's Certificate substantially in a the form reasonably acceptable to Buyerof Exhibit D-1 hereto, that Seller is not a foreign personexecuted by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) Such documents as Buyer’s counsel may reasonably request A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to BuyerClosing Date; (iv) Such documents described A certificate of the Seller substantially in this Agreement to be the form of Exhibit D-2 hereto, executed by Selleran executive officer or authorized signatory of the Seller and dated the Closing Date, and deliver such other documents upon which the Purchaser and papers which the Underwriter may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counselrely; (v) Certificate A written opinion of Good Standing counsel for the Company Seller, substantially in the form of Exhibit D-3 hereto and Certificate of Authority from subject to such reasonable assumptions and qualifications as may be requested by counsel for the State of FloridaSeller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter; (vi) Copies Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance of the Certificate Certificates, each of Formation which shall include the Purchaser and Operating Agreement together with all modifications and amendments thereto for the Company, certified Underwriter as true and correct by an authorized officer of Seller;addressee; and (vii) A letter or letters from Deloitte & Touche, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The original Limited Liability Company Agreement for Mortgage Pool," "Description of the Company to which a certification from an authorized officer Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein;Seller; and (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further certificates, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such opinions and documents as Seller or Seller’s respective counsel, the Purchaser may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingA Secretary's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which NC Capital, the Purchaser and UBS Securities LLC (the “Underwriter”) may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of Delaware; (ib) A duly executed Assignment An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and Assumption addressed to the Underwriter; (c) An Officer's Certificate of Membership Interest for NC Capital, dated the Company Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of NC Capital under the laws of its state of incorporation; (d) An opinion of Counsel of NC Capital, dated the Closing Date, in form attached hereto satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as Exhibit “E” 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; (iif) A certification 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 a form reasonably acceptable the Prospectus Supplement, contained under the captions “Summary—Mortgage Loans,” “Risk Factors,” (to Buyer, that Seller is not a foreign personthe extent of information concerning the Mortgage Loans contained therein) and “Description of the Mortgage Loans” agrees with the records of NC Capital; (iiig) Such further information, certificates, opinions and documents as Buyer’s counsel the Purchaser or the Underwriter may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. (a) At Closing, Seller The Closing Documents shall deliver to Escrow Agent consist of the following: (i) A duly executed Assignment The [Transfer] [Pooling] and Assumption Servicing Agreement, dated as of Membership Interest for the Company Cut-off Date, substantially in the form of Exhibit 1 hereto and with such further changes therein as the Seller and the Purchaser shall mutually agree to, together with all documents required to be delivered thereunder; and (ii) With respect to the Mortgage Loans: (1) An Officer’s Certificate of the Seller, 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 Underwriters 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 “E” to this Agreement4; (ii4) A certification 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 a form 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 acceptable request in connection with the sale of the Mortgage Loans by the Seller to Buyerthe Purchaser or the Seller’s execution and delivery of, that Seller is not a foreign person;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) Such documents additional documentation as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement is required to be executed by delivered under the Underwriting Agreement dated [ ] among the Seller, the Purchaser and deliver such other documents and papers which may be reasonably necessary to the consummation [ ], as representative of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselUnderwriters.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officer’s Certificate of the Seller, Seller shall deliver dated the Closing Date, in form satisfactory to Escrow Agent and upon which the following:Purchaser may rely, and attached thereto copies of the certificate of incorporation, bylaws and certificate of good standing of the Seller; (ib) A duly executed Assignment An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and Assumption addressed to the Purchaser and the Representative; (c) An Officer’s Certificate of Membership Interest for the Company Responsible Party, 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, bylaws and certificate of good standing of the Responsible Party; (d) An Opinion of Counsel of the Responsible Party, dated the Closing Date, in form attached hereto satisfactory to and addressed to the Purchaser and the Representative; (e) Such opinions of counsel as Exhibit “E” 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; (iif) A certification in a form reasonably acceptable to Buyerletter from Deloitte and Touche LLP, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Sellercertified public accountants, and deliver such other documents and papers which may be reasonably necessary to the consummation 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 the Certificates dated March 27, 2006 (the “Prospectus Supplement”) relating to the Certificates contained under the captions “Summary of Terms—Mortgage Loans”, “Risk Factors” (to the extent of information concerning the Mortgage Loans contained therein) and “The Mortgage Pool” agrees with the records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the PropertyResponsible Party; and (ixg) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Representative may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingA Secretary's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Securities LLC (the "Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of Delaware; (ib) A duly executed Assignment An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and Assumption addressed to the Underwriter; (c) An Officer's Certificate of Membership Interest for the Company Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form attached hereto satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as Exhibit “E” 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; (iif) A certification 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 a form reasonably acceptable the Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to Buyer, that Seller is not a foreign personthe extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Loans" agrees with the records of the Originator; (iiig) Such further information, certificates, opinions and documents as Buyer’s counsel the Purchaser or the Underwriter may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser, WaMu Capital Corp. (“WCC”) and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“Merrill,” and together with WCC, 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 shall deliver to Escrow Agent under the following:laws of the State of Delaware; (ib) A duly executed Assignment An Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the Co-Representatives and Assumption the NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of Membership Interest for the Company 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 form attached hereto as Exhibit “E” sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (iie) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche L.L.P., that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement certified public accountants, dated the date hereof and to execute 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 deliver all documents assigning “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (viif) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that deliver or make available to the Limited Liability Company Agreement has not been modified Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and “Static Pool Information” or amended except for inclusion in other offering materials, such publicly available information regarding the Seller and Washington Mutual Bank, their financial condition, Seller’s underwriting standards, lending activities and loan sales, production, static pool information and master servicing practices, and Washington Mutual Bank’s servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the pool information, as requested hereinthe Co-Representatives may reasonably request; (viiig) The original Title Insurance issued by First American Insurance Company for Letters from at least two nationally recognized statistical rating agencies rating the PropertyOffered Certificates (as defined in the Prospectus Supplement) and a letter from at least one nationally recognized statistical rating agency rating the Class B Certificates; and (ixh) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Co-Representatives may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officer's Certificate of the Seller, Seller shall deliver dated the Closing Date, in form satisfactory to Escrow Agent and upon which the following:Purchaser and Citigroup Global Markets Inc. (the "Representative") may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (ib) A duly executed Assignment An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and Assumption addressed to the Purchaser and the Representative; (c) An Officer's Certificate of Membership Interest for the Company Responsible Party, 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 of the Responsible Party; (d) An Opinion of Counsel of the Responsible Party, dated the Closing Date, in form attached hereto satisfactory to and addressed to the Purchaser and the Representative; (e) Such opinions of counsel as Exhibit “E” 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; (iif) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche LLP, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Sellercertified public accountants, and deliver such other documents and papers which may be reasonably necessary to the consummation 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 2006-NC1, dated February 6, 2006 (the "Prospectus Supplement") relating to the Offered Certificates contained under the captions "Summary--The Mortgage Pool," "Legal Proceedings," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for Mortgage Pool" agrees with the Company and Certificate of Authority from the State of Florida; (vi) Copies records of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the PropertyOriginator; and (ixg) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Representative may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, 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 attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of New York; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, MBIA and Assumption the Underwriter may rely, in the form of Membership Interest for Exhibit 4 hereto, with respect to certain facts regarding the Company 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 Originator, the Purchaser, MBIA and the Underwriter, substantially in the form attached hereto as Exhibit “E” 5; (d) An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser, MBIA and the Underwriter may rely, in the form of Exhibit 6 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of Delaware; (e) An opinion of Counsel of the Originator, dated the Closing Date and addressed to the Seller, the Purchaser, MBIA and the Underwriter, substantially in the form attached hereto as Exhibit 7; (f) 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; (iig) A certification 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 a form reasonably acceptable the Purchaser's Prospectus Supplement, dated January 22, 1997 in the Summary under the subheading "The Mortgage Pool" and under the captions "The Mortgage Pool" and "Pooling and Servicing (h) The Originator shall deliver to Buyerthe Seller for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, that Seller is not a foreign personInc., 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; (iiii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to execute the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated January 22, 1997 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation "Description of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for Certificates" agrees with the Company and Certificate of Authority from the State of Florida; (vi) Copies records of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ixj) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser, MBIA or Seller’s respective counsel, the Underwriter may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser, Credit Suisse Securities (USA) LLC (“CSS”) and WaMu Capital Corp. (“WCC”, and together with CSS, 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 shall deliver to Escrow Agent under the following:laws of the State of Delaware; (ib) A duly executed Assignment An Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the Underwriters and Assumption the NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of Membership Interest for the Company 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 form attached hereto as Exhibit “E” 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; (iie) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche L.L.P., that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement certified public accountants, dated the date hereof and to execute 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 deliver all documents assigning “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (viif) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that deliver or make available to the Limited Liability Company Agreement has not been modified Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and “Static Pool Information” or amended except for inclusion in other offering materials, such publicly available information regarding the Seller and Washington Mutual Bank, their financial condition, Seller’s underwriting standards, lending activities and loan sales, production, static pool information and master servicing practices, and Washington Mutual Bank’s servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the pool information, as requested hereinthe Underwriters may reasonably request; (viiig) The original Title Insurance issued by First American Insurance Company for Letters from at least two nationally recognized statistical rating agencies rating the PropertyOffered Certificates (as defined in the Prospectus Supplement); and (ixh) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriters may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn officers’ certificate of the Seller, dated the Closing Date, in form satisfactory to and 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 California 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 Certificates are offered on the Closing Date pursuant to a private placement memorandum, the Seller shall deliver to Escrow Agent the following: (i) A duly executed Assignment and Assumption of Membership Interest for the Company in the form attached hereto as Exhibit “E” to this Agreement; (ii) A certification in a form reasonably acceptable to Buyer, that Seller is not a foreign person; (iii) Such documents as Buyeran Officer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transactionsame information contained in such private placement memorandum is true and accurate in all material respects; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance An officers’ certificate of the Purchase PriceSeller, 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; (iic) Deliver An opinion of counsel for the Seller, dated the Closing Date, in form satisfactory to Seller such documents as Seller and addressed to the Purchaser and the Underwriters; (d) Such opinions of counsel from the Purchaser’s or Seller’s respective counselcounsel 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 Underwriters may reasonably request to evidence Buyer’s authority to execute and perform under this Agreementrely; (iiie) Deliver An Indemnification Agreement among the Servicer, the Depositor and the Seller; (f) A letter from KPMG, 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”, and “Description of the Certificates”,, and in Annex I to the Prospectus Supplement agrees with the records of the Seller; (g) The Seller a duly executed Assignment shall deliver for inclusion in the Prospectus Supplement under the caption “The Mortgage Pool—Underwriting Standards of the Originator and Assumption of Membership Interest Representations Concerning the Mortgage Loans” or for the Companyinclusion in other offering material such publicly available information regarding its financial condition, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; and (ivh) Such further information, certificates, opinions and documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which as the Purchaser or the Underwriters may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officer’s Certificate of the Seller, Seller shall deliver dated the Closing Date, in form satisfactory to Escrow Agent and upon which the following:Purchaser and Citigroup Global Markets Inc. (the “Representative”) may rely, and attached thereto copies of the certificate of formation, limited partnership agreement and certificate of good standing of the Seller; (ib) A duly executed Assignment An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and Assumption addressed to the Purchaser and the Representative; (c) An Officer’s Certificate of Membership Interest for RFC, dated the Company Closing Date, in form satisfactory to and upon which the form Purchaser and the Representative may rely, and attached hereto 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 the Whole Loan Agreement; (e) Such opinions of counsel as Exhibit “E” 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; (iif) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche LLP, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Sellercertified public accountants, and deliver such other documents and papers which may be reasonably necessary to the consummation 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 2007-RFC1, dated January 22, 2007 (the “Prospectus Supplement”) relating to the Offered Certificates contained under the captions “Summary—The Mortgage Pool,” “Legal Proceedings,” “Risk Factors,” (to the extent of information concerning the Mortgage Loans contained therein) and “Description of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate Mortgage Pool” agrees with the records of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the PropertyRFC; and (ixg) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Representative may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser, Greenwich Capital Markets, Inc. (“GCM”), WaMu Capital Corp. (“WCC”) and ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. (“GS” and collectively with GCM and WCC, 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 shall deliver to Escrow Agent under the following:laws of the State of Delaware; (ib) A duly executed Assignment An Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the Co-Representatives and Assumption the NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of Membership Interest for the Company 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 form attached hereto as Exhibit “E” 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; (iie) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche L.L.P., that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement certified public accountants, dated the date hereof and to execute 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 deliver all documents assigning “Long Beach Mortgage Company” agrees with the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (viif) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that deliver to the Limited Liability Company Agreement has not been modified Purchaser for inclusion in the Prospectus Supplement under the caption “Long Beach Mortgage Company” or amended except for inclusion in other offering materials, such publicly available information regarding the Seller, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the pool information, as requested hereinthe Co-Representatives may reasonably request; (viiig) The original Title Insurance issued by First American Insurance Company for Letters from at least two nationally recognized statistical rating agencies rating the PropertyOffered Certificates (as defined in the Prospectus Supplement) and a letter from at least one nationally recognized statistical rating agency rating the Class B-1 Certificates; and (ixh) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Co-Representatives may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. (a) At Closing, Seller The Closing Documents shall deliver to Escrow Agent consist of the following: (ia) A This Agreement and a bill of sale duly executed Assignment and Assumption of Membership Interest for delivered by the Company in Purchaser and the form attached hereto as Exhibit “E” to this Agreement; (ii) A certification in a form reasonably acceptable to Buyer, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Mor▇▇▇▇e Loan Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closingAn Officer's Certificate substantially in the form of Exhibit D hereto, Buyer shall: (i) Deliver to Escrow Agent executed by the balance Secretary or an assistant secretary of the Purchase PriceMortgage Loan Seller, and 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; (iic) Deliver 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 Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreementthe Closing Date; (iiid) Deliver to Seller Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a duly executed Assignment and Assumption of Membership Interest combination thereof) for the CompanyMortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser, the Initial Purchasers and each Underwriter; (e) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser, the Initial Purchasers and each Underwriter as an addressee; and (ivf) Such further certificates, opinions and documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which as the Purchaser may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser, ▇▇▇▇▇▇ Brothers Inc. and 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 shall deliver to Escrow Agent under the following:laws of the State of Delaware; (ib) A duly executed Assignment An Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the Underwriters and Assumption the NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of Membership Interest for the Company 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 form attached hereto as Exhibit “E” sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (iie) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche L.L.P., that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement certified public accountants, dated the date hereof and to execute 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 deliver all documents assigning “Long Beach Mortgage Company” agrees with the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (viif) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that deliver to the Limited Liability Company Agreement has not been modified Purchaser for inclusion in the Prospectus Supplement under the caption “Long Beach Mortgage Company” or amended except for inclusion in other offering materials, such publicly available information regarding the Seller, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the pool information, as requested hereinthe Representative may reasonably request; (viiig) The original Title Insurance issued by First American Insurance Company for Letters from at least two nationally recognized statistical rating agencies rating the PropertyOffered Certificates (as defined in the Prospectus Supplement); and (ixh) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Representative may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, WaMu Capital Corp. ("WCC") and ▇▇▇▇▇▇▇, Sachs & Co. ("Goldman", and together with WCC, the "Underwriters") may rely and attached thereto copies of the certificate of incorporation, bylaws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of the State of Delaware; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Assumption the Underwriters may rely, with respect to certain facts regarding the sale of Membership Interest for the Company 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 and the Underwriters; (d) Such opinions of counsel as the Rating Agencies, the Underwriters or the Trustee may reasonably request in connection with the form attached hereto as Exhibit “E” sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (iie) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche L.L.P., that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement certified public accountants, dated the date hereof and to execute 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 deliver all documents assigning "Yield, Prepayment and Maturity Considerations" and in "Appendix A" agrees with the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (viif) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that deliver or make available to the Limited Liability Company Agreement has not been modified Purchaser for inclusion in the Prospectus Supplement under the captions "The Sponsor," "The Servicers" and "Static Pool Information" or amended except for inclusion in other offering materials, such publicly available information regarding the Seller and Washington Mutual Bank, their financial condition, Seller's underwriting standards, lending activities and loan sales, production, static pool information and master servicing practices, and Washington Mutual Bank's servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the pool information, as requested hereinthe Underwriters may reasonably request; (viiig) The original Title Insurance issued by First American Insurance Company for Letters from at least two nationally recognized statistical rating agencies rating the PropertyOffered Certificates (as defined in the Prospectus Supplement) and a letter from at least one nationally recognized statistical rating agency rating the Class B Certificates; and (ixh) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriters may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officer’s Certificate of the Seller, Seller shall deliver to Escrow Agent dated the following:Closing Date, upon which the Purchaser, WaMu Capital Corp. (“WCC”) and Greenwich Capital Markets, Inc. (“Greenwich,” and together with WCC, the “Underwriters”) 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; (ib) A duly executed Assignment An Officer’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the Underwriters and Assumption the NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of Membership Interest for the Company 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, the Delaware Trustee or the NIMS Insurer, if any, may reasonably request in connection with the form attached hereto as Exhibit “E” sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (iie) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche L.L.P., that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement certified public accountants, dated the date hereof and to execute 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 deliver all documents assigning “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (viif) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that deliver or make available to the Limited Liability Company Agreement has not been modified Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and “Static Pool Information” or amended except for inclusion in other offering materials, such publicly available information regarding the Seller, its financial condition, underwriting standards, lending activities and loan sales, production, static pool information and servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the pool information, as requested hereinthe Underwriters may reasonably request; (viiig) The original Title Insurance issued by First American Insurance Company for Letters from at least two nationally recognized statistical rating agencies rating the PropertyOffered Certificates (as defined in the Prospectus Supplement); and (ixh) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriters may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. (a) At ClosingWithout limiting the generality of Section 8 hereof, Seller the closing shall deliver be subject to Escrow Agent delivery of each of the followingfollowing documents: (i) A duly executed Assignment An Officers' Certificate of the Seller and Assumption Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter may rely, and attached thereto copies of Membership Interest for the Company 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 form attached hereto as Exhibit “E” Prospectus Supplement, relating to this Agreement; 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) A certification in if the Class M-4, Class CE Certificates or Class P Certificates are offered on the Closing Date pursuant to a form reasonably acceptable to BuyerPrivate Placement Memorandum, that the Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and the Master Servicer shall deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) an Officer's Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transactionsame information contained in such Private Placement Memorandum is true and accurate in all material respects; (b) At closingAn Officers' Certificate of the Seller, Buyer shall: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) Deliver to Escrow Agent the balance Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool", "Yield on the Certificates", "Description of the Purchase Price; Certificates", "Pooling and Servicing Agreement--The Seller and Master Servicer", Annex II and Annex III and (ii) Deliver to Seller such documents as Seller or Seller’s respective counselthe Private Placement Memorandum, may reasonably request to evidence Buyer’s authority to execute under the caption "Yield and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for Prepayment Considerations" agrees with the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation records of the Transaction as may be reasonably requested by Seller, Seller’s respective counsel.Seller and the Master Servicer;

Closing Documents. (a) At Closing, Seller The Closing Documents shall deliver to Escrow Agent consist of the following: (i) A duly executed Assignment The Pooling and Assumption Servicing Agreement, dated as of Membership Interest for the Company Cut-off Date, substantially in the form of Exhibit 1 hereto and with such further changes therein as the Seller and the Purchaser shall mutually agree to, together with all documents required to be delivered thereunder; and (ii) With respect to the Mortgage Loans: (1) An Officer’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser and each 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 Underwriters 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 “E” to this Agreement4; (ii4) A certification 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 a form 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 acceptable request in connection with the sale of the Mortgage Loans by the Seller to Buyerthe Purchaser or the Seller’s execution and delivery of, that Seller is not a foreign person;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) Such documents additional documentation as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement is required to be executed by delivered under the Underwriting Agreement dated November 13, 2006, among the Seller, the Purchaser and deliver such other documents and papers which may be reasonably necessary to the consummation ▇▇▇▇▇▇ Brothers Inc., as representative of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselseveral Underwriters.

Closing Documents. On the initial Closing Date, the Seller and the Servicer shall deliver to the Purchaser in escrow fully executed originals of: (a) At Closingthis Agreement, Seller shall deliver to Escrow Agent the following:including all exhibits; (ib) A duly executed Assignment and Assumption an Officer’s Certificate, in the form of Membership Interest Exhibit I hereto, for the Company Seller and for the Servicer including all attachments thereto; (c) the Mortgage Loan Schedule, one copy to be attached hereto; (d) an opinion of in-house counsel for the Seller substantially in the form attached hereto as Exhibit “E” to this AgreementJ; (iie) A certification an Escrow Account Certification in a the form reasonably acceptable to Buyer, that Seller is not a foreign personannexed hereto as Exhibit C; (iiif) Such documents a Custodial Account Certification in the form annexed hereto as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute Exhibit B; IN WITNESS WHEREOF, the Seller and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement Purchaser have caused their names to be executed signed hereto by Sellertheir respective officers thereunto duly authorized as of the day and year first above written. ▇.▇. ▇▇▇▇▇▇ MORTGAGE ACQUISITION CORP., By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President Taxpayer Identification Number: ▇▇-▇▇▇▇▇▇▇ CHASE MANHATTAN MORTGAGE CORPORATION Seller and Servicer By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available for inspection by the Purchaser, and deliver such other documents and papers which may shall be reasonably necessary retained by the Seller in the Servicing File or delivered to the consummation Purchaser or its designee pursuant to Sections 2.04 and 2.05 of the Transaction as may be reasonably requested by BuyerMortgage Loan Purchase, or its respective counsel; (v) Certificate Warranties and Servicing Agreement. The original Mortgage Note endorsed "Pay to the order of Good Standing for ____________________________________________, without recourse," and signed in the Company and Certificate of Authority from the State of Florida; (vi) Copies name of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct Seller by an authorized officer officer, with all intervening endorsements showing a complete chain of title from the originator to the Seller; (vii) . 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 Limited Liability Company Agreement for Mortgage with evidence of recording thereon, or a copy thereof certified by the Company to public recording office in which a certification from an authorized officer of Seller shall be attached stating that such Mortgage has been recorded or, if the Limited Liability Company Agreement original Mortgage has not been modified or amended except as requested herein; (viii) returned from the applicable public recording office, a true certified copy, certified by the Seller, of the original Mortgage together with a certificate of the Seller certifying that the original Mortgage has been delivered for recording in the appropriate public recording office of the jurisdiction in which the Mortgaged Property is located. The original Title Insurance issued or certified to be true copy, certified by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSeller, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counselPrimary Mortgage Insurance Policy, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselif required.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and 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 shall deliver to Escrow Agent under the following:laws of the State of Delaware; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Assumption the Representative and the NIMs Insurer may rely, with respect to certain facts regarding the sale of Membership Interest for the Company 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 Representative and the NIMs Insurer; (d) Such opinions of counsel as the Rating Agencies, the Representative, the Trustee or the NIMs Insurer may request in connection with the form attached hereto as Exhibit “E” sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (iie) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche L.L.P., that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement certified public accountants, dated the date hereof and to execute the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated March 14, 2001, under the captions "Summary of Terms--Mortgage Loans," "Risk Factors," "The Mortgage Pool," and deliver all documents assigning "Long Beach Mortgage Company," agrees with the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counsel.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, dated the Closing Date, upon which NC Capital, the Purchaser and the Underwriter may rely with respect to certain facts regarding the sale of the Mortgage Loans by the Seller shall deliver to Escrow Agent the following:Purchaser; (ib) A duly executed Assignment An Opinion of Counsel of the Seller, dated the Closing Date and Assumption of Membership Interest for addressed to NC Capital, the Company Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit “E” 1; (c) 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 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; (d) An opinion of Counsel of NC Capital, dated the Closing Date and addressed to the Seller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 3; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (iif) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning certified public accountants, dated the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Sellerdate hereof, and deliver such other documents and papers which may be reasonably necessary to the consummation 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 Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate Seller and the information contained under the captions "The Mortgage Pool--Underwriting Standards" and "The Originator" agrees with the records of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the PropertyNC Capital; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counsel.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officer's Certificate of the Seller, Seller shall deliver dated the Closing Date, in form satisfactory to Escrow Agent and upon which the following:Purchaser and Bear, ▇▇▇▇▇▇▇ & Co. Inc. (the "Representative") may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (ib) A duly executed Assignment An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and Assumption addressed to the Purchaser and the Representative; (c) An Officer's Certificate of Membership Interest for the Company Responsible Party, 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 of the Responsible Party; (d) An Opinion of Counsel of the Responsible Party, dated the Closing Date, in form attached hereto satisfactory to and addressed to the Purchaser and the Representative; (e) Such opinions of counsel as Exhibit “E” 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; (iif) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche LLP, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Sellercertified public accountants, and deliver such other documents and papers which may be reasonably necessary to the consummation 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 2006-OPT1, dated March 10, 2006 (the "Prospectus Supplement") relating to the Offered Certificates contained under the captions "Summary--The Mortgage Pool," "Legal Proceedings," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for Mortgage Pool" agrees with the Company and Certificate of Authority from the State of Florida; (vi) Copies records of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the PropertyResponsible Party; and (ixg) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Representative may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit 1 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of California; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Assumption the Underwriter may rely, in the form of Membership Interest for Exhibit 2 hereto, with respect to certain facts regarding the Company 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 “E” 3; (d) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (iie) A certification in a form reasonably acceptable to Buyerletter from KPMG Peat Marwick, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning L.L.P., certified public accountants, dated the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Sellerdate hereof, and deliver such other documents and papers which may be reasonably necessary to the consummation effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated September 22, 1998, under the captions "Summary-- The Mortgage Pool," "Risk Factors-- Additional Risks Associated with the Mortgage Loans," "The Mortgage Pool" and "Pooling and Servicing Agreement-- The Master Servicer" agrees with the records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ixf) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriter may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser, WaMu Capital Corp. (“WCC”) and ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. (“Goldman”, and together with WCC, 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 shall deliver to Escrow Agent under the following:laws of the State of Delaware; (ib) A duly executed Assignment An Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the Co-Representatives and Assumption the NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of Membership Interest for the Company 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 form attached hereto as Exhibit “E” 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; (iie) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche L.L.P., that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement certified public accountants, dated the date hereof and to execute 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 deliver all documents assigning “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (viif) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that deliver or make available to the Limited Liability Company Agreement has not been modified Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and “Static Pool Information” or amended except for inclusion in other offering materials, such publicly available information regarding the Seller and Washington Mutual Bank, their financial condition, Seller’s underwriting standards, lending activities and loan sales, production, static pool information and master servicing practices, and Washington Mutual Bank’s servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the pool information, as requested hereinthe Co-Representatives may reasonably request; (viiig) The original Title Insurance issued by First American Insurance Company for Letters from at least two nationally recognized statistical rating agencies rating the PropertyOffered Certificates (as defined in the Prospectus Supplement) and a letter from at least one nationally recognized statistical rating agency rating the Class B Certificates; and (ixh) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Co-Representatives may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officer's Certificate of the Seller, Seller shall deliver dated the Closing Date, in form satisfactory to Escrow Agent and upon which the following:Purchaser and Barclays Capital Inc. (the "Representative") may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (ib) A duly executed Assignment An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and Assumption addressed to the Purchaser and the Representative; (c) An Officer's Certificate of Membership Interest for the Company Responsible Party, 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 of the Responsible Party; (d) An Opinion of Counsel of the Responsible Party, dated the Closing Date, in form attached hereto satisfactory to and addressed to the Purchaser and the Representative; (e) Such opinions of counsel as Exhibit “E” 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; (iif) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche LLP, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Sellercertified public accountants, and deliver such other documents and papers which may be reasonably necessary to the consummation 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 2006-FRE2, dated October 18, 2006 (the "Prospectus Supplement") relating to the Offered Certificates contained under the captions "Summary--The Mortgage Pool," "Legal Proceedings," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for Mortgage Pool" agrees with the Company and Certificate of Authority from the State of Florida; (vi) Copies records of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the PropertyOriginator; and (ixg) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Representative may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officer’s Certificate of the Seller, Seller shall deliver to Escrow Agent dated the following:Closing Date, upon which the Purchaser, WaMu Capital Corp. (“WCC”) and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“Merrill,” and together with WCC, the “Underwriters”) 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; (ib) A duly executed Assignment An Officer’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the Underwriters and Assumption the NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of Membership Interest for the Company 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, the Delaware Trustee or the NIMS Insurer, if any, may reasonably request in connection with the form attached hereto as Exhibit “E” sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (iie) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche L.L.P., that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement certified public accountants, dated the date hereof and to execute 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 deliver all documents assigning “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (viif) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that deliver or make available to the Limited Liability Company Agreement has not been modified Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and “Static Pool Information” or amended except for inclusion in other offering materials, such publicly available information regarding the Seller, its financial condition, underwriting standards, lending activities and loan sales, production, static pool information and servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the pool information, as requested hereinthe Underwriters may reasonably request; (viiig) The original Title Insurance issued by First American Insurance Company for Letters from at least two nationally recognized statistical rating agencies rating the PropertyOffered Certificates (as defined in the Prospectus Supplement); and (ixh) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriters may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. (a) A. At the time of Closing, Sellers shall deliver (or shall have delivered to the Escrow Agent as noted below) the following duly executed documents (it being understood that Seller shall deliver to Escrow Agent Buyer at Closing one complete set of each of the following:following closing documents and deliveries relating to each parcel comprising the Property): 1. Two (i2) A duly executed Assignment business days prior to Closing, a special warranty deed (the “Deed”), conveying the Property to the Buyer, subject only to the Permitted Exceptions, in the forms attached hereto as Schedule 4. 2. Two (2) business days prior to Closing, two counterparts of an assignment of personal property, service contracts, warranties and Assumption of Membership Interest for the Company leases, in the form attached hereto as Exhibit “E” Schedule 6 and by this reference made a part hereof, duly executed by Sellers, pursuant to this Agreement; which (i) Sellers shall convey the tangible Personal Property, the Intangible Property, the Warranties, the Licenses and Permits, the Books and Records and the Plans and Specs to Buyer, and (ii) A certification in a form reasonably acceptable Sellers shall assign to Buyer, that Seller is not a foreign personand Buyer shall assume from and after the date of Closing, Sellers’ interest in and to the Leases and Designated Service Contracts, as amended or supplemented pursuant to this Agreement (the “▇▇▇▇ of Sale and Assignment”); 3. Two (iii2) Such documents business days prior to Closing, a notice, countersigned with Buyer (the “Tenant Notice”) in the form of Schedule 7 attached hereto, which Buyer shall send to each tenant under each of the Leases informing such tenant of the sale of the Property and of the assignment to Buyer of Sellers’ interest in, and obligations under, the Leases (including, if applicable any security deposits) and directing that all rent and other sums payable after the Closing under each such Lease shall be paid as Buyer’s counsel may reasonably request set forth in the notice. 4. Two (2) business days prior to evidence Closing, a certificate (“Seller’s authority to execute Closing Certificate”), dated as of the date of Closing and perform under duly executed by Sellers, in the form of Schedule 8 attached hereto, stating that the representations and warranties of Sellers contained in Section 7 of this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as are true and correct by an authorized officer in all respects as of Sellerthe date of Closing. 5. Two (2) business days prior to Closing, such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Sellers; 6. Two (vii2) The original Limited Liability Company Agreement business days prior to Closing, an affidavit duly executed by Sellers stating that Sellers are not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980 and the 1984 Tax Reform Act and a title insurance affidavit and GAP Indemnity, if required by the Title Company, duly executed by Sellers or a representative of Sellers, in form and content reasonably satisfactory to Sellers and the Title Company; 7. To Buyer, at the Property, possession of the Leases together with such leasing and property files and records which are material in connection with the continued operation, leasing and maintenance of the Property, all to the extent not previously delivered; together with a copy of the Rent Roll for the Company Property dated not more than two (2) Business Days prior to which a certification from an authorized officer Closing showing all categories of Seller shall information shown in the rent roll attached hereto as Schedule 9, certified by Sellers to be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for true, correct and complete in all material respects; 8 Possession and occupancy of the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary subject to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counsel.Permitted Exceptions;

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, the Purchaser, Financial Security Assurance Inc. ("FSA") and Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit 3 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of New York; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, FSA and Assumption the Underwriter may rely, in the form of Membership Interest for Exhibit 4 hereto, with respect to certain facts regarding the Company 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 Originator, the Purchaser, FSA and the Underwriter, substantially in the form attached hereto as Exhibit “E” 5; (d) An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser, FSA and the Underwriter may rely, in the form of Exhibit 6 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of Delaware; (e) An opinion of Counsel of the Originator, dated the Closing Date and addressed to the Seller, the Purchaser, FSA and the Underwriter, substantially in the form attached hereto as Exhibit 7; (f) 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; (iig) A certification 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 a form reasonably acceptable to Buyerthe Purchaser's Prospectus Supplement, that Seller is not a foreign persondated September 20, 1996 in the Summary under the subheading "The Mortgage Pool" and under the captions "The Mortgage Pool" and "Pooling and Servicing Agreement-- The Originator and Master Servicer" agrees with the records of the Originator; (iiih) Such documents as Buyer’s counsel may reasonably request The Originator shall deliver to evidence Seller’s authority to execute the Seller for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, Inc., Asset-Backed Floating Rate Certificates, Series 1996-LB1, under the captions "The Mortgage Pool-- Underwriting Standards; Representations" and perform under this Agreement "Pooling and to execute Servicing Agreement-- The Originator and deliver all documents assigning Master Servicer" , or for inclusion in other offering material such publicly available information regarding the Membership Interest to BuyerOriginator, 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; (ivi) Such documents described in this Agreement to be executed by SellerA letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and deliver such other documents and papers which may be reasonably necessary to the consummation effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated September 20, 1996 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for Certificates" agrees with the Company and Certificate of Authority from the State of Florida; (vi) Copies records of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ixj) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriter may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn 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 shall deliver to Escrow Agent under the following:laws of Nevada; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Assumption the Underwriter may rely, in the form of Membership Interest for Exhibit 4 hereto, with respect to certain facts regarding the Company 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 “E” 5; (i) an Officers' Certificate of the Originator, dated the Closing Date, upon which the Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. (the "Underwriter") may rely, in the form of Exhibit 6 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of Delaware and (ii) if the Class CE Certificates and Class P Certificates are offered pursuant to a Private Placement Memorandum, the Originator shall deliver an Officer's Certificate stating that the same information contained in such Private Placement Memorandum as that which appears under the subheadings "Summary of the Prospectus Supplement--The Mortgage Loans," "Risk Factors--Certain Mortgage Loans Have High Loan-to-Value Ratios Which May Present a Greater Risk of Loss With Respect to Such Mortgage Loans,--Certain Mortgage Loans Are Delinquent as of the Cut-off Date, Which May Present a Greater Risks of Loss Relating to Such Mortgage Loans,--The Mortgage Loans Are Concentrated in the State of California, Which May Present a Greater Risk of Loss With Respect to Such Mortgage Loans,--The Rate and Timing of Principal Distributions on the Offered Certificates Will Be Affected by Prepayment Speeds (solely to the extent that such section sets forth the percentage of Mortgage Loans which, by aggregate principal balance as of the Cut-off Date, contain Prepayment Charges), --Violation of Various Federal and State Laws May Result in Losses on the Mortgage Loans, "The Mortgage Pool", and "Pooling and Servicing Agreement--The Originator and Master Servicer", as of the date of the Prospectus Supplement is true and accurate in all material respects; (e) An Officers' Certificate of the Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit 7 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Originator to the Seller; (f) An Opinion of Counsel of the Originator, dated the Closing Date and addressed to the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 8; (g) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (iih) A certification 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 a form reasonably acceptable to Buyerthe Prospectus Supplement, that Seller is not a foreign persondated November 8, 1999 in the Summary under the subheading "The Mortgage Loans" and under the captions "The Mortgage Pool" and "Pooling and Servicing Agreement--The Originator and Master Servicer", agrees with the records of the Originator; (iiii) Such documents as Buyer’s counsel may reasonably request to evidence The Originator shall deliver for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, Inc., Floating Rate Mortgage Pass-Through Certificates, Series 1999-AQ2, under the captions "The Mortgage Pool--Underwriting Standards; Representations" and "Pooling and Servicing Agreement--The Originator and Master Servicer", or for inclusion in other offering material such publicly available information regarding the Seller’s authority to execute , its financial condition and perform under this Agreement its mortgage loan delinquency, foreclosure and to execute loss experience, underwriting standards, lending activities and deliver all documents assigning the Membership Interest to Buyerloan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; (ivj) Such documents described in this Agreement to be executed by SellerA letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and deliver such other documents and papers which may be reasonably necessary to the consummation effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement, dated November 8, 1999 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for Certificates" agrees with the Company and Certificate of Authority from the State of Florida; (vi) Copies records of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the PropertyOriginator; and (ixk) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriter may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. The Closing Documents shall consist of the following, and the delivery thereof on or prior to the Closing Date can only be waived and modified by mutual consent of the parties hereto: (a) At ClosingThis Agreement, Seller shall deliver to Escrow Agent the following: (i) A duly executed Assignment and Assumption of Membership Interest for delivered by the Company in Purchaser and the form attached hereto as Exhibit “E” to this Seller, and the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other parties thereto; (iib) A certification in a form reasonably acceptable to Buyer, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be An Officer's Certificate executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct 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; (viic) The original Limited Liability Company Agreement for Certificate of good standing regarding the Company Seller from the Secretary of the State of Maryland, dated not earlier than 30 days prior to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested hereinClosing Date; (viiid) 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 original Title Insurance issued Indemnification Agreement, duly executed by First American Insurance Company for the Propertyrespective parties thereto; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver One or more comfort letters from the Accountants dated the date of any preliminary Prospectus Supplement, Prospectus Supplement and Memorandum, respectively, and addressed to, and in form and substance acceptable to Escrow Agent the balance Purchaser and the Underwriters in the case of the Purchase Price; (ii) Deliver preliminary Prospectus Supplement and the Prospectus Supplement and to Seller such documents as Seller or Seller’s respective counselthe Purchaser and the Initial Purchasers in the case of the Memorandum stating in effect that, may reasonably request to evidence Buyer’s authority to execute using the assumptions and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption methodology used by the Purchaser, all of Membership Interest for the Company; and (iv) Such documents which shall be described in this Agreement 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 Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be executed by Buyer, and deliver in agreement with the results of such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselcalculations.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and 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 shall deliver to Escrow Agent under the following:laws of Delaware; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Assumption the Representative may rely, in the form of Membership Interest for Exhibit 3 hereto, with respect to certain facts regarding the Company sale of the Home Equity 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 “E” 4; (d) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Home Equity Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (iie) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche L.L.P., that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement certified public accountants, dated the date hereof and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described 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 this Agreement to be executed by Sellerthe Purchaser's Prospectus Supplement, and deliver such other documents and papers which may be reasonably necessary to dated August 28, 2000, under the consummation captions "Summary of Prospectus Supplement," "The Home Equity Loan Pool," "Yield on the Certificates," "Description of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for Certificates" and "Pooling and Servicing Agreement--The Master Servicer" agrees with the Company and Certificate of Authority from the State of Florida; (vi) Copies records of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (viif) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that deliver to the Limited Liability Company Agreement has not been modified Purchaser for inclusion in the Prospectus Supplement under the captions "The Home Equity Loan Pool" and "Pooling and Servicing Agreement--The Master Servicer," or amended except as requested hereinfor inclusion in other offering material such publicly available information regarding the Seller, its financial condition and its home equity loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the pool information; (viiig) The original Title Insurance issued by First American Insurance Company for Letters from at least two nationally recognized statistical rating agencies rating the PropertyOffered Certificates; and (ixh) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriter may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, 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 attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of New York; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Assumption the Underwriter may rely, in the form of Membership Interest for Exhibit 2 hereto, with respect to certain facts regarding the Company 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 Originator, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit “E” 3; (d) An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser and the Underwriter may rely, in the form of Exhibit 4 hereto, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Originator under the laws of its state of incorporation; (e) An opinion of Counsel of the Originator, dated the Closing Date and addressed to the Seller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 5; (f) 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; (iig) A certification 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 a form reasonably acceptable to Buyerthe Purchaser's Prospectus Supplement, that Seller is not a foreign persondated September 22, 1998, under the captions "Summary-- The Mortgage Pool," "Risk Factors-- Additional Risks Associated with the Mortgage Loans" (except for the third and fourth sentences in the first paragraph and the last sentence in the last paragraph), "The Mortgage Pool" and "Pooling and Servicing Agreement-- The Originator and Master Servicer" agrees with the records of the Originator; (iiih) Such documents as Buyer’s counsel may reasonably request The Originator shall deliver to evidence Seller’s authority to execute 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 perform under this Agreement "Pooling and to execute Servicing Agreement-- The Originator and deliver all documents assigning Master Servicer", or for inclusion in other offering material such publicly available information regarding the Membership Interest to BuyerOriginator, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards and any similar nonpublic, unaudited financial information; (ivi) Such documents described in this Agreement to be executed by SellerA letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and deliver such other documents and papers which may be reasonably necessary to the consummation 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 Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for Certificates" agrees with the Company and Certificate of Authority from the State of Florida; (vi) Copies records of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ixj) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriter may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingA Secretary's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Securities LLC (the “Underwriter”) may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of Delaware; (ib) A duly executed Assignment An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and Assumption addressed to the Underwriter; (c) An Officer's Certificate of Membership Interest for the Company Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form attached hereto satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as Exhibit “E” 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; (iif) A certification 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 a form reasonably acceptable the Prospectus Supplement contained under the captions “Summary—Mortgage Loans,” “Risk Factors,” (to Buyer, that Seller is not a foreign personthe extent of information concerning the Mortgage Loans contained therein) and “Description of the Mortgage Loans” agrees with the records of the Originator; (iiig) Such further information, certificates, opinions and documents as Buyer’s counsel the Purchaser or the Underwriter may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, 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 attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of New York; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Assumption the Underwriter may rely, in the form of Membership Interest for Exhibit 4 hereto, with respect to certain facts regarding the Company 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 Originator, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit “E” 5; (d) An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser and the Underwriter may rely, in the form of Exhibit 6 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (e) An opinion of Counsel of the Originator, dated the Closing Date and addressed to the Seller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 7; (f) 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; (iig) A certification 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 a form reasonably acceptable to Buyerthe Purchaser's Prospectus Supplement, that Seller is not a foreign persondated May 27, 1998 in the Summary under the subheading "The Mortgage Pool" and under the captions "The Mortgage Pool" and "Pooling and Servicing Agreement-- The Originator and Master Servicer", agrees with the records of the Originator; (iiih) Such documents as Buyer’s counsel may reasonably request The Originator shall deliver to evidence Seller’s authority to execute the Seller for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, Inc., Asset-Backed Certificates, Series 1998-AQ1, under the captions "The Mortgage Pool-- Underwriting Standards; Representations" and perform under this Agreement "Pooling and to execute Servicing Agreement-- The Originator and deliver all documents assigning Master Servicer", or for inclusion in other offering material such publicly available information regarding the Membership Interest to BuyerOriginator, 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; (ivi) Such documents described in this Agreement to be executed by SellerA letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and deliver such other documents and papers which may be reasonably necessary to the consummation effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated May 27, 1998 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for Certificates" agrees with the Company and Certificate of Authority from the State of Florida; (vi) Copies records of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ixj) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriter may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit 1 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of California; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Assumption the Underwriter may rely, in the form of Membership Interest for Exhibit 2 hereto, with respect to certain facts regarding the Company 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 “E” 3; (d) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (iie) A certification in a form reasonably acceptable to Buyerletter from KPMG Peat Marwick, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning L.L.P., certified public accountants, dated the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Sellerdate hereof, and deliver such other documents and papers which may be reasonably necessary to the consummation effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated September 22, 1998, under the captions "Summary -- The Mortgage Pool," "Risk Factors -- Additional Risks Associated with the Mortgage Loans," "The Mortgage Pool" and "Pooling and Servicing Agreement -- The Master Servicer" agrees with the records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ixf) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriter may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officer's Certificate of the Seller, Seller shall deliver dated the Closing Date, in form satisfactory to Escrow Agent and upon which the following:Purchaser and Citigroup Global Markets Inc. (the "Representative") may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (ib) A duly executed Assignment An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and Assumption addressed to the Purchaser and the Representative; (c) An Officer's Certificate of Membership Interest for the Company Responsible Party, 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 of the Responsible Party; (d) An Opinion of Counsel of the Responsible Party, dated the Closing Date, in form attached hereto satisfactory to and addressed to the Purchaser and the Representative; (e) Such opinions of counsel as Exhibit “E” 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; (iif) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche LLP, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Sellercertified public accountants, and deliver such other documents and papers which may be reasonably necessary to the consummation 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 2005-OPT2, dated February 1, 2005 (the "Prospectus Supplement") relating to the Offered Certificates contained under the captions "Summary--The Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) "The Mortgage Pool" agrees with the records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the PropertyResponsible Party; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counsel.

Closing Documents. The Seller and Forsbergs shall have delivered, or caused to be delivered to the Purchaser, the documents and instruments described below: (a) At Copies of the resolutions adopted by the Boards of Directors of the Seller authorizing this Agreement and the other Acquisition Documents and the transactions contemplated hereby and thereby. (b) Warranty Deed for the Real Property, and Title Policy. (c) ▇▇▇▇ of Sale for the Transferred Assets, including assignment of Trade Names in the form of Schedule 2.9 hereto. (d) A copy of Articles of amendment to the Articles of Incorporation of the Seller, duly authorized and executed and in form and substance, filed by the Seller with the Secretary of State of the State of Idaho, changing the Seller's name to ▇▇▇▇▇▇▇▇ Investments, Inc. (which purchaser hereby acknowledges does not include the Trade Name, any variation thereof, or any other word which could be reasonably confused therewith). Seller will have filed an Application for Reservation of Legal Entity Name with the Secretary of State of the State of Idaho, reserving the name "Mine Fabrication & Machine, Inc." until Closing, Seller at which ▇▇▇▇ ▇▇▇▇▇▇ shall deliver to Escrow Agent Purchaser a notice of transfer of a reserved corporate name suitable for immediate filing by the following:Purchaser with the Secretary of State of the State of Idaho. (ie) A duly executed Assignment Acknowledgement that a total of $7,150.00 is to be applied to the first two payments on Promissory Note #1, being (1) Seller's reimbursement to Purchaser for computer equipment ($1,000.00), (2) Seller's reimbursement to Purchaser for and Assumption in consideration of Membership Interest any potential issues that could arise with respect to Seller's and Forsbergs' non-conformity with conditions specified in certain Business Development Permits, as more fully detailed in Schedule 2.17 hereto, for the Company which Purchaser hereby agrees to indemnify and hold harmless Seller and Forsbergs ($5,000.00), and (3) Seller's reimbursement for Purchaser's prorata share of annual rent on that certain Lease detailed further in the form attached Schedule 2.5(1) hereto as Exhibit “E” to this Agreement;($1,150). (iif) A certification in List of Seller's customers, vendors and employees, and a form reasonably acceptable disc and/or hard copies of invoices and purchase orders containing the sales, pricing, and customer history of the Seller for a five (5) year period prior to Buyer, that Seller is not a foreign person;Closing. (iiig) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction or instruments as may shall be reasonably requested by Buyer, the Purchaser or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counsel.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and Salomon Smith Bar▇▇▇ ▇▇▇. (▇▇▇ "Representative") may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of New York; (ib) A duly executed Assignment An Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and Assumption upon which the Purchaser and the Representative may rely, with respect to certain facts regarding the sale of Membership Interest for the Company Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the form attached hereto Purchaser and the Representative; (d) Such opinions of counsel as Exhibit “E” 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; (iie) A certification in a form reasonably acceptable to Buyerletter from [____], that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Sellercertified public accountants, and deliver such other documents and papers which may be reasonably necessary to the consummation 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-CIT1, dated May [__], 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" (except with respect to the information contained under the caption "The Mortgage Pool--Underwriting Standards of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (vOriginators and Representations Concerning the Mortgage Loans") Certificate of Good Standing for agrees with the Company and Certificate of Authority from the State of Florida; (vi) Copies records of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counsel.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingA Secretary's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Securities LLC (the "Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of Delaware; (ib) A duly executed Assignment An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and Assumption addressed to the Underwriter; (c) An Officer's Certificate of Membership Interest for the Company Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form attached hereto satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as Exhibit “E” the Rating Agencies, 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; (iif) A certification 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 a form reasonably acceptable the Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to Buyer, that Seller is not a foreign personthe extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Loans" agrees with the records of the Originator; (iiig) Such further information, certificates, opinions and documents as Buyer’s counsel the Purchaser or the Underwriter may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, Deutsche Bank Securities Inc. and Credit Suisse First Boston LLC (together, Deutsche Bank Securities Inc. and Credit Suisse First Boston LLC 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 shall deliver to Escrow Agent under the following:laws of the State of Delaware; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the Co-Representatives and Assumption the NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of Membership Interest for the Company 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 form attached hereto as Exhibit “E” sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (iie) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche L.L.P., that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement certified public accountants, dated the date hereof and to execute 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 deliver all documents assigning "Long Beach Mortgage Company" agrees with the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counsel.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, dated the Subsequent Transfer Date, upon which the Originator, the Purchaser and Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit 1 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of New York; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Subsequent Transfer Date, upon which the Purchaser and Assumption the Underwriter may rely, in the form of Membership Interest for Exhibit 2 hereto, with respect to certain facts regarding the Company sale of the Subsequent Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Subsequent Transfer Date and addressed to the Originator, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit “E” to this Agreement3; (iid) A certification An Officers' Certificate of the Originator, dated the Subsequent Transfer Date, upon which the Seller, the Purchaser and Salomon Brothers Inc (the "Underwriter") may rely, in a the form reasonably acceptable to Buyerof Exhibit 4 hereto, that and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller is not a foreign personunder the laws of California; (iiie) Such documents An opinion of Counsel of the Originator, dated the Subsequent Transfer Date and addressed to the Seller, the Purchaser and the Underwriter substantially in the form attached hereto as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to BuyerExhibit 5; (ivf) Such documents described opinions of counsel as the Rating Agencies or the Trustee may request in this Agreement to be executed connection with the sale of the Subsequent Mortgage Loans by Seller, and deliver such other documents and papers which may be reasonably necessary the Seller to the consummation of Purchaser or the Transaction as may be reasonably requested by BuyerSeller's execution and delivery of, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Companyperformance under, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Propertythis Agreement; and (ixg) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriter may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. The obligations of the Underwriters hereunder, as to the Offered Securities to be purchased at the Closing Time shall be conditional upon the Trust, Advantage Oil & Gas and ManagementCo having performed in all material respects, at the Closing Time, all of their obligations hereunder theretofore to be performed and the Underwriters receiving at the Closing Time: (a) At Closingfavorable legal opinions of the Trust's counsel and the Underwriters' counsel addressed to the Underwriters, Seller shall deliver in form and substance reasonably satisfactory to Escrow Agent the followingUnderwriters, with respect to such matters as the Underwriters may reasonably request relating to the offering of the Offered Securities, the Trust, Advantage Oil & Gas and ManagementCo and the transactions contemplated hereby, including, without limitation, that: (i) A duly executed Assignment the Trust is valid and Assumption existing as a trust under the laws of Membership Interest for the Company in Province of Alberta and having the form attached hereto Trustee as Exhibit “E” to this Agreementits trustee; (ii) A certification the Trust has the capacity and power to own and lease its properties and assets and to conduct its business as described in a form reasonably acceptable to Buyer, that Seller is not a foreign personthe Prospectuses; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s each of Advantage Oil & Gas and ManagementCo has been duly incorporated, is validly subsisting and has all requisite corporate power and authority to execute and perform under this Agreement carry on its business as now conducted by it and to execute own its properties and deliver all documents assigning assets and is qualified to carry on business under the Membership Interest to Buyerlaws of the jurisdictions where it carries on a material portion of its business; (iv) Such documents described in this Agreement to be executed by Sellerthe Trust is the registered holder of all issued and outstanding common shares and Notes of Advantage Oil & Gas, all of which common shares have been duly authorized and deliver such other documents validly issued as fully paid and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counselnon-assessable; (v) Certificate each of Good Standing for the Company Trust, ManagementCo and Certificate Advantage Oil & Gas has all necessary trust or corporate power and authority to enter into this agreement and the Material Agreements and to perform its obligations, as applicable, and this agreement and the Material Agreements have been duly authorized, executed and delivered, as applicable, by the Trust, Advantage Oil & Gas and ManagementCo, respectively, and constitute legal, valid and binding obligations of Authority each of the Trust, Advantage Oil & Gas and ManagementCo, enforceable against the Trust, Advantage Oil & Gas and ManagementCo, as applicable, in accordance with their terms except that the validity, binding effect and enforceability of the terms of agreements and documents are subject to the qualification that such validity, binding effect and enforceability may be limited by: (A) applicable bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors' rights generally; (B) equitable remedies, including the remedies of specific performance and injunctive relief, being available only in the discretion of the applicable court; (C) the statutory and inherent powers of a court to grant relief from forfeiture, to stay execution of proceedings before it and to stay executions on judgments; (D) the State applicable laws regarding limitations of Floridaactions; (E) enforceability of provisions which purport to sever any provision which is prohibited or unenforceable under applicable law without affecting the enforceability or validity of the remainder of such document would be determined only in the discretion of the court; (F) enforceability of the provisions exculpating a party from liability or duty otherwise owed by it may be limited under applicable law; and (G) that rights to indemnity, contribution and waiver under the documents may be limited or unavailable under applicable law; (vi) Copies the execution and delivery of this agreement and the fulfilment of the Certificate terms hereof by each of Formation the Trust, Advantage Oil & Gas and Operating Agreement together ManagementCo, and the performance of and compliance with all modifications the terms of this agreement by the Trust, Advantage Oil & Gas and amendments thereto for ManagementCo does not and will not result in a breach of, or constitute a default under, and does not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, any applicable laws or any term or provision of the CompanyTrust Indenture, certified the articles, by-laws or resolutions of the unitholders or the directors or shareholders of the Trust, Advantage Oil & Gas or ManagementCo, as true and correct applicable, or any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Trust, Advantage Oil & Gas or ManagementCo is a party or by an authorized officer which it is bound, of Sellerwhich such counsel is aware including, without limitation, the Material Agreements, which default might reasonably be expected to materially adversely affect the business, operations, capital or condition (financial or otherwise) of the Trust or its assets (taken as a whole); (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer form of Seller shall be attached stating that the Limited Liability Company Agreement definitive certificate representing the Trust Units has not been modified or amended except as requested hereinapproved and adopted by the Trust and each complies with all legal requirements (including all applicable requirements of the Exchange) relating thereto; (viii) The original Title Insurance the Offered Securities have been duly and validly created, allotted and issued as fully paid and non-assessable Trust Units; (ix) the Offered Securities conform in all material respects with the description thereof contained in the Prospectuses; (x) the Offered Securities are eligible investments as set out under the heading "Eligibility for Investment" in the Prospectuses; (xi) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the Applicable Securities Laws of each of the Qualifying Provinces in order to qualify the Offered Securities for distribution and sale to the public in each of such Qualifying Provinces by First American Insurance Company or through investment dealers and brokers duly registered under the applicable laws of such provinces who have complied with the relevant provisions of such Applicable Securities Laws; (xii) the Trust is a "reporting issuer" not in default of any requirement of the SECURITIES ACT (Alberta) and the regulations thereunder and has a similar status under the Applicable Securities Laws of each of the other Qualifying Provinces that have the "reporting issuer" concept; (xiii) each of the Trust and Advantage Oil & Gas have the necessary power and authority to execute and deliver the Prospectuses and all necessary action has been taken by each of the Trust and Advantage Oil & Gas to authorize the execution and delivery by it of the Prospectuses and the filing thereof, as the case may be, in each of the Qualifying Provinces in accordance with Applicable Securities Laws; (xiv) subject to the qualifications and assumptions set out therein, the statements in the Prospectus under the heading "Canadian Federal Income Tax Considerations" constitute a fair summary of the principal Canadian federal income tax consequences arising under the Tax Act to persons referred to therein who will hold the Offered Securities; (xv) all laws of the Province of Quebec relating to the use of the French language have been complied with in connection with the sale of the Offered Securities to purchasers in the Province of Quebec; (xvi) the Offered Securities are conditionally listed and, upon notification to the Exchange of the issuance and sale thereof and fulfilment of the conditions of the Exchange, will be posted for trading on the PropertyExchange; (xvii) the authorized and issued capital of the Trust; and (ixxviii) Notice Computershare Trust Company of Canada, at its principal offices in Calgary, Alberta and Toronto, Ontario ha▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and registrar for the Trust Units, and as to Tenant notifying Tenant all other legal matters, including compliance with Applicable Securities Laws in any way connected with the issuance, sale and delivery of this Transactionthe Offered Securities as the Underwriters may reasonably request. It is understood that Trust's counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than where they are qualified to practice law, and on certificates of officers of the Trust, Advantage Oil & Gas, ManagementCo, the transfer agent and the Trust's auditors as to relevant matters of fact. It is further understood that the Underwriters' counsel may rely on the opinion of the Trust's counsel as to matters which specifically relate to the Trust, Advantage Oil & Gas, ManagementCo and the Offered Securities; (b) At closinga certificate of each of the Trust and Advantage Oil & Gas dated the Closing Date addressed to the Underwriters and signed on behalf of the Trust and Advantage Oil & Gas by the President and Chief Executive Officer and the Vice President, Buyer shallFinance and Chief Financial Officer of Advantage Oil & Gas or such other officers or directors of Advantage Oil & Gas satisfactory to the Underwriters, acting reasonably, certifying that: (i) Deliver to Escrow Agent the balance each of the Purchase PriceTrust and Advantage Oil & Gas has complied with and satisfied in all material respects all terms and conditions of this agreement on its part to be complied with or satisfied at or prior to the Closing Time; (ii) Deliver to Seller the representations and warranties of the Trust and Advantage Oil & Gas set forth in this agreement are true and correct in all material respects at the Closing Time as if made at such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement;time; and (iii) Deliver no event of a nature referred to Seller in paragraphs 6(a), 6(b), 12(a)(i), (ii) or (vi) has occurred or to the knowledge of such officer is pending, contemplated or threatened; and the Underwriters shall have no knowledge to the contrary; (c) a duly executed Assignment certificate of ManagementCo dated the Closing Date addressed to the Underwriters and Assumption signed on behalf of Membership Interest for ManagementCo by the CompanyPresident and Vice President of ManagementCo or such other officers or directors of ManagementCo satisfactory to the Underwriters, acting reasonably, certifying that: (i) ManagementCo has complied with and satisfied in all material respects all terms and conditions of this agreement on its part to be complied with or satisfied at or prior to the Closing Time; and (ivii) Such documents described the representations and warranties of ManagementCo set forth in this Agreement agreement are true and correct in all material respects at the Closing Time as if made at such time; and the Underwriters shall have no knowledge to the contrary; (d) a comfort letter of each of the Trust's auditors, Anadarko's auditors and MarkWest's auditors addressed to the Underwriters and dated the Closing Date satisfactory in form and substance to the Underwriters, acting reasonably, bringing the information contained in the comfort letters referred to in paragraph 4(d) hereof up to the Closing Time which comfort letter shall be executed by Buyer, and deliver not more than two Business Days prior to the Closing Date; (e) evidence satisfactory to the Underwriters that the Offered Securities have been conditionally listed on the Exchange not later than the close of business on the last Business Day preceding the Closing Date; and (f) such other certificates and documents and papers which as the Underwriters may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Sellerrequest, Seller’s respective counselacting reasonably.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, 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 attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of New York; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, FSA and Assumption the Underwriter may rely, in the form of Membership Interest for Exhibit 2 hereto, with respect to certain facts regarding the Company 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, FSA and the Underwriter, substantially in the form attached hereto as Exhibit “E” 3; (d) An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser, FSA and the Underwriter may rely, in the form of Exhibit 4 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of California; (e) An opinion of Counsel of the Originator, dated the Closing Date and addressed to the Seller, the Purchaser, FSA and the Underwriter, substantially in the form attached hereto as Exhibit 5; (f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (iig) A certification in a form reasonably acceptable to Buyerletter from KPMG Peat Marwick, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning L.L.P., certified public accountants, dated the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Sellerdate hereof, and deliver such other documents and papers which may be reasonably necessary to the consummation 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 December 17, 1996, under the caption "Pooling and Servicing Agreement-- The Master Servicer" agrees with the records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the PropertyOriginator; and (ixh) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriter may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, 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 attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of California; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, FSA and Assumption the Underwriter may rely, in the form of Membership Interest for Exhibit 2 hereto, with respect to certain facts regarding the Company 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, FSA and the Underwriter, substantially in the form attached hereto as Exhibit “E” 3; (d) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (iie) A certification in a form reasonably acceptable to Buyerletter from KPMG Peat Marwick, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning L.L.P., certified public accountants, dated the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Sellerdate hereof, and deliver such other documents and papers which may be reasonably necessary to the consummation 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 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 Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ixf) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriter may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, 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 attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of New York; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and Assumption the Underwriter may rely, in the form of Membership Interest for Exhibit 2 hereto, with respect to certain facts regarding the Company 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 Originator, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit “E” 3; (d) An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser and the Underwriter may rely, in the form of Exhibit 4 hereto, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Originator under the laws of its state of incorporation; (e) An opinion of Counsel of the Originator, dated the Closing Date and addressed to the Seller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 5; (f) 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; (iig) A certification 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 a form reasonably acceptable to Buyerthe Prospectus Supplement for Salomon Brothers Mortgage Securities VII, that Seller is not a foreign personInc., Floating Rate Mortgage Pass-Through Certificates, Series 1999-3 (the "Prospectus Supplement"), dated May 11, 1999 under the caption "Pooling and Servicing Agreement--The Master Servicers--New Century Mortgage Corporation" agrees with the records of the Master Servicer; (iiih) Such documents 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 Buyer’s counsel the Seller may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning as the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller Originator shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested hereincapable of providing without unreasonable expense; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to Escrow Agent the balance 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 Purchase Price; (ii) Deliver to Seller such documents as Seller or Certificates" agrees with the records of the Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counsel.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, 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 attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of New York; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Assumption the Underwriter may rely, in the form of Membership Interest for Exhibit 3 hereto, with respect to certain facts regarding the Company 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 Originator, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit “E” 4; (d) An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser and the Underwriter may rely, in the form of Exhibit 5 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (e) An opinion of Counsel of the Originator, dated the Closing Date and addressed to the Seller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 6; (f) 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; (iig) A certification 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 a form reasonably acceptable to Buyerthe Purchaser's Prospectus Supplement, that Seller is not a foreign persondated June 23, 1999 in the Summary under the subheading "The Mortgage Loans" and under the captions "The Mortgage Pool" and "Pooling and Servicing Agreement--The Master Servicer", agrees with the records of the Originator; (iiih) Such documents as Buyer’s counsel may reasonably request The Originator shall deliver to evidence Seller’s authority to execute 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 perform under this "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 to execute its mortgage loan delinquency, foreclosure and deliver all documents assigning the Membership Interest to Buyerloss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; (ivi) Such documents described in this Agreement to be executed by SellerA letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and deliver such other documents and papers which may be reasonably necessary to the consummation effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated June 23, 1999 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for Certificates" agrees with the Company and Certificate of Authority from the State of Florida; (vi) Copies records of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ixj) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriter may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officer's Certificate of the Seller, Seller shall deliver dated the Closing Date, in form satisfactory to Escrow Agent and upon which the following:Purchaser and Citigroup Global Markets Inc. (the "Representative") may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (ib) A duly executed Assignment An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and Assumption addressed to the Purchaser and the Representative; (c) An Officer's Certificate of Membership Interest for the Company Responsible Party, 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 of the Responsible Party; (d) An Opinion of Counsel of the Responsible Party, dated the Closing Date, in form attached hereto satisfactory to and addressed to the Purchaser and the Representative; (e) Such opinions of counsel as Exhibit “E” 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; (iif) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche LLP, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Sellercertified public accountants, and deliver such other documents and papers which may be reasonably necessary to the consummation 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 2005-NC1, dated February 1, 2005 (the "Prospectus Supplement") relating to the Offered Certificates contained under the captions "Summary--The Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) "The Mortgage Pool" agrees with the records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the PropertyOriginator; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counsel.

Closing Documents. Without limiting the generality of ----------------- Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, 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 attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of New York; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, MBIA and Assumption the Underwriter may rely, in the form of Membership Interest for Exhibit 4 hereto, with respect to certain facts regarding the Company 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 Originator, the Purchaser, MBIA and the Underwriter, substantially in the form attached hereto as Exhibit “E” 5; (d) An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser, MBIA and the Underwriter may rely, in the form of Exhibit 6 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of Delaware; (e) An opinion of Counsel of the Originator, dated the Closing Date and addressed to the Seller, the Purchaser, MBIA and the Underwriter, substantially in the form attached hereto as Exhibit 7; (f) 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; (iig) A certification 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 a form reasonably acceptable to Buyerthe Purchaser's Prospectus Supplement, that Seller is not a foreign persondated January 22, 1997 in the Summary under the subheading "The Mortgage Pool" and under the captions "The Mortgage Pool" and "Pooling and Servicing Agreement -- The Originator and Master Servicer" agrees with the records of the Originator; (iiih) Such documents as Buyer’s counsel may reasonably request The Originator shall deliver to evidence Seller’s authority to execute 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 perform under this "Pooling and Servicing Agreement -- The Originator and to execute Master Servicer" , or for inclusion in other offering material such publicly available information regarding the Originator, its financial condition and deliver all documents assigning the Membership Interest to Buyerits 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; (ivi) Such documents described in this Agreement to be executed by SellerA letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and deliver such other documents and papers which may be reasonably necessary to the consummation effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated January 22, 1997 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for Certificates" agrees with the Company and Certificate of Authority from the State of Florida; (vi) Copies records of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ixj) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser, MBIA or Seller’s respective counsel, the Underwriter may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, 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 attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of New York; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, MBIA and Assumption the Underwriter may rely, in the form of Membership Interest for Exhibit 4 hereto, with respect to certain facts regarding the Company 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 Originator, the Purchaser, MBIA and the Underwriter, substantially in the form attached hereto as Exhibit “E” 5; (d) An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser, MBIA and the Underwriter may rely, in the form of Exhibit 6 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of Delaware; (e) An opinion of Counsel of the Originator, dated the Closing Date and addressed to the Seller, the Purchaser, MBIA and the Underwriter, substantially in the form attached hereto as Exhibit 7; (f) 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; (iig) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche L.L.P., that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement certified public accountants, dated the date hereof and to execute 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 October 23, 1996 in the Summary under the subheading "The Mortgage Pool" and deliver all documents assigning under the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, captions "The Mortgage Pool" and deliver such other documents "Pooling and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counsel.Servicing

Closing Documents. (a) At Closing, Seller The Closing Documents shall deliver to Escrow Agent consist of the following: (i) A this Agreement, duly executed Assignment by the Purchaser and Assumption of Membership Interest for the Company in the form attached hereto as Exhibit “E” to this AgreementSeller; (ii) A certification in a form reasonably acceptable to Buyereach of the Pooling and Servicing Agreement and the Indemnification Agreement, that Seller is not a foreign personduly executed by the respective parties thereto; (iii) Such documents an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, in his or her individual capacity on behalf of the Seller, and dated the Closing Date, and upon which CSFB Mortgage Securities, CS LLC, the other Underwriters and the Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties") may rely, attaching thereto as Buyer’s counsel may reasonably request to evidence exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller’s authority to execute and perform under 's entering into the transactions contemplated by this Agreement and to execute and deliver all (B) the organizational documents assigning of the Membership Interest to BuyerSeller; (iv) Such documents described in this Agreement a certificate of good standing with respect to be executed the Seller issued by Sellerthe Secretary of State of the State of Delaware not earlier than 30 days prior to the Closing Date, and deliver such other documents and papers upon which the Interested Parties may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counselrely; (v) a Certificate of Good Standing for the Company Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer of the Seller on the Seller's behalf and Certificate of Authority from dated the State of FloridaClosing Date, and upon which the Interested Parties may rely; (vi) Copies a written opinion or opinions of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto counsel for the CompanySeller (which may include an opinion of in-house counsel), certified dated the Closing Date and addressed to the Interested Parties and the respective parties to the Pooling and Servicing Agreement, which opinion shall be in form reasonably acceptable to the Purchaser and shall cover such corporate and other matters as true and correct shall be reasonably required by an authorized officer of Sellerthe Purchaser; (vii) The original Limited Liability Company Agreement for one or more comfort letters from PriceWaterhouse Coopers LLC, certified public accountants, dated the Company to date of any preliminary Prospectus Supplement and of the Prospectus Supplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CS LLC, the other Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by CSFB Mortgage Securities, all of which a certification from an authorized officer of Seller shall be attached stating that described in such letters, they have recalculated such numbers and percentages relating to the Limited Liability Company Agreement has not been modified or amended except as requested hereinMortgage 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) The original Title Insurance issued by First American Insurance Company for such further certificates, opinions and documents as the PropertyPurchaser may reasonably request or any Rating Agency may require; (ix) a written certificate or certificates of the Purchaser dated the Closing Date in form acceptable to the Seller confirming the Purchaser's representations and warranties in Section 4 of this Agreement as of the Closing Date, with the resolutions of the Purchaser authorizing the transactions set forth herein, together with copies of the organizational documents and certificate of good standing dated not earlier than 30 days prior to the Closing Date of the Purchaser; and (ixx) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance such other certificates of the Purchase Price; Purchaser's officers, such opinions of the Purchaser's counsel (iiwhich may include in-house counsel) Deliver to Seller and such other documents as Seller or Seller’s respective counsel, may reasonably request required to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption fulfillment of Membership Interest for the Company; and (iv) Such documents described conditions set forth in this Agreement to be executed by Buyer, and deliver such other documents and papers which as the Seller or its counsel may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officer's Certificate of the Seller, Seller shall deliver dated the Closing Date, in form satisfactory to Escrow Agent and upon which the following:Purchaser and Barclays Capital Inc. (the "Representative") may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (ib) A duly executed Assignment An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and Assumption addressed to the Purchaser and the Representative; (c) An Officer's Certificate of Membership Interest for the Company Responsible Party, 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 of the Responsible Party; (d) An Opinion of Counsel of the Responsible Party, dated the Closing Date, in form attached hereto satisfactory to and addressed to the Purchaser and the Representative; (e) Such opinions of counsel as Exhibit “E” 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; (iif) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche LLP, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Sellercertified public accountants, and deliver such other documents and papers which may be reasonably necessary to the consummation 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 2006-FRE1, dated June 23, 2006 (the "Prospectus Supplement") relating to the Offered Certificates contained under the captions "Summary--The Mortgage Pool," "Legal Proceedings," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for Mortgage Pool" agrees with the Company and Certificate of Authority from the State of Florida; (vi) Copies records of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the PropertyOriginator; and (ixg) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Representative may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. (a) At Closing, Seller The Closing Documents shall deliver to Escrow Agent consist of the following: (i) A This Agreement duly executed Assignment and Assumption of Membership Interest for delivered by the Company in Purchaser and the form attached hereto as Exhibit “E” to this AgreementSeller; (ii) A certification An Officer's Certificate substantially in a the form reasonably acceptable to Buyerof Exhibit D-1 hereto, that Seller is not a foreign personexecuted by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) Such documents as Buyer’s counsel may reasonably request A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to BuyerClosing Date; (iv) Such documents described A certificate of the Seller substantially in this Agreement to be the form of Exhibit D-2 hereto, executed by Selleran executive officer or authorized signatory of the Seller and dated the Closing Date, and deliver such other documents upon which the Purchaser and papers which the Underwriter may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counselrely; (v) Certificate A written opinion of Good Standing counsel for the Company Seller, substantially in the form of Exhibit D-3 hereto and Certificate of Authority from subject to such reasonable assumptions and qualifications as may be requested by counsel for the State of FloridaSeller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter; (vi) Copies Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance of the Certificate Certificates, each of Formation which shall include the Purchaser and Operating Agreement together with all modifications and amendments thereto for the Company, certified Underwriter as true and correct by an authorized officer of Seller;addressee; and (vii) A letter or letters from Deloitte & Touche, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary-- The original Limited Liability Company Agreement for Mortgage Pool," "Description of the Company to which a certification from an authorized officer Mortgage Pool" and "Risk Factors-- The Mortgage Loans" agrees with the records of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested hereinSeller; (viii) The original Title Insurance issued A guaranty agreement substantially in the form Exhibit E hereto (the "Guaranty Agreement") duly executed and delivered by First American Insurance Company for ContiFinancial Corporation (the Property"Guarantor") in favor of the Purchaser and the other beneficiaries referred to therein; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further certificates, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such opinions and documents as Seller or Seller’s respective counsel, the Purchaser may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn 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 1 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of New York; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Assumption the Underwriter may rely, in the form of Membership Interest for Exhibit 2 hereto, with respect to certain facts regarding the Company 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 “E” 3; (d) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (iie) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche L.L.P., that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement certified public accountants, dated the date hereof and to execute the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated March 27, 2000 under the subheadings "Summary of Prospectus Supplement--The Mortgage Loans," "Risk Factors," "The Mortgage Pool," "Yield on the Certificates" and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation "Description of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for Certificates" agrees with the Company and Certificate of Authority from the State of Florida; (vi) Copies records of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counsel.

Closing Documents. (a) At ClosingWithout limiting the generality of Section 8 hereof, Seller the closing shall deliver be subject to Escrow Agent delivery of each of the followingfollowing documents: (i) A duly executed Assignment An Officers' Certificate of the Seller and Assumption Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter may rely, and attached thereto copies of Membership Interest for the Company 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 form attached hereto as Exhibit “E” Prospectus Supplement, relating to this Agreement; 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) A certification in if the Class M-5, Class CE Certificates or Class P Certificates are offered on the Closing Date pursuant to a form reasonably acceptable to BuyerPrivate Placement Memorandum, that the Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and the Master Servicer shall deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) an Officer's Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transactionsame information contained in such Private Placement Memorandum is true and accurate in all material respects; (b) At closingAn Officers' Certificate of the Seller, Buyer shall: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 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 (i) Deliver to Escrow Agent the balance Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool", "Yield on the Certificates", "Description of the Purchase Price; Certificates", "Pooling and Servicing Agreement--The Seller and Master Servicer", Annex II and Annex III and (ii) Deliver to Seller such documents as Seller or Seller’s respective counselthe Private Placement Memorandum, may reasonably request to evidence Buyer’s authority to execute under the caption "Yield and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for Prepayment Considerations" agrees with the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation records of the Transaction as may be reasonably requested by Seller, Seller’s respective counsel.Seller and the Master Servicer;

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit 1 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of California; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Assumption the Underwriter may rely, in the form of Membership Interest for Exhibit 2 hereto, with respect to certain facts regarding the Company 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 “E” 3; (d) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (iie) A certification in a form reasonably acceptable to Buyerletter from KPMG Peat Marwick, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning L.L.P., certified public accountants, dated the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Sellerdate hereof, and deliver such other documents and papers which may be reasonably necessary to the consummation effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated March 27, 1998, under the captions "Summary-- The Mortgage Pool," "Risk Factors-- Additional Risks Associated with the Mortgage Loans," "The Mortgage Pool" and "Pooling and Servicing Agreement-- The Master Servicer" agrees with the records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ixf) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriter may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officer’s Certificate of the Seller, Seller shall deliver to Escrow Agent dated the following:Closing Date, upon which the Purchaser, WaMu Capital Corp. (“WCC”) and ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. (“Goldman,” and together with WCC, the “Underwriters”) 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; (ib) A duly executed Assignment An Officer’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the Underwriters and Assumption the NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of Membership Interest for the Company 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, the Delaware Trustee or the NIMS Insurer, if any, may reasonably request in connection with the form attached hereto as Exhibit “E” sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (iie) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche L.L.P., that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement certified public accountants, dated the date hereof and to execute 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 deliver all documents assigning “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (viif) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that deliver or make available to the Limited Liability Company Agreement has not been modified Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and “Static Pool Information” or amended except for inclusion in other offering materials, such publicly available information regarding the Seller, its financial condition, underwriting standards, lending activities and loan sales, production, static pool information and servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the pool information, as requested hereinthe Underwriters may reasonably request; (viiig) The original Title Insurance issued by First American Insurance Company for Letters from at least two nationally recognized statistical rating agencies rating the PropertyOffered Certificates (as defined in the Prospectus Supplement); and (ixh) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriters may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. (a) At Closing, Seller The Closing Documents shall deliver to Escrow Agent consist of the following: (i) A this Agreement, duly executed Assignment by the Purchaser and Assumption of Membership Interest for the Company in the form attached hereto as Exhibit “E” to this AgreementSeller; (ii) A certification in a form reasonably acceptable to Buyereach of the Pooling and Servicing Agreement and the Indemnification Agreement, that Seller is not a foreign personduly executed by the respective parties thereto; (iii) Such documents an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, in his or her individual capacity on behalf of the Seller, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB LLC, the other Underwriters and the Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties") may rely, attaching thereto as Buyer’s counsel may reasonably request to evidence an exhibit the bylaws of the Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement a certificate of corporate existence with respect to be executed the Seller issued by Sellerthe Comptroller of Currency not earlier than fifteen (15) months prior to the Closing Date, and deliver such other documents and papers upon which the Interested Parties may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counselrely; (v) a Certificate of Good Standing for the Company Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer of the Seller on the Seller's behalf and Certificate of Authority from dated the State of FloridaClosing Date, and upon which the Interested Parties may rely; (vi) Copies a written opinion or opinions of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto counsel for the CompanySeller (which may include an opinion of in-house counsel), certified dated the Closing Date and addressed to the Interested Parties and the respective parties to the Pooling and Servicing Agreement, which opinion shall be in form reasonably acceptable to the Purchaser and shall cover such corporate and other matters as true and correct shall be reasonably required by an authorized officer of Sellerthe Purchaser; (vii) The original Limited Liability Company Agreement for one or more comfort letters from Ernst & Young, certified public accountants, dated the Company to date of any preliminary Prospectus Supplement and of the Prospectus Supplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB LLC, the other Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by CSFB Mortgage Securities, all of which a certification from an authorized officer of Seller shall be attached stating that described in such letters, they have recalculated such numbers and percentages relating to the Limited Liability Company Agreement has not been modified or amended except as requested hereinMortgage 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) The original Title Insurance issued by First American Insurance Company for such further certificates, opinions and documents as the PropertyPurchaser may reasonably request or any Rating Agency may require; (ix) a written certificate or certificates of the Purchaser dated the Closing Date in form acceptable to the Seller confirming the Purchaser's representations and warranties in Section 4 of this Agreement as of the Closing Date, with the resolutions of the Purchaser authorizing the transactions set forth herein, together with copies of the organizational documents and certificate of good standing dated not earlier than 30 days prior to the Closing Date of the Purchaser; and (ixx) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance such other certificates of the Purchase Price; Purchaser's officers, such opinions of the Purchaser's counsel (iiwhich may include in-house counsel) Deliver to Seller and such other documents as Seller or Seller’s respective counsel, may reasonably request required to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption fulfillment of Membership Interest for the Company; and (iv) Such documents described conditions set forth in this Agreement to be executed by Buyer, and deliver such other documents and papers which as the Seller or its counsel may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn 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 2 hereto, and attached thereto copies of the certificate of formation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of New York; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Assumption the Underwriter may rely, in the form of Membership Interest for Exhibit 3 hereto, with respect to certain facts regarding the Company 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 “E” 4; (i) an Officers' Certificate of the Originator, dated the Closing Date, upon which the Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. (the "Underwriter") may rely, in the form of Exhibit 5 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of Delaware and (ii) if the Class CE Certificates and Class P Certificates are offered pursuant to a Private Placement Memorandum and the Originator has been given an opportunity to review such Private Placement Memorandum, the Originator shall deliver an Officer's Certificate stating that the same information contained in such Private Placement Memorandum as that which appears under the subheadings: (1) "Summary of the Prospectus Supplement--The Mortgage Loans"; (2) "Risk Factors--Certain Mortgage Loans Have High Loan-to-Value Ratios Which May Present a Greater Risk of Loss With Respect to Such Mortgage Loans, --Certain Mortgage Loans Are Delinquent as of the Cut-off Date, Which May Present a Greater Risks of Loss Relating to Such Mortgage Loans, --The Mortgage Loans Are Concentrated in the State of California, Which May Present a Greater Risk of Loss With Respect to Such Mortgage Loans, --The Rate and Timing of Principal Distributions on the Offered Certificates Will Be Affected by Prepayment Speeds (solely to the extent that such section sets forth the percentage of Mortgage Loans which, by aggregate principal balance as of the Cut-off Date, contain Prepayment Charges), --Violation of Various Federal and State Laws May Result in Losses on the Mortgage Loans"; (3)"The Mortgage Pool" and (4) "Pooling and Servicing Agreement--Ameriquest Mortgage Company", as of the date of the Prospectus Supplement is true and accurate in all material respects; (e) An Opinion of Counsel of the Originator, dated the Closing Date and addressed to the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 6; (f) Such opinions of counsel 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; (iig) A certification 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 a form reasonably acceptable to Buyerthe Prospectus Supplement, that Seller is not a foreign persondated May 11, 1999 in the Summary under the subheading "Pooling and Servicing Agreement--Ameriquest Mortgage Company", agrees with the records of the Originator; (iiih) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute The Originator shall deliver for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, Inc., Floating Rate Mortgage Pass-Through Certificates, Series 1999-3, under the captions "The Mortgage Pool--Underwriting Standards; Representations--Ameriquest Underwriting Programs" and perform under this Agreement "Pooling and to execute Servicing Agreement--The Master Servicers--Ameriquest Mortgage Company", or for inclusion in other offering material such publicly available information regarding the Originator, its financial condition and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Sellerits mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and deliver such other documents servicing and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyercollection practices, or its respective counseland any similar nonpublic, unaudited financial information; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to Escrow Agent the balance effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement, dated May 11, 1999 under the captions "Summary of Prospectus Supplement--The Mortgage Loans", "Risk Factors", "The Mortgage Pool", "Yield on the Certificates" and "Description of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Certificates" agrees with the records of the Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counsel.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, dated the Subsequent Transfer Date, upon which the Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 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 shall deliver to Escrow Agent under the following:laws of Nevada; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Subsequent Transfer Date, upon which the Purchaser and Assumption the Underwriter may rely, in the form of Membership Interest for Exhibit 4 hereto, with respect to certain facts regarding the Company sale of the Subsequent Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Subsequent Transfer Date and addressed to the Purchaser and the Underwriter, substan tially in the form attached hereto as Exhibit “E” 5; (d) an Officers' Certificate of the Originator, dated the Subsequent Transfer Date, upon which the Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. (the "Underwriter") may rely, in the form of Exhibit 6 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of Delaware; (e) An Officers' Certificate of the Originator, dated the Subsequent Transfer Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit 7 hereto, with respect to certain facts regarding the sale of the Subsequent Mortgage Loans by the Originator to the Seller; (f) An Opinion of Counsel of the Originator, dated the Subsequent Transfer Date and addressed to the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 8; (g) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Subsequent Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (iih) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche L.L.P., that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement certified public accountants, dated the date hereof and to execute the effect that the information set forth in paragraphs (c) and deliver all documents assigning the Membership Interest to Buyer; (ivd) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation of Section 2.11 of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company Pooling and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Servicing Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Propertyis correct; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such Such further information, certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriter may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. (the "Underwriter") may rely, in the form of Exhibit 1 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of California; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and Assumption the Underwriter may rely, in the form of Membership Interest for Exhibit 2 hereto, with respect to certain facts regarding the Company 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 Originator, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit “E” 3; (d) An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser and the Underwriter may rely, in the form of Exhibit 4 hereto, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Originator under the laws of its state of incorporation; (e) An opinion of Counsel of the Originator, dated the Closing Date and addressed to the Seller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 5; (f) 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; (iig) A certification in a form reasonably acceptable to Buyerletter from KPMG Peat Marwick, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning L.L.P., certified public accountants, dated the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Sellerdate hereof, and deliver such other documents and papers which may be reasonably necessary to the consummation 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-NC1, dated March 24, 1999 under the captions "Summary--The Mortgage Loans," "Risk Factors," "The Mortgage Pool" (except with respect to the information contained under the caption "The Mortgage Pool--Underwriting Standards") agrees with the records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for Seller and the Company information contained under the captions "The Mortgage Pool--Underwriting Standards" and Certificate of Authority from "Pooling and Servicing Agreement-- The Master Servicer" agrees with the State of Florida; (vi) Copies records of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the PropertyMaster Servicer; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counsel.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingA Secretary's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Securities LLC (the "Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of Delaware; (ib) A duly executed Assignment An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and Assumption addressed to the Underwriter; (c) An Officer's Certificate of Membership Interest for the Company Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form attached hereto satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as Exhibit “E” the Rating Agencies, 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 delivery of, or performance under, this Agreement; (iif) A certification 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 a form reasonably acceptable the Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to Buyer, that Seller is not a foreign personthe extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Loans" agrees with the records of the Originator; (iiig) Such further information, certificates, opinions and documents as Buyer’s counsel the Purchaser or the Underwriter may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, 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 attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of California; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, FSA and Assumption the Underwriter may rely, in the form of Membership Interest for Exhibit 2 hereto, with respect to certain facts regarding the Company 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, FSA and the Underwriter, substantially in the form attached hereto as Exhibit “E” 3; (d) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (iie) A certification in a form reasonably acceptable to Buyerletter from KPMG Peat Marwick, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning L.L.P., certified public accountants, dated the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Sellerdate hereof, and deliver such other documents and papers which may be reasonably necessary to the consummation 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 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 "Pooling and Servicing Agreement-- The Mortgage Loan Seller and Master Servicer" agrees with the records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counsel.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officer’s Certificate of the Seller, Seller shall deliver dated the Closing Date, in form satisfactory to Escrow Agent and upon which the following:Purchaser and Citigroup Global Markets Inc. (the “Representative”) may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (ib) A duly executed Assignment An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and Assumption addressed to the Purchaser and the Representative; (c) An Officer’s Certificate of Membership Interest for the Company Responsible Party, 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 of the Responsible Party; (d) An Opinion of Counsel of the Responsible Party, dated the Closing Date, in form attached hereto satisfactory to and addressed to the Purchaser and the Representative; (e) Such opinions of counsel as Exhibit “E” 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; (iif) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche LLP, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Sellercertified public accountants, and deliver such other documents and papers which may be reasonably necessary to the consummation 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 2005-NC3, dated June 3, 2005 (the “Prospectus Supplement”) relating to the Offered Certificates contained under the captions “Summary—The Mortgage Loans,” “Risk Factors,” (to the extent of information concerning the Mortgage Loans contained therein) “The Mortgage Pool” agrees with the records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the PropertyOriginator; and (ixg) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Representative may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 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 shall deliver to Escrow Agent under the following:laws of Nevada; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Assumption the Underwriter may rely, in the form of Membership Interest for Exhibit 4 hereto, with respect to certain facts regarding the Company 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 “E” 5; (i) an Officers' Certificate of the Originator, dated the Closing Date, upon which the Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. (the "Underwriter") may rely, in the form of Exhibit 6 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of Delaware and (ii) if the Class CE Certificates and Class P Certificates are offered pursuant to a Private Placement Memorandum, the Originator shall deliver an Officer's Certificate stating that the same information contained in such Private Placement Memorandum as that which appears under the subheadings "Summary of the Prospectus Supplement--The Mortgage Loans," "Risk Factors--Certain Mortgage Loans Have High Loan-to-Value Ratios Which May Present a Greater Risk of Loss With Respect to Such Mortgage Loans,--Certain Mortgage Loans Are Delinquent as of the Cut-off Date, Which May Present a Greater Risks of Loss Relating to Such Mortgage Loans,--The Mortgage Loans Are Concentrated in the State of California, Which May Present a Greater Risk of Loss With Respect to Such Mortgage Loans,--The Rate and Timing of Principal Distributions on the Offered Certificates Will Be Affected by Prepayment Speeds (solely to the extent that such section sets forth the percentage of Mortgage Loans which, by aggregate principal balance as of the Cut-off Date, contain Prepayment Charges), --Violation of Various Federal and State Laws May Result in Losses on the Mortgage Loans, "The Mortgage Pool", and "Pooling and Servicing Agreement--The Originator and Master Servicer", as of the date of the Prospectus Supplement is true and accurate in all material respects; (e) An Officers' Certificate of the Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit 7 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Originator to the Seller; (f) An Opinion of Counsel of the Originator, dated the Closing Date and addressed to the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 8; (g) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (iih) A certification 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 a form reasonably acceptable to Buyerthe Prospectus Supplement, that Seller is not a foreign persondated March 22, 1999 in the Summary under the subheading "The Mortgage Loans" and under the captions "The Mortgage Pool" and "Pooling and Servicing Agreement--The Originator and Master Servicer", agrees with the records of the Originator; (iiii) Such documents as Buyer’s counsel may reasonably request to evidence The Originator shall deliver for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, Inc., Floating Rate Mortgage Pass-Through Certificates, Series 1999-AQ1, under the captions "The Mortgage Pool--Underwriting Standards; Representations" and "Pooling and Servicing Agreement--The Originator and Master Servicer", or for inclusion in other offering material such publicly available information regarding the Seller’s authority to execute , its financial condition and perform under this Agreement its mortgage loan delinquency, foreclosure and to execute loss experience, underwriting standards, lending activities and deliver all documents assigning the Membership Interest to Buyerloan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; (ivj) Such documents described in this Agreement to be executed by SellerA letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and deliver such other documents and papers which may be reasonably necessary to the consummation effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement, dated March 22, 1999 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for Certificates" agrees with the Company and Certificate of Authority from the State of Florida; (vi) Copies records of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the PropertyOriginator; and (ixk) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriter may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officer’s Certificate of the Seller, Seller shall deliver to Escrow Agent dated the following:Closing Date, upon which the Purchaser, WaMu Capital Corp. (“WCC”) and Banc of America Securities LLC (“BofA,” and together with WCC, the “Underwriters”) 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; (ib) A duly executed Assignment An Officer’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the Underwriters and Assumption the NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of Membership Interest for the Company 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, the Delaware Trustee or the NIMS Insurer, if any, may reasonably request in connection with the form attached hereto as Exhibit “E” sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (iie) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche L.L.P., that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement certified public accountants, dated the date hereof and to execute 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 deliver all documents assigning “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (viif) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that deliver or make available to the Limited Liability Company Agreement has not been modified Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and “Static Pool Information” or amended except for inclusion in other offering materials, such publicly available information regarding the Seller, its financial condition, underwriting standards, lending activities and loan sales, production, static pool information and servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the pool information, as requested hereinthe Underwriters may reasonably request; (viiig) The original Title Insurance issued by First American Insurance Company for Letters from at least two nationally recognized statistical rating agencies rating the PropertyOffered Certificates (as defined in the Prospectus Supplement); and (ixh) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriters may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. (a) At Closing, Seller The Closing Documents shall deliver to Escrow Agent consist of the following: (i) A this Agreement, duly executed Assignment by the Purchaser and Assumption of Membership Interest for the Company in the form attached hereto as Exhibit “E” to this AgreementSeller; (ii) A certification in a form reasonably acceptable to Buyereach of the Pooling and Servicing Agreement and the Indemnification Agreement, that Seller is not a foreign personduly executed by the respective parties thereto; (iii) Such documents an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary, a vice president or an assistant secretary of the Seller, in his or her individual capacity on behalf of the Seller, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB LLC, the other Underwriters and the Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties") may rely, attaching thereto as Buyer’s counsel may reasonably request to evidence exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller’s authority to execute and perform under 's entering into the transactions contemplated by this Agreement and to execute and deliver all (B) the organizational documents assigning of the Membership Interest to BuyerSeller; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel[Reserved]; (v) a Certificate of Good Standing for the Company Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer of the Seller on the Seller's behalf and Certificate of Authority from dated the State of FloridaClosing Date, and upon which the Interested Parties may rely; (vi) Copies a written opinion or opinions of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto counsel for the CompanySeller (which may include an opinion of in-house counsel), certified dated the Closing Date and addressed to the Interested Parties and the respective parties to the Pooling and Servicing Agreement, which opinion shall be in form reasonably acceptable to the Purchaser and shall cover such corporate and other matters as true and correct shall be reasonably required by an authorized officer of Sellerthe Purchaser; (vii) The original Limited Liability Company Agreement for one or more comfort letters from Ernst & Young, certified public accountants, dated the Company to date of any preliminary Prospectus Supplement and of the Prospectus Supplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB LLC, the other Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by CSFB Mortgage Securities, all of which a certification from an authorized officer of Seller shall be attached stating that described in such letters, they have recalculated such numbers and percentages relating to the Limited Liability Company Agreement has not been modified or amended except as requested hereinMortgage 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) The original Title Insurance issued by First American Insurance Company for such further certificates, opinions and documents as the PropertyPurchaser may reasonably request or any Rating Agency may require; (ix) a written certificate or certificates of the Purchaser dated the Closing Date in form acceptable to the Seller confirming the Purchaser's representations and warranties in Section 4 of this Agreement as of the Closing Date, with the resolutions of the Purchaser authorizing the transactions set forth herein, together with copies of the organizational documents and certificate of good standing dated not earlier than 30 days prior to the Closing Date of the Purchaser; and (ixx) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance such other certificates of the Purchase Price; Purchaser's officers, such opinions of the Purchaser's counsel (iiwhich may include in-house counsel) Deliver to Seller and such other documents as Seller or Seller’s respective counsel, may reasonably request required to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption fulfillment of Membership Interest for the Company; and (iv) Such documents described conditions set forth in this Agreement to be executed by Buyer, and deliver such other documents and papers which as the Seller or its counsel may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Originator, Seller dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit 1 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of Delaware and (ii) if the Class CE Certificates and Class P Certificates are offered on the Closing Date pursuant to a Private Placement Memorandum, the Originator shall deliver to Escrow Agent an Officer's Certificate stating that the following:same information contained in such Private Placement Memorandum is true and accurate in all material respects; (ib) A duly executed Assignment An Officers' Certificate of the Originator, dated the Closing Date, upon which the Purchaser and Assumption the Underwriter may rely, in the form of Membership Interest for Exhibit 2 hereto, with respect to certain facts regarding the Company sale of the Mortgage Loans by the Originator to the Purchaser; (c) An Opinion of Counsel of the Originator, dated the Closing Date and addressed to the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit “E” to this Agreement3; (iid) A certification Such opinions of counsel from the Purchaser's or Originator's counsel as the Rating Agencies may request in a form reasonably acceptable connection with the sale of the Mortgage Loans by the Originator to Buyerthe Purchaser or the Originator's execution and delivery of, that Seller is not a foreign personor performance under, this Agreement and upon which the Underwriter may rely; (iiie) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described 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 this Agreement to be executed by Sellerthe Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool", "Yield on the Certificates", "Description of the Certificates", and deliver such other documents "Pooling and papers which may be reasonably necessary to Servicing Agreement--The Originator and Master Servicer", agrees with the consummation records of the Transaction as may be reasonably requested by Buyer, or its respective counselOriginator; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counsel.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingA Secretary's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which NC Capital, the Purchaser and UBS Warburg (the "Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of Delaware; (ib) A duly executed Assignment An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and Assumption addressed to the Underwriter; (c) An Officer's Certificate of Membership Interest for NC Capital, dated the Company Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of NC Capital under the laws of its state of incorporation; (d) An opinion of Counsel of NC Capital, dated the Closing Date, in form attached hereto satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as Exhibit “E” 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; (iif) A certification 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 a form reasonably acceptable the Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to Buyer, that Seller is not a foreign personthe extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Loans" agrees with the records of NC Capital; (iiig) Such further information, certificates, opinions and documents as Buyer’s counsel the Purchaser or the Underwriter may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. (a) At Closing, Seller The Closing Documents shall deliver to Escrow Agent consist of the following: (i) A duly executed Assignment The Pooling and Assumption Servicing Agreement, dated as of Membership Interest for the Company Cut-off Date, substantially in the form of Exhibit 1 hereto and with such further changes therein as the Seller and the Purchaser shall mutually agree to, together with all documents required to be delivered thereunder; and (ii) With respect to the Mortgage Loans: (1) An Officer’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser and each 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 Underwriters 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 “E” to this Agreement4; (ii4) A certification 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 a form 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 acceptable request in connection with the sale of the Mortgage Loans by the Seller to Buyerthe Purchaser or the Seller’s execution and delivery of, that Seller is not a foreign person;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) Such documents additional documentation as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement is required to be executed by delivered under the Underwriting Agreement dated August 23, 2005, among the Seller, the Purchaser and deliver such other documents and papers which may be reasonably necessary to the consummation Citigroup Global Markets Inc., as representative of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselseveral Underwriters.

Closing Documents. (a) At ClosingWithout limiting the generality of Section 8 hereof, Seller the closing shall deliver be subject to Escrow Agent delivery of each of the followingfollowing documents: (i) A duly executed Assignment An Officers' Certificate of the Seller and Assumption Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, and attached thereto copies of Membership Interest for the Company 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 form attached hereto as Exhibit “E” Prospectus Supplement, relating to this Agreement; 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) A certification in if the Class M-5 Certificates, Class CE Certificates and/or Class P Certificates are offered on the Closing Date pursuant to a form reasonably acceptable to BuyerPrivate Placement Memorandum, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached deliver an Officer's Certificate stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transactionsame information contained in such Private Placement Memorandum is true and accurate in all material respects; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance An Officers' Certificate of the Purchase PriceSeller, 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; (iic) Deliver An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to Seller such documents as Seller or Seller’s respective counseland addressed to the Purchaser, may reasonably request to evidence Buyer’s authority to execute the Certificate Insurer and perform under this Agreementthe Underwriters; (iiid) Deliver 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 Seller a duly executed Assignment the Purchaser or the Seller's execution and Assumption of Membership Interest for delivery of, or performance under, this Agreement and upon which the Company; andCertificate Insurer and the Underwriters may rely; (ive) Such documents described in this Agreement to be executed by BuyerA letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and deliver such other documents and papers which may be reasonably necessary to the consummation 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 Transaction as may be reasonably requested by SellerCertificates", Seller’s respective counsel."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 Master Servicer;

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, 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 attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of New York; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Assumption the Underwriter may rely, in the form of Membership Interest for Exhibit 2 hereto, with respect to certain facts regarding the Company 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 “E” 3; (d) An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser and the Underwriter may rely, in the form of Exhibit 4 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (e) An opinion of Counsel of the Originator, dated the Closing Date and addressed to the Seller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 5; (f) An Administrator's Certificate of Bishop's Gate, dated the Closing Date, upon which the Seller, the Purchaser and the Underwriter may rely, in the form of Exhibit 6 hereto, and attached thereto copies of the organizational documents and certificate of good standing of Bishop's Gate under the laws of its state of organization; (g) An opinion of Counsel of Bishop's Gate, dated the Closing Date and addressed to the Seller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 7; (h) Such opinions of counsel 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; (iii) A certification 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 a form reasonably acceptable to Buyerthe Purchaser's Prospectus Supplement, that Seller is not a foreign persondated 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; (iiij) Such documents as Buyer’s counsel may reasonably request The Originator shall deliver to evidence Seller’s authority to execute 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 perform under this Agreement "Pooling and to execute Servicing Agreement--The Master Servicer", or for inclusion in other offering material such publicly available information regarding the Originator, its financial condition and deliver all documents assigning the Membership Interest to Buyerits 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; (ivk) Such documents described in this Agreement to be executed by SellerA letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and deliver such other documents and papers which may be reasonably necessary to the consummation effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated February 22, 1999 under the captions "Yield on the Certificates" and "Description of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for Certificates" agrees with the Company and Certificate of Authority from the State of Florida; (vi) Copies records of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ixl) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriter may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, the Purchaser, Financial Security Assurance Inc. ("FSA") and Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit 3 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of New York; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, FSA and Assumption the Underwriter may rely, in the form of Membership Interest for Exhibit 4 hereto, with respect to certain facts regarding the Company 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 Originator, the Purchaser, FSA and the Underwriter, substantially in the form attached hereto as Exhibit “E” 5; (d) An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser, FSA and the Underwriter may rely, in the form of Exhibit 6 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of Delaware; (e) An opinion of Counsel of the Originator, dated the Closing Date and addressed to the Seller, the Purchaser, FSA and the Underwriter, substantially in the form attached hereto as Exhibit 7; (f) 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; (iig) A certification 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 a form reasonably acceptable to Buyerthe Purchaser's Prospectus Supplement, that Seller is not a foreign persondated November 20, 1996 in the Summary under the subheading "The Mortgage Pool" and under the captions "The Mortgage Pool" and "Pooling and Servicing Agreement-- The Originator and Master Servicer" agrees with the records of the Originator; (iiih) Such documents as Buyer’s counsel may reasonably request The Originator shall deliver to evidence Seller’s authority to execute the Seller for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, Inc., Asset-Backed Floating Rate Certificates, Series 1996-LB3, under the captions "The Mortgage Pool-- Underwriting Standards; Representations" and perform under this Agreement "Pooling and to execute Servicing Agreement-- The Originator and deliver all documents assigning Master Servicer" , or for inclusion in other offering material such publicly available information regarding the Membership Interest to BuyerOriginator, 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; (ivi) Such documents described in this Agreement to be executed by SellerA letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and deliver such other documents and papers which may be reasonably necessary to the consummation effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated November 20, 1996 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for Certificates" agrees with the Company and Certificate of Authority from the State of Florida; (vi) Copies records of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ixj) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriter may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. (a) At Closing, Seller The Closing Documents shall deliver to Escrow Agent consist of the following, and can only be waived and modified by mutual consent of the parties hereto: (ib) A This Agreement, duly executed Assignment and Assumption of Membership Interest for delivered by the Company in Purchaser and the form attached hereto as Exhibit “E” to this Agreement; (ii) A certification in a form reasonably acceptable to Buyer, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel;parties thereto; and (vc) An Officer's Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct executed by an authorized officer of the Seller; (vii) The original Limited Liability Company Agreement for , in his or her individual capacity, and dated the Company to Closing Date, upon which a certification from an authorized officer the Underwriters, and BACM may rely, attaching thereto as exhibits the organizational documents of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the PropertySeller; and (ixd) Notice Certificate of good standing regarding the Seller from Comptroller of the Currency, dated not earlier than 30 days prior to Tenant notifying Tenant of this Transaction;the Closing Date; and (be) At closingA certificate of the Seller, Buyer shall:executed by an executive officer or 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 performed 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 and the Underwriters, dated the Closing Date and addressed to the 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) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counselThe Indemnification Agreement, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for by the Companyrespective parties thereto; and (ivj) Such documents One or more comfort letters from the Accountants dated the date of any preliminary Prospectus Supplement, Prospectus Supplement and Memoranda respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the preliminary Prospectus Supplement and the Prospectus Supplement and to the Purchaser and the Placement Agent in the case of the Memoranda stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in this Agreement 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 Memoranda, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, respectively, to be executed by Buyer, and deliver in agreement with the results of such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselcalculations.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, 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 attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of New York; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Assumption the Underwriter may rely, in the form of Membership Interest for Exhibit 4 hereto, with respect to certain facts regarding the Company 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 Originators, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit “E” 5; (d) 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 attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of such Originator under the laws of its state of incorporation; (e) An opinion of Counsel of each Originator, dated the Closing Date and addressed to the Seller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 7; (f) 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; (iig) A certification 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 a form reasonably acceptable to Buyerthe Purchaser's Prospectus Supplement, that Seller is not a foreign persondated November 21, 1997 in the Summary under the subheading "The Mortgage Pool" and under the captions "The Mortgage Pool" and "Pooling and Servicing Agreement-- Ameriquest Mortgage Company," or "--Long Beach Mortgage Company", as the case may be, agrees with the records of the related Originator; (iiih) Such documents Each Originator shall deliver to the Seller for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, Inc., Asset-Backed Certificates, Series 1997-LB6, under the captions "The Mortgage Pool-- Underwriting Standards; Representations" and "Pooling and Servicing Agreement-- Ameriquest Mortgage Company," or "--Long Beach Mortgage Company", as Buyer’s counsel the case may reasonably request to evidence Seller’s authority to execute be, or for inclusion in other offering material such publicly available information regarding such Originator, its financial condition and perform under this Agreement its mortgage loan delinquency, foreclosure and to execute loss experience, underwriting standards, lending activities and deliver all documents assigning the Membership Interest to Buyerloan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; (ivi) Such documents described in this Agreement to be executed by SellerA letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and deliver such other documents and papers which may be reasonably necessary to the consummation effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated November 21, 1997 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for Certificates" agrees with the Company and Certificate of Authority from the State of Florida; (vi) Copies records of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ixj) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriter may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. The obligations of the Underwriters hereunder to purchase the Firm Debentures at the Closing Time shall be conditional upon: the Trust, POT and the Administrator having performed in all material respects, at the Closing Time, all of their obligations hereunder theretofore to be performed; there not having occurred any event or circumstance which, with the passage of time or notice or both, would entitle the Underwriters to terminate this agreement pursuant to Section 13(a); and the Underwriters receiving at the Closing Time: (a) At Closingfavourable legal opinions of the Trust's counsel and the Underwriters' counsel addressed to the Underwriters, Seller shall deliver in form and substance reasonably satisfactory to Escrow Agent the followingUnderwriters, with respect to such matters as the Underwriters may reasonably request relating to the offering of the Firm Debentures, the Trust, POT, the Administrator and the transactions contemplated hereby, including, without limitation, that: (i) A duly executed Assignment each of PET and Assumption POT is validly existing as a trust under the laws of Membership Interest for the Company in the form attached hereto as Exhibit “E” to this AgreementAlberta; (ii) A certification in the Administrator is a form reasonably acceptable to Buyer, that Seller is not a foreign personvalid and subsisting corporation under the laws of Alberta; (iii) Such documents as Buyer’s counsel may reasonably request PET, through the Trustee and the Administrator, has the power, authority and capacity to evidence Seller’s authority to execute and perform under this Agreement issue the Firm Debentures and to execute and deliver all documents assigning the Membership Interest this agreement and to Buyercarry out its obligations hereunder; (iv) Such documents described POT, through the Administrator in this Agreement its capacity as the trustee of POT, has the power, authority and capacity to be executed by Seller, execute and deliver such other documents this agreement and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or carry out its respective counselobligations hereunder; (v) Certificate the Administrator has the required power, authority and capacity to execute and deliver this agreement, both in its own capacity and for and on behalf of Good Standing for the Company each of PET and Certificate of Authority from the State of FloridaPOT, and to carry out its and their respective obligations hereunder; (vi) Copies the Trustee, on behalf of the Certificate Trust, is the registered holder of Formation all the issued and Operating Agreement together with outstanding shares of the Administrator, all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Sellerwhich have been duly authorized; (vii) The original Limited Liability Company Agreement each of the Trust, POT and the Administrator has all necessary trust or corporate power and authority to enter into this agreement and the Indenture and to perform its obligations set out herein and therein, as the case may be, and each of this agreement and the Indenture has been duly authorized, executed and delivered by the Trust, POT and the Administrator, as applicable, and constitutes a legal, valid and binding obligation of each of the Trust, POT and the Administrator, as applicable, enforceable against the Trust, POT and the Administrator, as applicable, in accordance with its terms subject to qualifications as to the validity, binding effect and enforceability of this agreement as are customary for the Company to which a certification from an authorized officer transaction of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested hereinthis nature; (viii) The original Title Insurance the execution and delivery of this agreement and the Indenture and the fulfilment of the terms hereof and thereof by each of the Trust, POT and the Administrator, as applicable, and the performance of and compliance with the terms of each of this agreement and the Indenture by the Trust, POT and the Administrator, as applicable, does not and will not result in a breach of, or constitute a default under, and does not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, any applicable laws of the Province of Alberta or any term or provision of the Trust Indenture, the POT Indenture, the articles, by-laws or resolutions of the directors, shareholders or unitholders (including the Unitholders) of the Trust, POT or the Administrator, as applicable, or any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Trust, POT or the Administrator is a party or by which it is bound, of which such counsel is aware including, without limitation, the POT Royalty Agreement, the agreements governing the Credit Facilities and the Material Agreements, which breach or default might reasonably be expected to materially adversely affect the business, operations, capital or condition (financial or otherwise) of the Trust, POT or the Administrator (taken as a whole); (ix) the forms of the definitive certificate representing the Debentures and the Trust Units has been approved and adopted by the Trust and complies with all legal requirements (including all applicable requirements of the TSX) relating thereto; (x) the Firm Debentures have been duly and validly created, allotted and issued as fully paid and non-assessable Debentures of the Trust; (xi) the Trust Units issuable upon conversion, redemption or maturity of the Firm Debentures will, upon issuance in accordance with the terms of the Indenture and the Trust Indenture, be issued as fully paid and non-assessable Trust Units; (xii) the attributes of the Firm Debentures and the Trust Units conform in all material respects with the descriptions thereof contained in the Prospectuses; (xiii) subject to the assumptions and qualifications stated in the Prospectus, the Firm Debentures and the Trust Units issuable upon the conversion, redemption or maturity of the Firm Debentures are qualified investments under the Tax Act and the regulations thereunder for trusts governed by First American Insurance Company registered retirement savings plans, registered retirement income funds, registered education savings plans and deferred profit sharing plans (except for deferred profit sharing plans to which the PropertyTrust made a contribution); (xiv) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the Applicable Securities Laws of each of the Qualifying Provinces in order to qualify the Firm Debentures for distribution and sale to the public in each of such Qualifying Provinces by or through investment dealers and brokers duly registered under the applicable laws of such provinces who have complied with the relevant provisions of such Applicable Securities Laws; (xv) the Trust is a “reporting issuer” not in default of any requirement of the Securities Act (Alberta) and the regulations thereunder and has a similar status under the Applicable Securities Laws of each of the other Qualifying Provinces; (xvi) the Trust has the necessary power and authority to execute and deliver the Prospectuses and all necessary action has been taken by each of the Trust and the Administrator to authorize the execution and delivery by the Trust of the Prospectuses and the filing thereof, as the case may be, in each of the Qualifying Provinces in accordance with Applicable Securities Laws; (xvii) subject to the qualifications and assumptions set out therein, the statements in the Prospectus under the heading “Certain Canadian Federal Income Tax Considerations” constitute a fair summary of the principal Canadian federal income tax consequences arising under the Tax Act to persons resident in Canada who hold Firm Debentures as capital property and who deal at arm's length with the Trust, POT and the Administrator; (xviii) all laws of the Province of Québec relating to the use of the French language have been complied with in connection with the sale of the Firm Debentures to purchasers in the Province of Québec; (xix) the Firm Debentures and the Trust Units issuable upon conversion, redemption or maturity of the Firm Debentures are conditionally listed and, upon notification to the TSX of the issuance and sale thereof and fulfillment of the conditions set out in the TSX letter relating to such listing, will be posted for trading on the TSX; (xx) confirmation of the authorized and issued capital of the Trust; and (ixxxi) Notice Computershare Trust Company of Canada, at its principal offices in Calgary and Toronto has been duly appointed the trustee under the Indenture and the transfer agent and registrar for the Trust Units and the Debentures; and as to Tenant notifying Tenant all other legal matters, including compliance with Applicable Securities Laws in any way connected with the issuance, sale and delivery of this Transactionthe Firm Debentures and the first trade of the Trust Units issuable upon the conversion, redemption or maturity of the Firm Debentures, as the Underwriters may reasonably request. It is understood that the respective counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than where they are qualified to practice law, and on certificates of officers of the Trust, POT, the Administrator, the transfer agent and the Trust's auditors and any other auditors which have audited any of the financial statements included or incorporated by reference in the Prospectuses as to relevant matters of fact. It is further understood that the Underwriters' counsel may rely on the opinion of the Trust's counsel as to matters which specifically relate to the Trust, POT and the Administrator, including the issuance of the Firm Debentures; (b) At closinga certificate of each of the Trust, Buyer shallPOT and the Administrator dated the Closing Date, addressed to the Underwriters and signed on behalf of the Trust, POT and the Administrator by the Chief Executive Officer and Chief Financial Officer of the Administrator or such other officers or directors of the Administrator satisfactory to the Underwriters, acting reasonably, certifying that: (i) Deliver to Escrow Agent the balance each of the Purchase PriceTrust, POT and the Administrator has complied with and satisfied in all material respects all terms and conditions of this agreement on its part to be complied with or satisfied at or prior to the Closing Time; (ii) Deliver to Seller except for changes contemplated by this agreement, the representations and warranties of the Trust, POT and the Administrator set forth in this agreement are true and correct in all material respects at the Closing Time, as if made at such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement;time; and (iii) Deliver no event of a nature referred to Seller in Subsection 13(a)(i), (ii) or (vii) has occurred or to the knowledge of such officer is pending, contemplated or threatened; and the Underwriters shall have no knowledge to the contrary; (c) a duly executed Assignment comfort letter of the Trust's auditors and Assumption any other auditors which have audited any of Membership Interest the financial statements included or incorporated by reference in the Prospectuses, addressed to the Underwriters and dated the Closing Date, as applicable, satisfactory in form and substance to the Underwriters, acting reasonably, bringing the information contained in the comfort letters referred to in paragraph 5(c) up to the Closing Time, which comfort letters shall be not more than two Business Days prior to the Closing Date; (d) evidence satisfactory to the Underwriters that the Firm Debentures and the Trust Units issuable upon conversion, redemption or maturity of the Firm Debentures have been conditionally listed on the TSX not later than the close of business on the last Business Day preceding the Closing Date, and shall be posted for trading as at the Companyopening of business on the Closing Date or first trading date after notice of such issuance, as applicable; (e) an agreement of ▇▇. ▇.▇. ▇▇▇▇▇▇▇, satisfactory in form and substance to the Underwriters, not to, and to cause any company or other entity over which he exercises effective control not to, directly or indirectly, sell or offer to sell more than 400,000 Trust Units, lend, transfer or dispose of any securities exchangeable, convertible or exercisable into more than 400,000 Trust Units or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of more than 400,000 Trust Units, whether any such transaction is settled by delivery of Trust Units or other such securities, in cash or otherwise, or announce any intention to do any of the foregoing, at any time within 90 days following the Closing Time, without the consent of BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc. on behalf of the Underwriters, such consent not to be unreasonably withheld; and (ivf) Such documents described in this Agreement to be executed by Buyer, and deliver such other certificates and documents and papers which as the Underwriters may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Sellerrequest, Seller’s respective counselacting reasonably.

Closing Documents. (a) At Closing, Seller The Closing Documents shall deliver to Escrow Agent consist of the following, and can only be waived and modified by mutual consent of the parties hereto: (ib) A This Agreement, duly executed Assignment and Assumption of Membership Interest for delivered by the Company in Purchaser and the form attached hereto as Exhibit “E” to this Agreement; (ii) A certification in a form reasonably acceptable to Buyer, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel;parties thereto; and (vc) An Officer's Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct executed by an authorized officer of the Seller; (vii) The original Limited Liability Company Agreement for , in his or her individual capacity, and dated the Company to Closing Date, upon which a certification from an authorized officer the Underwriters and BACM may rely, attaching thereto as exhibits the organizational documents of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the PropertySeller; and (ixd) Notice Certificate of good standing regarding the Seller from Comptroller of the Currency, dated not earlier than 30 days prior to Tenant notifying Tenant of this Transaction;the Closing Date; and (be) At closingA certificate of the Seller, Buyer shall:executed by an executive officer or 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 performed 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 and the Underwriters, dated the Closing Date and addressed to the 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) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counselThe Indemnification Agreement, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for by the Companyrespective parties thereto; and (ivj) Such documents One or more comfort letters from the Accountants dated the date of any preliminary Prospectus Supplement, Prospectus Supplement and Memoranda, respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the preliminary Prospectus Supplement and the Prospectus Supplement and to the Purchaser and the Placement Agent in the case of the Memoranda stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in this Agreement 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 Memoranda, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, respectively, to be executed by Buyer, and deliver in agreement with the results of such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselcalculations.

Closing Documents. (a) At Closing, Seller shall deliver to Escrow Agent Purchaser at the followingClosing the following documents, duly executed by Seller where necessary to make them effective: (i) A duly executed Assignment an opinion addressed to Purchaser and Assumption of Membership Interest for dated the Company Closing Date, in the form attached hereto as Exhibit “E” and substance satisfactory to this AgreementPurchaser and Seller; (ii) A certification copies of all necessary third party and governmental consents, approvals, releases and filings required in a form reasonably acceptable order to Buyer, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning effect the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed transactions contemplated by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver such stamped recordable warranty deeds, instruments of sale, transfer, assignment, conveyance and delivery, as are required in order to transfer to Purchaser good and marketable title to the Purchased Assets, free and clear of all liens, charges, security interests and other encumbrances, except for Permitted Encumbrances, including but not limited to a ▇▇▇▇ of Sale; (iv) certified copies of the resolutions duly adopted by the directors of Seller authorizing the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby, and the consummation of all other transactions contemplated by this Agreement, certified by the Secretary of the Seller; (v) all of the Seller’s contracts and commitments, files, books, records and other data directly relating to the Business and the Purchased Assets (except in the event the originals are required by law to be kept by the Seller or the originals also relate to the Seller’s operation not being sold, copies of such documents shall be delivered to the Purchaser); (vi) copies of good standing certificates in all jurisdictions where the Seller is qualified to do business in which ownership of the Purchased Assets or the conduct of the Business requires Seller to be so qualified; (vii) a duly executed Assignment certificate of the Seller, certifying as to the correctness and Assumption completeness of Membership Interest the Articles of Incorporation and By-laws of Seller, as appropriate, and all amendments thereto; (viii) the Estimated Inventory Report along with the detail for each component of the CompanyInventory; (ix) the Transition Services Agreement; and (ivx) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which or instruments as Purchaser may reasonably request to effect the transactions contemplated hereby. All of the foregoing documents in this Section 5.3(a) shall be reasonably satisfactory in form and substance to Purchaser and shall be dated the Closing Date. (b) Purchaser shall deliver to Seller at the Closing the following items, duly executed by Purchaser where necessary to make them effective: (i) the consummation amount of the Transaction Purchase Price payable at Closing as provided in Section 2.1; (ii) an opinion addressed to Seller and dated the Closing Date, in form and substance satisfactory to Seller and Purchaser; (iii) copies of all necessary third party and governmental consents, approvals, releases and filings required in order for Purchaser to effect the transactions contemplated by this Agreement; (iv) the fully executed Promissory Note; (v) the Transition Services Agreement; and (vi) such other documents or instruments as Seller reasonably may request to effect the transactions contemplated hereby. All of the foregoing documents in this Section 5.3(b) shall be reasonably requested by Seller, Seller’s respective counselsatisfactory in form and substance to Seller and shall be dated as of the Closing Date.

Closing Documents. (a) At Closing, Seller The Closing Documents shall deliver to Escrow Agent consist of the following: (ia) A This Agreement duly executed Assignment and Assumption of Membership Interest for delivered by the Company in Purchaser and the form attached hereto as Exhibit “E” to this Agreement; (ii) A certification in a form reasonably acceptable to Buyer, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closingAn Officer's Certificate substantially in the form of Exhibit D-1 hereto, Buyer shall: (i) Deliver to Escrow Agent executed by the balance Secretary or an assistant secretary of the Purchase PriceSeller, and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iic) Deliver A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreementthe Closing Date; (iiid) Deliver to A certificate of the Seller a duly substantially in the form of Exhibit D-2 hereto, executed Assignment by an executive officer or authorized signatory of the Seller and Assumption dated the Closing Date, and upon which the Purchaser and each Underwriter may rely; (e) Written opinions of Membership Interest counsel for the CompanySeller, substantially in the form of Exhibits D-3A and D-3B hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and each Underwriter; (f) Any other opinions of counsel for the 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 (ivg) A guaranty agreement substantially in the form of Exhibit E hereto (the "Guaranty Agreement") duly executed and delivered by ContiFinancial Corporation (the "Guarantor") in favor of the Purchaser and the other beneficiaries referred to therein; and (h) Such further certificates, opinions and documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which as the Purchaser may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. (a) At Closing, Seller The Closing Documents shall deliver to Escrow Agent consist of the following: (i) A this Agreement, duly executed Assignment by the Purchaser and Assumption of Membership Interest for the Company in the form attached hereto as Exhibit “E” to this AgreementSeller; (ii) A certification in a form reasonably acceptable to Buyereach of the Pooling and Servicing Agreement and the Indemnification Agreement, that Seller is not a foreign personduly executed by the respective parties thereto; (iii) Such documents an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary, a vice president or an assistant secretary of the Seller, in his or her individual capacity on behalf of the Seller, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB LLC, the other Underwriters and the Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties") may rely, attaching thereto as Buyer’s counsel may reasonably request to evidence exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller’s authority to execute and perform under 's entering into the transactions contemplated by this Agreement and to execute and deliver all (B) the organizational documents assigning of the Membership Interest to BuyerSeller; (iv) Such documents described in this Agreement a certificate of corporate existence with respect to be executed the Seller issued by Sellerthe Office of Thrift Supervision of the U.S. Department of the Treasury not earlier than one (1) year prior to the Closing Date, and deliver such other documents and papers upon which the Interested Parties may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counselrely; (v) a Certificate of Good Standing for the Company Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer of the Seller on the Seller's behalf and Certificate of Authority from dated the State of FloridaClosing Date, and upon which the Interested Parties may rely; (vi) Copies a written opinion or opinions of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto counsel for the CompanySeller (which may include an opinion of in-house counsel), certified dated the Closing Date and addressed to the Interested Parties and the respective parties to the Pooling and Servicing Agreement, which opinion shall be in form reasonably acceptable to the Purchaser and shall cover such corporate and other matters as true and correct shall be reasonably required by an authorized officer of Sellerthe Purchaser; (vii) The original Limited Liability Company Agreement for one or more comfort letters from Ernst & Young, certified public accountants, dated the Company to date of any preliminary Prospectus Supplement and of the Prospectus Supplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB LLC, the other Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by CSFB Mortgage Securities, all of which a certification from an authorized officer of Seller shall be attached stating that described in such letters, they have recalculated such numbers and percentages relating to the Limited Liability Company Agreement has not been modified or amended except as requested hereinMortgage 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) The original Title Insurance issued by First American Insurance Company for such further certificates, opinions and documents as the PropertyPurchaser may reasonably request or any Rating Agency may require; (ix) a written certificate or certificates of the Purchaser dated the Closing Date in form acceptable to the Seller confirming the Purchaser's representations and warranties in Section 4 of this Agreement as of the Closing Date, with the resolutions of the Purchaser authorizing the transactions set forth herein, together with copies of the organizational documents and certificate of good standing dated not earlier than 30 days prior to the Closing Date of the Purchaser; and (ixx) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance such other certificates of the Purchase Price; Purchaser's officers, such opinions of the Purchaser's counsel (iiwhich may include in-house counsel) Deliver to Seller and such other documents as Seller or Seller’s respective counsel, may reasonably request required to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption fulfillment of Membership Interest for the Company; and (iv) Such documents described conditions set forth in this Agreement to be executed by Buyer, and deliver such other documents and papers which as the Seller or its counsel may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, 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 attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following:laws of New York; (ib) A duly executed Assignment An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Assumption the Underwriter may rely, in the form of Membership Interest for Exhibit 2 hereto, with respect to certain facts regarding the Company 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 Originator, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit “E” 3; (d) An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser and the Underwriter may rely, in the form of Exhibit 4 hereto, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Originator under the laws of its state of incorporation; (e) An opinion of Counsel of the Originator, dated the Closing Date and addressed to the Seller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 5; (f) 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; (iig) A certification in a form reasonably acceptable to Buyerletter from KPMG Peat Marwick, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning L.L.P., certified public accountants, dated the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Sellerdate hereof, and deliver such other documents and papers which may be reasonably necessary to the consummation effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated May 28, 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 Transaction as may be reasonably requested by Buyer, or its respective counselOriginator; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counsel.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officer’s Certificate of the Seller, Seller shall deliver dated the Closing Date, in form satisfactory to Escrow Agent and upon which the following:Purchaser and Citigroup Global Markets Inc. (the “Representative”) may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (ib) A duly executed Assignment An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and Assumption addressed to the Purchaser and the Representative; (c) An Officer’s Certificate of Membership Interest for the Company 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 of the Originator; (d) An Opinion of Counsel of the Originator, dated the Closing Date, in form attached hereto satisfactory to and addressed to the Purchaser and the Representative; (e) Such opinions of counsel as Exhibit “E” 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; (iif) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche LLP, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Sellercertified public accountants, and deliver such other documents and papers which may be reasonably necessary to the consummation 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 2005-OPT3, dated June 29, 2005 (the “Prospectus Supplement”) relating to the Offered Certificates contained under the captions “Summary—The Mortgage Loans,” “Risk Factors,” (to the extent of information concerning the Mortgage Loans contained therein) “The Mortgage Pool” agrees with the records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the PropertyOriginator; and (ixg) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Representative may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. (a) At ClosingWithout limiting the generality of Section 8 hereof, Seller the closing shall deliver be subject to Escrow Agent delivery of each of the followingfollowing documents: (i) A duly executed Assignment An Officers’ Certificate of the Seller, dated the Closing Date, in form satisfactory to and Assumption upon which the Purchaser and the Underwriters may rely, and attached thereto copies of Membership Interest for the Company 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 form attached hereto as Exhibit “E” Prospectus Supplement, relating to this Agreement; 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) A certification in a form reasonably acceptable to Buyer, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation if any of the Transaction as may be reasonably requested by BuyerCertificates are offered on the Closing Date pursuant to a private placement memorandum, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached deliver an Officer’s Certificate stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transactionsame information contained in such private placement memorandum is true and accurate in all material respects; (b) At closingAn Officers’ Certificate of the Seller, Buyer shall: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, dated the Closing Date, in form satisfactory to and addressed to the Purchaser 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 Underwriters may rely; (e) [Reserved]; (f) A letter from Ernst & Young, 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 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) Deliver to Escrow Agent the balance of the Purchase Price[Reserved]; (iij) Deliver to Seller such Such further information, certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Underwriters may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. (a) At ClosingWithout limiting the generality of Section 8 hereof, Seller the closing shall deliver be subject to Escrow Agent delivery of each of the followingfollowing documents: (i) A duly executed Assignment An Officers' Certificate of the Seller and Assumption of Membership Interest for Master Servicer, dated the Company Closing Date, in form satisfactory to and upon which the form attached hereto as Exhibit “E” to this Agreement; (ii) A certification in a form reasonably acceptable to Buyer, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel Purchaser and the Underwriter may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Sellerrely, and deliver such other documents and papers which may be reasonably necessary to the consummation attached thereto copies of the Transaction as may be reasonably requested by Buyercertificate of incorporation, or its respective counsel; (v) Certificate by-laws and certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies good standing of the Certificate Seller and Master Servicer under the laws of Formation Delaware and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has 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 been modified contain any untrue statement of a material fact or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for omit to state a material fact required to be stated therein or necessary to make the Property; and (ix) Notice to Tenant notifying Tenant statements therein, in light of this Transactionthe circumstances under which they were made, not misleading; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance An Officers' Certificate of the Purchase PriceSeller, 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; (iic) Deliver An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to Seller such documents as Seller or Seller’s respective counsel, may reasonably request and addressed to evidence Buyer’s authority to execute the Purchaser and perform under this Agreementthe Underwriter; (iiid) Deliver 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 Seller a duly executed Assignment the Purchaser or the Seller's execution and Assumption of Membership Interest for delivery of, or performance under, this Agreement and upon which the Company; andUnderwriter may rely; (ive) Such documents described in this Agreement to be executed by BuyerA letter from Deloitte & Touche LLP, certified public accountants, dated the date hereof and deliver such other documents and papers which may be reasonably necessary to the consummation 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 Transaction as may be reasonably requested by SellerCertificates", Seller’s respective counsel."Pooling and Servicing Agreement--The Seller and Master Servicer", Annex II and Annex III;

Closing Documents. (a) At Closing, Seller The Closing Documents shall deliver to Escrow Agent consist of the following: (ia) A This Agreement and a bill of sale duly executed Assignment and Assumption of Membership Interest for delivered by the Company in Purchaser and the form attached hereto as Exhibit “E” to this Agreement; (ii) A certification in a form reasonably acceptable to Buyer, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this TransactionSel▇▇▇; (b) At closingAn Officer's Certificate substantially in the form of Exhibit E hereto, Buyer shall: (i) Deliver to Escrow Agent executed by the balance Secretary or an assistant secretary of the Purchase PriceSeller, and dated the Closing Date, and upon which the Purchaser, the Initial Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iic) Deliver A certificate of good standing regarding the Seller from the Secretary of State for the State of New York, dated not earlier than 30 days prior to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreementthe Closing Date; (iiid) Deliver to Seller Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a duly executed Assignment and Assumption of Membership Interest combination thereof) for the CompanySeller in form reasonably acceptable to counsel for the Purchaser 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, the Initial Purchaser and each Underwriter; (e) Any other opinions of counsel for the Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser, the Initial Purchaser and each Underwriter as an addressee; (f) A certificate of the Seller, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that representatives of the Seller have carefully examined the Time of Sale Information and the Prospectus Supplement and the accompanying prospectus and nothing has come to the attention of the Seller that would lead the Seller to believe that the Time of Sale Information, as of the Time of Sale or as of the Closing Date, or the Prospectus Supplement and the accompanying prospectus, as of the Closing Date, included or includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading; and (ivg) Such further certificates, opinions and documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which as the Purchaser may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. (a) At Closing, Seller The Closing Documents shall deliver to Escrow Agent consist of the following, and can only be waived and modified by mutual consent of the parties hereto: (ib) A This Agreement, duly executed Assignment and Assumption of Membership Interest for delivered by the Company in Purchaser and the form attached hereto as Exhibit “E” to this Agreement; (ii) A certification in a form reasonably acceptable to Buyer, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel;parties thereto; and (vc) An Officer's Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct executed by an authorized officer of the Seller; (vii) The original Limited Liability Company Agreement for , in his or her individual capacity, and dated the Company to Closing Date, upon which a certification from an authorized officer the Underwriters and BACM may rely, attaching thereto as exhibits the organizational documents of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the PropertySeller; and (ixd) Notice Certificate of good standing regarding the Seller from Comptroller of the Currency, dated not earlier than 30 days prior to Tenant notifying Tenant of this Transaction;the Closing Date; and (be) At closingA certificate of the Seller, Buyer shall:executed by an executive officer or 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 performed 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 and the Underwriters, dated the Closing Date and addressed to the 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) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counselThe Indemnification Agreement, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for by the Companyrespective parties thereto; and (ivj) Such documents One or more comfort letters from the Accountants dated the date of any preliminary Prospectus Supplement, Prospectus Supplement and Memorandum respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the preliminary Prospectus Supplement and the Prospectus Supplement and to the Purchaser and the Placement Agent in the case of the Memorandum stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in this Agreement 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 Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be executed by Buyer, and deliver in agreement with the results of such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselcalculations.

Closing Documents. (a) At ClosingWithout limiting the generality of Section 8 hereof, Seller the closing shall deliver be subject to Escrow Agent delivery of each of the followingfollowing documents: (i) A duly executed Assignment An Officers' Certificate of the Seller and Assumption Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser, the Certificate Insurer and the Underwriters may rely, and attached thereto copies of Membership Interest for the Company 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 form attached hereto as Exhibit “E” Prospectus Supplement, relating to this Agreement; 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) A certification in if the Class CE Certificates and Class P Certificates are offered on the Closing Date pursuant to a form reasonably acceptable to BuyerPrivate Placement Memorandum, that the Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and the Master Servicer shall deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) an Officer's Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transactionsame information contained in such Private Placement Memorandum is true and accurate in all material respects; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance An Officers' Certificate of the Purchase PriceSeller, dated the Closing Date, in form satisfactory to and upon which the Purchaser, the Certificate Insurer and the Underwriters may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (iic) Deliver An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to Seller such documents as Seller or Seller’s respective counseland addressed to the Purchaser, may reasonably request to evidence Buyer’s authority to execute the Certificate Insurer and perform under this Agreementthe Underwriters; (iiid) Deliver 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 Seller a duly executed Assignment the Purchaser or the Seller's execution and Assumption of Membership Interest for delivery of, or performance under, this Agreement and upon which the Company; andUnderwriters may rely; (ive) Such documents described 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 this Agreement to be executed by Buyerthe Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool", "Yield on the Certificates", "Description of the Certificates", and deliver such other documents "Pooling and papers which may be reasonably necessary to Servicing Agreement--The Seller and Master Servicer", agrees with the consummation records of the Transaction as may be reasonably requested by Seller, Seller’s respective counsel.Seller and the Master Servicer;

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officer's Certificate of the Seller, Seller shall deliver dated the Closing Date, in form satisfactory to Escrow Agent and upon which the following:Purchaser and Citigroup Global Markets Inc. (the "Representative") may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (ib) A duly executed Assignment An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and Assumption addressed to the Purchaser and the Representative; (c) An Officer's Certificate of Membership Interest for the Company Responsible Party, 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 of the Responsible Party; (d) An Opinion of Counsel of the Responsible Party, dated the Closing Date, in form attached hereto satisfactory to and addressed to the Purchaser and the Representative; (e) Such opinions of counsel as Exhibit “E” 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; (iif) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche LLP, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Sellercertified public accountants, and deliver such other documents and papers which may be reasonably necessary to the consummation 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 2006-NC4, dated September 25, 2006 (the "Prospectus Supplement") relating to the Offered Certificates contained under the captions "Summary--The Mortgage Pool," "Legal Proceedings," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for Mortgage Pool" agrees with the Company and Certificate of Authority from the State of Florida; (vi) Copies records of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the PropertyOriginator; and (ixg) Notice to Tenant notifying Tenant of this Transaction; (b) At closingSuch further information, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such certificates, opinions and documents as Seller the Purchaser or Seller’s respective counsel, the Representative may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. (a) At Closing, Seller The Closing Documents shall deliver to Escrow Agent consist of the following: (i) A this Agreement, duly executed Assignment by the Purchaser and Assumption of Membership Interest for the Company in the form attached hereto as Exhibit “E” to this AgreementSeller; (ii) A certification each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) an Officer's Certificate in form and substance reasonably acceptable to CSFB Mortgage Securities, CSFB LLC, the other Underwriters and the Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties"), executed by the Secretary or an assistant secretary of the Seller, in his or her individual capacity on behalf of the Seller, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Seller; (iv) a certificate of good standing with respect to the Seller issued by the Comptroller of the Currency not earlier than 30 days prior to the Closing Date, and upon which the Interested Parties may rely; (v) a Certificate of the Seller in form and substance reasonably acceptable to the Interested Parties, executed by an executive officer of the Seller on the Seller's behalf and dated the Closing Date, and upon which the Interested Parties may rely, which sets forth that the representations and warranties of the Seller in this Agreement and the Indemnification Agreement are true and correct in all material respects as of the Closing Date, subject to the exceptions set forth in Schedule C-1 and Section 18; (vi) a written opinion or opinions of counsel for the Seller (which may include an opinion of in-house counsel), dated the Closing Date and addressed to the Interested Parties and the respective parties to the Pooling and Servicing Agreement, which opinions shall be in form and substance reasonably acceptable to the addressees; (vii) a letter from Polsinelli Shalton & Welte P.C. special counsel for the Seller, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Da▇▇ ▇▇d addressed to CSFB Mortgage Securities, CSFB LLC and the other Underwriters, which letter shall be in form and substance reasonably acceptable to the recipient; (viii) one or more comfort letters from Ernst & Young LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement and of the Prospectus Supplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB LLC, the other Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by CSFB Mortgage Securities, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement and the 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; (ix) such further certificates, opinions and documents as the Purchaser may reasonably request prior to the Closing Date or any Rating Agency may require and in a form reasonably acceptable to Buyer, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute the Purchaser and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (viix) The original Limited Liability Company a written certificate or certificates of the Purchaser dated the Closing Date in form and substance reasonably acceptable to the Seller confirming the Purchaser's representations and warranties in Section 4 of this Agreement for as of the Company Closing Date, with resolutions of the Purchaser authorizing the transactions set forth herein, together with copies of the organizational documents and certificate of good standing dated not earlier than 30 days prior to which a certification from an authorized officer the Closing Date of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the PropertyPurchaser; and (ixxi) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance such other certificates of the Purchase Price; Purchaser's officers, such opinions of the Purchaser's counsel (iiwhich may include in-house counsel) Deliver to Seller and such other documents as Seller or Seller’s respective counsel, may reasonably request required to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption its fulfillment of Membership Interest for the Company; and (iv) Such documents described conditions set forth in this Agreement to be executed by Buyer, and deliver such other documents and papers which as the Seller or its counsel may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counselrequest.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officer's Certificate of the Seller, Seller shall deliver dated the Closing Date, in form satisfactory to Escrow Agent and upon which the following:Purchaser and Citigroup Global Markets Inc. (the "Representative") may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (ib) A duly executed Assignment An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and Assumption addressed to the Purchaser and the Representative; (c) An Officer's Certificate of Membership Interest for the Company 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 of the Originator; (d) An Opinion of Counsel of the Originator, dated the Closing Date, in form attached hereto satisfactory to and addressed to the Purchaser and the Representative; (e) Such opinions of counsel as Exhibit “E” 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; (iif) A certification in a form reasonably acceptable to Buyerletter from Deloitte & Touche LLP, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Sellercertified public accountants, and deliver such other documents and papers which may be reasonably necessary to the consummation 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 2005-OPT1, dated February 4, 2005 (the "Prospectus Supplement") relating to the Offered Certificates contained under the captions "Summary--The Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) "The Mortgage Pool" agrees with the records of the Transaction as may be reasonably requested by Buyer, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the PropertyOriginator; and (ix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in this Agreement to be executed by Buyer, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, Seller’s respective counsel.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At ClosingAn Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, and attached thereto copies of the certificate of formation, by-laws and certificate of good standing of the Seller shall deliver to Escrow Agent under the following: (i) A duly executed Assignment laws of Delaware and Assumption of Membership Interest for stating that the Company information contained in the form attached hereto as Exhibit “E” Prospectus Supplement, relating to this Agreement; (ii) A certification in a form reasonably acceptable to Buyerthe Mortgage Loans, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents its loan portfolio, is true and papers which may 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 reasonably stated therein or necessary to make the consummation statements therein, in light of the Transaction as may be reasonably requested by Buyercircumstances under which they were made, or its respective counsel; (v) Certificate of Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Certificate of Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (viii) The original Title Insurance issued by First American Insurance Company for the Property; and (ix) Notice to Tenant notifying Tenant of this Transactionmisleading; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance An Officers' Certificate of the Purchase PriceSeller, 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; (iic) Deliver An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to Seller such documents as Seller or Seller’s respective counsel, may reasonably request and addressed to evidence Buyer’s authority to execute the Purchaser and perform under this Agreementthe Underwriters; (iiid) Deliver 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 Seller a duly executed Assignment the Purchaser or the Seller's execution and Assumption of Membership Interest for delivery of, or performance under, this Agreement and upon which the Company; andUnderwriters may rely; (ive) Such documents described 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 this Agreement to be executed by Buyerthe Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool", "Yield on the Notes", "Description of the Notes", "Sale and Servicing Agreement--The Seller", and deliver such other documents "Sale and papers which may be reasonably necessary to Servicing Agreement--The Master Servicer" agrees with the consummation records of the Transaction as may be reasonably requested by Seller, Seller’s respective counsel.;