Common use of Closing Documents Clause in Contracts

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer 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 this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officers' Certificate of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement Prospectus Supplement relating to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller and Master Servicer, and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement applicable loan portfolio, is true and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) such officer has examined the Specified Portions if any of the Memorandum and nothing has come Non-Offered Certificates are offered on the Closing Date pursuant to his attention that would lead him to believe a private placement memorandum, the Seller shall deliver an Officer's Certificate stating that the Specified Portions same information contained in such private placement memorandum is true and accurate in all material respects; (b) An Officers' Certificate of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light 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 circumstances under Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely; (e) A letter from Deloitte & Touche LLP, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they were madedetermined that certain information of an accounting, not misleading. financial or statistical nature set forth in the Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool"Specified Portions" , "Yield on the Certificates", "Description of the Prospectus Supplement shall consist of Annex A theretoCertificates", the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the "Pooling and Servicing Agreement: --The Seller and Master Servicer"Summary , Annex II and Annex III agrees with the records of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement Seller and the first and second full paragraphs on page "iii" of the Memorandum.Master Servicer;

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer 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 this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty -Ten Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer 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 this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co--Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto: (ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;, and the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other parties thereto; and (bc) An Officer's Certificate executed by an authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters, and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and (d) Certificate of good standing regarding the Seller from the Secretary of the State of New York, dated not earlier than 30 days prior to the Closing Date; and (e) A certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, rely to the effect that: that (i) the representations and warranties of the Seller in this the Agreement are true and correct in all material respects at and as of the Closing Date date hereof with the same effect as if made on such date; 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 that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and (cf) An officer's certificate from an officer A written opinion of counsel for the Seller (signed in his/her capacity Seller, subject to such reasonable assumptions and qualifications as an officer)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 DateDate and addressed to the Purchaser, the Underwriters, the Trustee, the Initial Purchasers, and upon which each Rating Agency; and (g) Any other opinions of counsel for the Purchaser may rely, to Seller reasonably requested by the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date Rating Agencies in connection with the transactions contemplated hereinissuance of the Certificates; and (h) Such further certificates, was at opinions and documents as the Purchaser may reasonably request; and (i) The Indemnification Agreement, duly executed by the respective times parties thereto; and (j) One or more comfort letters from the Accountants dated the date of such signing any preliminary Prospectus Supplement, Prospectus Supplement and deliveryMemoranda respectively, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representativeaddressed to, and the signatures of such persons appearing on such documents in form and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which substance acceptable to the Purchaser and the Underwriters may rely, to in the effect that with respect to case of the Seller, the Mortgage Loans, the related Mortgagors preliminary Prospectus Supplement and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions Purchaser and the Initial Purchasers in the case of the Prospectus SupplementMemoranda stating in effect that, as using the assumptions and methodology used by the Purchaser, all of the date of the Prospectus Supplementwhich shall be described in such letters, or as of the Closing Date, included or include any untrue statement of a material fact they have recalculated such numbers and percentages relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary set forth 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the preliminary Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of , the Prospectus Supplement and the first Memoranda, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and second full paragraphs on page "iii" 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 in agreement with the results of the Memorandumsuch calculations.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officers' Certificate of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller hasProspectus Supplement, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement relating to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller and Master Servicer, and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement applicable loan portfolio, is true and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) such officer has examined the Specified Portions if any of the Memorandum and nothing has come Non-Offered Certificates are offered on the Closing Date pursuant to his attention that would lead him to believe a private placement memorandum, the Seller shall deliver an Officer's Certificate stating that the Specified Portions same information contained in such private placement memorandum is true and accurate in all material respects; (b) An Officers' Certificate of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light Purchaser, the Certificate Insurer and the Underwriters; (d) 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 circumstances under Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement and upon which the Certificate Insurer and the Underwriters may rely; (e) A letter from Deloitte & Touche 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 were madedetermined that certain information of an accounting, not misleading. financial or statistical nature set forth in the Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool"Specified Portions" , "Yield on the Certificates", "Description of the Prospectus Supplement shall consist of Annex A theretoCertificates", the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the "Pooling and Servicing Agreement: --The Seller and Master Servicer"Summary , Annex II and Annex III agrees with the records of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement Seller and the first and second full paragraphs on page "iii" of the Memorandum.Master Servicer;

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or the Seller or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage LoansLoans or the Seller, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage LoansLoans or the Seller, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A theretoAnnexes ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇ and B thereto (insofar as the information contained in such annexes relates to the Mortgage Loans), the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex AAnnexes ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇ and B) and the following sections of the Prospectus Supplement (to the extent they relate to the Seller or the Mortgage Loans and exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement-The --Relevant Parties-The --Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Underlying Mortgage LoansLoans and the Mortgaged Real Properties," "Risk Factors-The --Risks Related to the Underlying Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" Summary of the Offering Memorandum--Relevant Parties--Mortgage Loan Sellers".

Closing Documents. The Closing Documents (a) At the Closing, Seller shall consist of deliver to Purchaser the following: (ai) This Agreement duly executed Bargain and sale deed with   covenant against grantor’s acts (“Deed”), complying with RPL ▇ ▇▇▇-▇ and containing the covenant required by LL β 13 (5), conveying to Purchaser title to the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing DateUnit, and upon which the Purchaser and the Underwriters may rely, any garage or storage units appurtenant to the effect that: Unit, together with its undivided interest in the Common Elements (i) as such term is defined in the representations Declaration and warranties of the Seller which term shall be deemed to include Seller’s right, title and interest in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement any limited common elements attributable to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date used in connection with the transactions contemplated hereinUnit) appurtenant thereto, was at free and clear of all liens and encumbrances other than Permitted Exceptions. The Deed shall be executed and acknowledged by Seller and, if requested by the respective times of such signing Condominium, executed and deliveryacknowledged by Purchaser, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signaturesin proper statutory form for recording; (dii) An officer's If a corporation and if required pursuant to BCL ▇ ▇▇▇, Seller shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery of the Deed or a statement included in the Deed as follows: “This conveyance is made in the ordinary course of business actually conducted by the Grantor”, and (2) a certificate from executed by an officer of the Seller (signed in his/her capacity such corporation certifying as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect adoption of such resolution and setting forth facts demonstrating that the delivery of the Deed is in conformity with respect the requirements of BCL ▇ ▇▇▇. The Deed shall also contain a recital sufficient to establish compliance with such law; (iii) A waiver of right of first refusal of the board of managers of the Condominium (“Board”) if required in accordance with para. 8; (iv) A statement by the Condominium or its managing agent on behalf of and authorized by the Condominium that the common charges and any assessments then due and payable to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come Condominium have been paid to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating Closing; (v) All keys to the Mortgage Loans or omitted or omit doors of, and mailbox and for, the Unit; and storage units. (vi) Such affidavits and/or other evidence as the title company (“Title Company”) from which Purchaser has ordered a title insurance report and which is authorized to state therein a material fact necessary do business in New York State shall reasonably require in order to make omit from its title insurance policy all exceptions for judgments, bankruptcies or other returns against Seller and persons or entities whose names are the statements therein relating same as or are similar to the Mortgage LoansSeller’s name; (vii) New York City Real Property Transfer Tax Return, if applicable, prepared, executed and acknowledged by Seller in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.proper form for submission;

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officers' Certificate of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters Underwriter may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller hasProspectus Supplement, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement relating to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement Master Servicer, and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplementits loan portfolio, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include is true and accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, and ; (iib) such officer has examined the Specified Portions An Officers' Certificate of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriter may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light Purchaser 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 circumstances under 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 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 were madedetermined that certain information of an accounting, not misleading. financial or statistical nature set forth in the Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool"Specified Portions" , "Yield on the Certificates", "Description of the Prospectus Supplement shall consist of Annex A theretoCertificates", the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the "Pooling and Servicing Agreement: --The Seller and Master Servicer"Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," , Annex II and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.Annex III;

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate An Officers' Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller under the laws of Delaware and stating that the information contained in this Agreement are the Prospectus Supplement, relating to the Mortgage Loans and the Seller, and the applicable loan portfolio, is true and correct accurate in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) such officer has examined the Specified Portions if any of the Memorandum and nothing has come Non-Offered Certificates are offered on the Closing Date pursuant to his attention that would lead him to believe a private placement memorandum, the Seller shall deliver an Officer's Certificate stating that the Specified Portions same information contained in such private placement memorandum is true and accurate in all material respects; (b) An Officers' Certificate of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of each of the Seller and the Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light 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 circumstances under 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) An Indemnification Agreement among the Master Servicer, the Depositor and the Seller; (f) A letter from Deloitte & Touche LLP, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they were madedetermined that certain information of an accounting, not misleading. financial or statistical nature set forth in the Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool"Specified Portions" , "Yield on the Certificates", "Description of the Prospectus Supplement shall consist of Annex A theretoCertificates", the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the "Pooling and Servicing Agreement: --The Seller"Summary , Annex II and Annex III agrees with the records of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.Seller;

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by An Officer’s Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and Bear, ▇▇▇▇▇▇▇ & Co. Inc. (the “Representative”) may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (b) A certificate An Opinion of Counsel of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (c) An Officer’s Certificate of the Responsible Party, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters Representative may rely, to the effect that: (i) the representations and warranties attached thereto copies of the Seller in this Agreement are true certificate of incorporation, by-laws and correct in all material respects at and as certificate of good standing of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing DateResponsible Party; (cd) An officer's certificate from an officer Opinion of Counsel of the Seller (signed in his/her capacity as an officer)Responsible Party, dated the Closing Date, in form satisfactory to and upon which addressed to the Purchaser and the Representative; (e) Such opinions of counsel as the Rating Agencies or the Trustee may relyrequest in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (f) A letter from Deloitte & Touche LLP, certified public accountants, to the effect that each individual whothey have performed certain specified procedures as a result of which they determined that certain information of an accounting, as an officer financial or representative of statistical nature set forth in the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer)Purchaser’s prospectus supplement for Series 2005-NC2, dated May 2, 2005 (the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the “Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact ”) relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make Offered Certificates contained under the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-captions “Summary—The Mortgage Loans," "” “Risk Factors-,” (to the extent of information concerning the Mortgage Loans contained therein) “The Mortgage Loans," and "Description Pool” agrees with the records of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms Originator; and (g) Such further information, certificates, opinions and Conditions of documents as the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser or the Representative may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer 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 this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty -Ten Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by An Officer’s Certificate of the Purchaser Seller, dated the 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; (b) A certificate An Officer’s Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing DatePurchaser; (c) An officer's certificate from an officer Opinion of Counsel of the Seller (signed in his/her capacity as an officerwhich may be in-house counsel of the Seller), dated the Closing Date, Date and upon which the Purchaser may rely, addressed to the effect that each individual whoPurchaser, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, Underwriters and the signatures of such persons appearing on such documents and certificates are their genuine signaturesNIMS Insurer, if any; (d) An officer's certificate from an officer Such opinions of counsel as the Rating Agencies, the Underwriters, the Trustee, the Delaware Trustee or the NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (signed in his/her capacity as an officer)e) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the Closing Date, date hereof and upon which the Purchaser and the Underwriters may rely, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions “Summary of Terms—Mortgage Loans,” “Risk Factors,” “The Sponsor,” “Static Pool Information,” “The Mortgage Pool” and “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the records of the Seller; (f) The Seller shall deliver or make available to the Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and “Static Pool Information” or for inclusion in other offering materials, such publicly available information regarding the Seller, its financial condition, underwriting standards, lending activities and loan sales, production, static pool information and servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the Sellerpool information, as the Mortgage Loans, Underwriters may reasonably request; (g) Letters from at least two nationally recognized statistical rating agencies rating the related Mortgagors and the related Mortgaged Properties Offered Certificates (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of as defined in the Prospectus Supplement); and (h) Such further information, certificates, opinions and documents as of the date of Purchaser or the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsUnderwriters may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer 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 this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments -- Assessments of Property Condition," "Co-Lender --AB Mortgage Loans," "-Additional , "--Additional Mortgage Loan Information," "-Twenty --Ten Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer 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 this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments -- Assessments of Property Condition," "Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty -- Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement Supplement, the paragraph that begins on page "iv" of the Memorandum and carries over to page "v" of the Memorandum and the first and second full paragraphs paragraph on page "iiiv" of the Memorandum.

Closing Documents. The Closing Documents (a) At the Closing, Seller shall consist of deliver, or cause to be duly executed, acknowledged (if required) and delivered, to the followingTitle Company the following with respect to the Property: (ai) This A special or limited warranty deed containing a legal description of the Property as set forth in Purchaser’s Commitment subject only to the Permitted Exceptions; (ii) A standard form vendor’s affidavit signed by Seller containing such statements of fact by Seller or to Seller’s actual knowledge, relating to acts taken by such Seller or any affiliate of such Seller with respect to the Property, as may be reasonably required by the Title Company for Purchaser to obtain the Title Policy for the Property containing no exceptions except the Permitted Exceptions and otherwise sufficient for the Title Company to provide “gap” coverage. (iii) The Lease Termination Agreement duly executed by the Purchaser and the Seller; (iv) A sales disclosure form; (v) A non-foreign affidavit within the meaning of Section 1445 of the Internal Revenue Code and Regulations promulgated therewith; (vi) Evidence, which is reasonably satisfactory to the Title Company, (a) authorizing the sale of the Property by Seller; and (b) authorizing the execution, delivery and performance of all documents contemplated hereby by Seller that is a record owner of the Property; (vii) A certificate stating that all representations, warranties and covenants of the Seller, executed by a duly authorized officer 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 this Agreement are set forth herein remain true and correct in all material respects at and as of the Closing Date with the same effect as if made on such dateClosing; and and (iiviii) the Seller hasAll other agreements, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are documents or instruments required under the terms of this Agreement to be performed executed and/or delivered by Seller or satisfied at or prior reasonably necessary to effectuate the transaction contemplated hereunder, provided such documents are consistent with Seller’s express obligations under this Agreement. Prior to the Closing Date, risk of loss shall be borne between Seller and Purchaser as more fully set forth in the Lease. This provision shall supersede any contrary provision of applicable law. (b) At the Closing, the Purchaser shall deliver, or cause to be duly executed, acknowledged (if required) and delivered, to the Title Company, the following: (i) Cash or other immediately available funds for (x) the Purchase Price payable at Closing (subject to application of the Deposit in accordance with the terms of this Agreement) for the Property in accordance with Section 1 hereof, and (y) for the payment of all other sums due from Purchaser in accordance with this Agreement; (cii) An officer's certificate from an officer of the Seller (signed in his/her capacity A sales disclosure document as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signaturesrequired by Indiana law; (diii) An officer's certificate from an officer The Lease Termination Agreement; (iv) Evidence which is reasonably acceptable to Seller and the Title Company authorizing the purchase of the Property by Purchaser; and (v) Such other certificates, instruments, papers or documents as Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutionsreasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officers' Certificate of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser Purchaser, the Certificate Insurer and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller hasProspectus Supplement, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement relating to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller and Master Servicer, and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement applicable loan portfolio, is true and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) such officer has examined the Specified Portions if any of the Memorandum and nothing has come Non-Offered Certificates are offered on the Closing Date pursuant to his attention that would lead him to believe a private placement memorandum, the Seller shall deliver an Officer's Certificate stating that the Specified Portions same information contained in such private placement memorandum is true and accurate in all material respects; (b) An Officers' Certificate of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement 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 a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light Purchaser, the Certificate Insurer and the Underwriters; (d) 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 circumstances under Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement and upon which the Certificate Insurer and the Underwriters may rely; (e) A letter from Deloitte & Touche 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 were madedetermined that certain information of an accounting, not misleading. financial or statistical nature set forth in the Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool"Specified Portions" , "Yield on the Certificates", "Description of the Prospectus Supplement shall consist of Annex A theretoCertificates", the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the "Pooling and Servicing Agreement: --The Seller and Master Servicer"Summary , Annex II and Annex III agrees with the records of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement Seller and the first and second full paragraphs on page "iii" of the Memorandum.Master Servicer;

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate Certificate of the Seller, executed by a duly authorized officer 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 this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof; (c) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. ; (e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist requisite committee of Annex A theretothe Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies articles of association and by-laws of the Prospectus Supplement Seller, and a certificate of good standing of the Seller issued by the State of Delaware not earlier than sixty (insofar as such diskette is consistent 60) days prior to the Closing Date; (f) A written opinion of counsel for the Seller, reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and (g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by A 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 Seller"Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller under the laws of Delaware; (b) A certificate An Opinion of Counsel of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, addressed to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing DateUnderwriter; (c) An officerOfficer's certificate from an officer Certificate of the Seller (signed in his/her capacity as an officer)Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, to the effect that each individual who, as an officer or representative and attached thereto copies of the Sellercertificate of incorporation, signed this Agreement or any other document or by-laws and certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as good standing of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and Originator under the signatures laws of such persons appearing on such documents and certificates are their genuine signaturesits state of incorporation; (d) An officer's certificate from an officer opinion of Counsel of the Seller (signed in his/her capacity as an officer)Originator, dated the Closing Date, in form satisfactory to and upon which addressed to the Underwriter; (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 the Underwriters may relydelivery of, or performance under, this Agreement; (f) A letter from Deloitte & Touche, certified public accountants, to the effect that with respect to the Sellerthey have performed certain specified procedures as a result of which they determined that certain information of an accounting, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of financial or statistical nature set forth in the Prospectus Supplement and nothing has come to his attention that would lead him to believe that contained under the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The captions "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Summary--Mortgage Loans," "Risk Factors-The Mortgage Loans," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Pool-General,Loans" "-Mortgage Loan History," "-Certain Terms and Conditions agrees with the records of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," Originator; (g) Such further information, certificates, opinions and "-Representations and Warranties; Repurchases and Substitutionsdocuments as the Purchaser or the Underwriter may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate Secretary’s Certificate of the Seller, executed by a duly authorized officer 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 this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, in form satisfactory to and upon which the Purchaser Purchaser, UBS Securities LLC and Countrywide Securities Corporation (together, the “Underwriters”) may rely, to and attached thereto copies of the effect that each individual whocertificate of incorporation, as an officer or representative by-laws and certificate of good standing of the Seller under the laws of Delaware; (b) An Opinion of Counsel of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, in form satisfactory to and upon which addressed to the Underwriters; (c) 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 the Underwriters may relydelivery of, or performance under, this Agreement; (d) A letter from Deloitte & Touche, certified public accountants, to the effect that with respect to the Sellerthey have performed certain specified procedures as a result of which they determined that certain information of an accounting, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of financial or statistical nature set forth in the Prospectus Supplement and nothing has come contained under the captions “Summary - Mortgage Loans,” “Risk Factors,” (to his attention that would lead him to believe that the Specified Portions extent of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to information concerning the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex Acontained therein) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "“Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions Loans” agrees with the records of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," Originator; (e) Such further information, certificates, opinions and "-Representations and Warranties; Repurchases and Substitutionsdocuments as the Purchaser or the Underwriters may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by An Officers’ Certificate of the Purchaser Seller, dated the Closing Date, upon which the Purchaser, ▇▇▇▇▇▇ Brothers Inc. and WaMu Capital Corp. (the “Underwriters”) and the SellerNIMS Insurer, if any, may rely and attached thereto copies of the certificate of incorporation, bylaws and certificate of good standing of the Seller under the laws of the State of Delaware; (b) A certificate An Officers’ Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing DatePurchaser; (c) An officer's certificate from an officer Opinion of Counsel of the Seller (signed in his/her capacity as an officerwhich may be in-house counsel of the Seller), dated the Closing Date, Date and upon which the Purchaser may rely, addressed to the effect that each individual whoPurchaser, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, Underwriters and the signatures of such persons appearing on such documents and certificates are their genuine signaturesNIMS Insurer, if any; (d) An officer's certificate from an officer Such opinions of counsel as the Rating Agencies, the Underwriters, the Trustee or the NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (signed in his/her capacity as an officer)e) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the Closing Date, date hereof and upon which the Purchaser and the Underwriters may rely, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions “Summary of Terms—Mortgage Loans,” “Risk Factors,” “The Sponsor,” “Static Pool Information,” “The Mortgage Pool” and “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the records of the Seller; (f) The Seller shall deliver or make available to the Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and “Static Pool Information” or for inclusion in other offering materials, such publicly available information regarding the Seller and Washington Mutual Bank, their financial condition, Seller’s underwriting standards, lending activities and loan sales, production, static pool information and master servicing practices, and Washington Mutual Bank’s servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the Sellerpool information, as the Mortgage Loans, Underwriters may reasonably request; (g) Letters from at least two nationally recognized statistical rating agencies rating the related Mortgagors and the related Mortgaged Properties Offered Certificates (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of as defined in the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and a letter from at least one nationally recognized statistical rating agency rating the following sections of Class B Certificates; and (h) Such further information, certificates, opinions and documents as the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize Purchaser or the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsUnderwriters may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents applicable Candlewood Parties shall consist of have delivered to the followingPurchaser with respect to the applicable Property: (a) This Agreement A good and sufficient warranty deed with covenants against grantor's acts, or its local equivalent, in proper statutory form for recording, duly executed and acknowledged by the Purchaser Sellers, conveying good and marketable title to the Sellerapplicable Fee Properties, free from all liens and encumbrances other than the Permitted Encumbrances; (b) A certificate bill ▇▇ sale and assignment agreement, in form and substance reasonably satisfactory to the Sellers and the Purchaser, duly executed and acknowledged by the Sellers, with respect to all of the SellerSellers' right, executed by a duly authorized officer of title and interest in, to and under the Seller and dated FF&E, the Closing DateContracts, and upon which the Purchaser Documents, the Intangible Property and the Underwriters may rely, Tenant Leases with respect to the effect that: (i) Properties and the representations and Sellers' rights under all builder's warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior respect to the Closing Dateapplicable Property; (c) An officer's certificate from an officer A copy of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that final duly issued certificate of occupancy for each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signaturesapplicable Properties; (d) A Sellers' closing certificate in the form attached hereto as Schedule D; (e) An officerarchitect's certificate from an officer in the form attached hereto as Schedule E; (f) An engineer's certificate in the form attached hereto as Schedule F; (g) A duly executed copy of the Seller Lease, or applicable amendment thereto, all of the Incidental Documents (signed as such term is defined in his/her capacity as an officer), dated the Closing Date, Lease) and upon which all other documents and sums required to be delivered by the Purchaser and Candlewood Parties and/or the Underwriters may rely, Tenant pursuant to the effect that Agreement to Lease; (h) Certified copies of all charter documents, applicable corporate resolutions and certificates of incumbency with respect to the Seller, the Mortgage Loans, the related Mortgagors applicable Candlewood Parties and the related Mortgaged Properties Tenant; and (i) such officer has carefully examined Such other conveyance documents, certificates, deeds, affidavits and other instruments as the Specified Portions of Purchaser or the Prospectus Supplement and nothing has come Title Company may reasonably require to his attention that would lead him to believe that effectuate the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing transactions contemplated by this Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer 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 this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co--Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by A 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 Seller“Underwriter”) may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of Delaware; (b) A certificate An Opinion of Counsel of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, addressed to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing DateUnderwriter; (c) An officerOfficer's certificate from an officer Certificate of the Seller (signed in his/her capacity as an officer)NC Capital, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, to the effect that each individual who, as an officer or representative and attached thereto copies of the Sellercertificate of incorporation, signed this Agreement or any other document or by-laws and certificate delivered on or before of good standing of NC Capital under the Closing Date in connection with the transactions contemplated herein, was at the respective times laws of such signing and delivery, and is as its state of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signaturesincorporation; (d) An officer's certificate from an officer opinion of the Seller (signed in his/her capacity as an officer)Counsel of NC Capital, dated the Closing Date, in form satisfactory to and upon which addressed to the Underwriter; (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 the Underwriters may relydelivery of, or performance under, this Agreement; (f) A letter from Deloitte & Touche LLP, certified public accountants, to the effect that with respect to the Sellerthey have performed certain specified procedures as a result of which they determined that certain information of an accounting, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of financial or statistical nature set forth in the Prospectus Supplement, as contained under the captions “Summary—Mortgage Loans,” “Risk Factors,” (to the extent of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to information concerning the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex Acontained therein) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "“Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms Loans” agrees with the records of NC Capital; (g) Such further information, certificates, opinions and Conditions of documents as the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser or the Underwriter may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officer’s Certificate of the Seller and the Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures Master Servicer under the laws of such persons appearing on such documents Delaware and certificates are their genuine signatures; (d) An officer's certificate from an officer of stating that the Seller (signed information contained in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, Prospectus Supplement relating to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller, the Master Servicer and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement applicable loan portfolio is true and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) such officer has examined the Specified Portions if any of the Memorandum and nothing has come Certificates are offered on the Closing Date pursuant to his attention that would lead him to believe a private placement memorandum, the Seller shall deliver an Officer’s Certificate stating that the Specified Portions same information contained in such private placement memorandum is true and accurate in all material respects; (b) An Officer’s Certificate of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and the Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light 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 circumstances under Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely; (e) A letter from Deloitte & Touche LLP, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they were madedetermined that certain information of an accounting, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements financial or statistical nature set forth in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-, under the captions “Summary of Prospectus Supplement”, “Risk Factors”, “The Mortgage Loan Sellers," "Summary Pool”, “Yield on the Certificates”, “Description of the Certificates”, “The Seller, Sponsor and Master Servicer”, Annex II and Annex III agrees with the records of the Seller and the Master Servicer; (f) [Reserved]; (g) The Seller and the Master Servicer shall deliver for inclusion in the Prospectus Supplement-, under the captions “The Mortgage LoansOriginator” and “The Seller, Sponsor and Master Servicer," "Risk Factors-The Mortgage Loans," ” or for inclusion in other offering material, such publicly available information regarding its financial condition and "Description of 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 (h) Such further information, certificates, opinions and documents as the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of Purchaser or the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsUnderwriters may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer 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 this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments -- Assessments of Property Condition," "Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate An Officers' Certificate of the SellerOriginator, executed by a duly authorized officer of the Seller and dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties attached thereto copies of the Seller in this Agreement are true certificate of incorporation, by-laws and correct in all material respects at and as certificate of good standing of the Closing Date with Originator under the same effect as if made on such date; laws of Delaware and (ii) if the Seller hasClass CE Certificates and Class P Certificates are offered on the Closing Date 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 is true and accurate in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (cb) An officer's certificate from an officer Officers' Certificate of the Seller (signed in his/her capacity as an officer)Originator, dated the Closing Date, and upon which the Purchaser may rely, in form satisfactory to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, 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; (c) An Opinion of Counsel of the Originator, 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 Originator's counsel as the Rating Agencies may request in connection with the sale of the Mortgage Loans by the Originator to the Purchaser or the Originator's execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely; (e) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that with respect to the Sellerthey have performed certain specified procedures as a result of which they determined that certain information of an accounting, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of financial or statistical nature set forth in the Prospectus Supplement, as under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool", "Yield on the Certificates", "Description of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 misleadingCertificates", and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: --The Originator and Master Servicer"Summary , agrees with the records of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.Originator;

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate Certificate of the Seller, executed by a duly authorized officer 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 this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof; (c) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the FUNB Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the FUNB Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the FUNB Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the FUNB Mortgage Loans, in the light of the circumstances under which they were made, not misleading. . (e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist requisite committee of Annex A theretothe Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies articles of association and by-laws of the Prospectus Supplement Seller, and a certificate of good standing of the Seller issued by the State of Delaware not earlier than sixty (insofar as such diskette is consistent 60) days prior to the Closing Date; (f) A written opinion of counsel for the Seller, reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and (g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officer’s Certificate of the Seller and the Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures Master Servicer under the laws of such persons appearing on such documents Delaware and certificates are their genuine signatures; (d) An officer's certificate from an officer of stating that the Seller (signed information contained in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, Prospectus Supplement relating to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller, the Master Servicer and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement applicable loan portfolio is true and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) such officer has examined the Specified Portions if any of the Memorandum and nothing has come Certificates are offered on the Closing Date pursuant to his attention that would lead him to believe a private placement memorandum, the Seller shall deliver an Officer’s Certificate stating that the Specified Portions same information contained in such private placement memorandum is true and accurate in all material respects; (b) An Officer’s Certificate of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and the Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light 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 circumstances under 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 were madedetermined that certain information of an accounting, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements financial or statistical nature set forth in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-, under the captions “Summary of Prospectus Supplement”, “Risk Factors”, “The Mortgage Loan Sellers," "Summary Pool”, “Yield on the Certificates”, “Description of the Certificates”, “The Seller, Sponsor and 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 LoansOriginator” and “The Seller, Sponsor and Master Servicer," "Risk Factors-The Mortgage Loans," ” or for inclusion in other offering material, such publicly available information regarding its financial condition and "Description of its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; (i) [Reserved]; (j) Such further information, certificates, opinions and documents as the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of Purchaser or the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsUnderwriters may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist obligations of the following: (a) This Agreement duly executed by Underwriters hereunder to purchase the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated Offered Units at the Closing DateTime or, and if applicable, any Additional Closing Time, shall be conditional upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the all representations and warranties and other statements of the Seller in this Agreement are Corporation herein being, at and as of the Closing Time, true and correct in all material respects at and as of respects, the Closing Date with the same effect as if made on such date; and (ii) the Seller has, Corporation having performed in all material respects, at the Closing Time, all of its obligations hereunder theretofore to be performed and the Underwriters receiving at the Closing Time: (a) favourable legal opinions of the Corporation’s counsel addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, with respect to such matters as the Underwriters may reasonably request relating to the Corporation, the offering of the Offered Units and the transactions contemplated hereby, including, without limitation, that: (i) the Corporation has been duly incorporated and is validly subsisting and has all requisite corporate capacity and power to carry on its business as now conducted by it and to own its properties and assets as described in the Prospectuses and is qualified to carry on business under the laws of each of the jurisdictions in which it carries on a material portion of its business; (ii) the Subsidiary has been duly incorporated or amalgamated and is validly subsisting and has all requisite corporate capacity and power and authority to carry on its business as now conducted by it and to own its properties and assets and is qualified to carry on business under the laws of each of the jurisdictions in which it carries on a material portion of its business; (iii) the Corporation has full corporate power and authority to enter into this Agreement and to perform its obligations set out herein, and this Agreement has been duly authorized, executed and delivered by the Corporation and this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its respective terms, except that the validity, binding effect and enforceability of the terms of agreements and documents are subject to standard enforceability qualifications; (iv) the execution and delivery of this Agreement, the Private Placement Subscription Agreement, the Warrant Indenture and the Compensation Options and the fulfillment of the terms hereof and thereof by the Corporation, and the performance of and compliance with the terms of this Agreement by the Corporation does not and will not result in a breach of, or constitute a default under, and does not and will 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: (a) any applicable laws of the Province of Ontario or the federal laws of Canada applicable therein; (b) any term or provision of the articles or by-laws, as applicable, of the Corporation; (c) of which counsel is aware, any resolutions of the shareholders or directors (or any committee thereof) of the Corporation; (d) of which counsel is aware, any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound; or (e) of which counsel is aware, any judgment, decree or order, of any court, governmental agency or body or regulatory authority having jurisdiction over or binding the Corporation or its properties or assets, which individually or in the aggregate would result in a material adverse effect, would materially impair the ability of the Corporation to perform the obligations contemplated by this Agreement, the Private Placement Subscription Agreement, the Warrant Indenture or the Compensation Options, or would materially impair or affect the consummation of the transactions contemplated by this Agreement or the Private Placement Subscription Agreement; (v) the Offering and the Concurrent Private Placement have been duly authorized by all necessary corporate action on the part of the Corporation; (vi) the Underlying Securities have been duly and validly created, allotted and issued as fully paid and non-assessable Common Shares and Warrants of the Corporation and, upon exercise of the Warrants in accordance with the Warrant Indenture, the Warrant Shares will be fully paid and non-assessable shares of the Corporation; (vii) the attributes of the Offered Units, Private Placement Units, Underlying Securities and Warrant Shares conform in all material respects with the description thereof contained in the Prospectuses and the Subscription Agreement, as applicable; (viii) the Compensation Options have been duly and validly created, allotted and issued as fully paid and non-assessable Compensation Options of the Corporation, and upon exercise of the Compensation Options in accordance with the terms of the Compensation Options, the Compensation Option Underlying Shares and Compensation Option Underlying Warrants will be fully paid and non-assessable shares and warrants of the Corporation, and upon exercise of the Compensation Option Underlying Warrants, the Compensation Option Underlying Warrant Shares will be fully paid and non- assessable shares of the Corporation; (ix) subject to the qualifications set out in the Prospectuses under the heading “Eligibility for Investment”, the Offered Units, the Private Placement Units and the Common Shares and Warrants underlying the Offered Units and Private Placement Units and the Warrant Shares underlying the Warrants are “qualified investments” for Exempt Plans, and the statements in the Prospectuses under the heading “Eligibility for Investment” constitute a fair summary of the matters discussed therein; (x) 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 Units 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 Securities Laws who have complied with the relevant provisions of such Applicable Securities Laws; (xi) no filing, proceeding, approval, consent or authorization is required to be made, taken or obtained by the Corporation under Applicable Securities Laws to permit the issuance by the Corporation of the Offered Units, the Private Placement Units, the Underlying Securities, the Compensation Options or the Compensation Option Underlying Securities, provided that no commission or other remuneration is paid or given in respect of the distribution except for administrative or professional services or for services performed by a registered dealer, except as may be required under Applicable Securities Laws and the requirements of the Exchange; (xii) the Corporation has the necessary corporate power and authority to sign and deliver the Prospectuses and the Private Placement Subscription Agreement and all necessary corporate action has been taken by the agreements Corporation to authorize the signing and delivery by it of the Prospectuses and the Subscription Agreement, and the filing of the Prospectuses, as the case may be, in each of the Qualifying Provinces in accordance with Applicable Securities Laws; (xiii) TSX Trust Company, at its principal offices in Toronto, Ontario, has been duly appointed the transfer agent and registrar for the Common Shares and the warrant agent and registrar for the Warrants; (xiv) the form and terms of the definitive certificates representing the Common Shares, the Warrants and the Compensation Options have been duly approved and adopted by the board of directors of the Corporation and comply with all legal requirements (including the requirements of the Exchange) relating thereto; and (xv) the authorized capital of the Corporation. It is understood that the Corporation’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 Corporation, the transfer agent and the Corporation’s auditors as to relevant matters of fact; (b) a certificate of the Corporation dated the Closing Date addressed to the Underwriters and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation or such other officers of the Corporation satisfactory to the Underwriters, acting reasonably, with respect to: (i) the constating documents of the Corporation; (ii) the resolutions of the directors of the Corporation relevant to the Offering and the Concurrent Private Placement, the sale of the Offered Units and Private Placement Units, the Compensation Options, the grant of the Underwriters’ Option and Underwriters’ Private Placement Option, and, the authorization of this Agreement and the transactions contemplated herein; and (iii) the incumbency and signatures of signing officers for the Corporation; (c) the Underwriters receiving certificates of status and/or compliance, where issuable under applicable law, for the Corporation and the Subsidiary, each dated within one (1) Business Day prior to the Closing Date; (d) a certificate of the Corporation dated the Closing Date addressed to the Underwriters and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation or such other officers of the Corporation satisfactory to the Underwriters, acting reasonably, certifying, on behalf of the Corporation and without personal liability, that: (i) the Corporation has complied with and satisfied all the terms and conditions of this Agreement on its part that are required under this Agreement to be performed complied with or satisfied at or prior to the Closing DateTime; (cii) An officer's certificate from an officer the representations and warranties of the Seller Corporation set forth in this Agreement are true and correct at the Closing Time, as if made at such time except where the failure to be true and correct would not, individually or in the aggregate, result in a material adverse effect; and (signed iii) no event of a nature referred to in his/her capacity as an officerSection 6(1), Section 6(2), Section 11(1)(a), Section 11(1)(b), Section 11(1)(b) or Section 11(1)(c) has occurred or to the knowledge of such officer is pending, contemplated or threatened (excluding any requirement to make any determination as to any Underwriter’s opinion or determination); and each such statement shall be true and the Underwriters shall have no knowledge to the contrary; (e) comfort letter(s) of the Corporation’s auditors to provide a customary “bring- down” comfort letter from the Corporation’s auditors pursuant to Section 4(c) addressed to the Underwriters and dated the Closing Date, satisfactory in form and upon which the Purchaser may rely, substance to the effect that Underwriters, acting reasonably, bringing the information contained in the comfort letters referred to in Section 4(c) hereof up to the Closing Time, which comfort letters shall be not more than 2 Business Days prior to the Closing Date; (f) the Underwriters receiving the executed lock-up agreements from each individual who, as an director and officer or representative of the SellerCorporation in favour of the Underwriters in a form satisfactory to the Underwriters as required pursuant to Section 14(1) of this Agreement; (g) evidence satisfactory to the Underwriters that the Corporation has obtained all necessary third party approvals and all necessary approvals of the Exchange for the issuance of the Offered Units, signed this Agreement or any other document or certificate delivered the Private Placement Units, the Underlying Securities, the Compensation Options and the Compensation Option Underlying Securities, subject only to the filing of Prospectuses and ancillary documentation in respect of the Offered Units and required documents which are in the possession of the Corporation on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times and payment of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signaturesapplicable fees; (dh) An officer's certificate from an officer of the Seller (signed in his/her capacity such other certificates and documents as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may relyrequest, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutionsacting reasonably." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officer’s Certificate of the Seller and the Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures Master Servicer under the laws of such persons appearing on such documents Delaware and certificates are their genuine signatures; (d) An officer's certificate from an officer of stating that the Seller (signed information contained in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, Prospectus Supplement relating to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller, the Master Servicer and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement applicable loan portfolio is true and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) such officer has examined the Specified Portions if any of the Memorandum and nothing has come Certificates are offered on the Closing Date pursuant to his attention that would lead him to believe a private placement memorandum, the Seller shall deliver an Officer’s Certificate stating that the Specified Portions same information contained in such private placement memorandum is true and accurate in all material respects; (b) An Officer’s Certificate of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and the Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light 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 circumstances under Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely; (e) A letter from Deloitte & Touche LLP, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they were madedetermined that certain information of an accounting, not misleading. financial or statistical nature set forth in the Prospectus Supplement, under the captions “Summary of Prospectus Supplement”, “Risk Factors”, “The "Specified Portions" Mortgage Pool”, “Yield on the Certificates”, “Description of the Prospectus Supplement shall consist of Annex A theretoCertificates”, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the “Pooling and Servicing Agreement: "Summary —The Seller and Master Servicer”, Annex II and Annex III agrees with the records of the Seller and the Master Servicer; (f) [Reserved]; (g) The Seller and the Master Servicer shall deliver for inclusion in the Prospectus Supplement-, under the captions “The Parties-Originators” and “The Mortgage Loan SellersSeller, Sponsor and Master Servicer," "Summary of ” 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; and (h) Such further information, certificates, opinions and documents as the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of Purchaser or the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsUnderwriters may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate An Officers' Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, in form satisfactory to and upon which the Purchaser and Morgan Stanley & Co. I▇▇▇▇▇▇r▇▇▇▇ (the Underwriters "Representative") may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the effect that: Originator, the Purchaser and the Representative; (ic) 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; (d) An Officers' Certificate of the Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Originator, 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 Master Servicer issued by the Office of Thrift Supervision; (e) An Officers' Certificate of the Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and the Representative may rely, stating that on the Closing Date the representations and warranties of the Seller Master Servicer contained in this the Pooling and Servicing Agreement are will be true and correct in all material respects at and as of the Closing Date no event has occurred with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior respect to the Closing DateMaster Servicer that would constitute an Event of Default thereunder; (cf) An officer's certificate from an officer Opinion of Counsel of the Seller (signed in his/her capacity as an officer)Master Servicer, dated the Closing Date, in form satisfactory to and upon which addressed to the Originator, the Purchaser may relyand the Representative; (g) (i) A letter from KPMG L.L.P., certified public accountants, to the effect that each individual whothey have performed certain specified procedures as a result of which they determined that certain information of an accounting, as an officer financial or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date statistical nature set forth in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make Offered Certificates contained under the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The captions "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-Summary--The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officers' Certificate of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller hasProspectus Supplement, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement relating to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller and Master Servicer, and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement applicable loan portfolio, is true and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) if the Class M-10, Class CE Certificates and/or Class P Certificates are offered on the Closing Date pursuant to a private placement Memorandum, the Seller shall deliver an Officer's Certificate stating that the same information contained in such officer has examined the Specified Portions private placement memorandum is true and accurate in all material respects; (b) An Officers' Certificate of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A theretoPurchaser, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) Certificate Insurer and the following sections Underwriters; (d) Such opinions of counsel from the Prospectus Supplement (exclusive of any statements Purchaser's or Seller's counsel as the Rating Agencies may request in such sections that purport to summarize connection with the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description sale of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms Loans by the Seller to the Purchaser or the Seller's execution and Conditions of delivery of, or performance under, this Agreement and upon which the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement Certificate Insurer and the first Underwriters may rely; (e) A letter from Deloitte & Touche LLP, certified public accountants, dated the date hereof and second full paragraphs on page "iii" 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 Memorandum.Prospectus

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officers’ Certificate of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement Prospectus Supplement relating to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller and Master Servicer, and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement applicable loan portfolio, is true and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) such officer has examined the Specified Portions if any of the Memorandum and nothing has come Non-Offered Certificates are offered on the Closing Date pursuant to his attention that would lead him to believe a private placement memorandum, the Seller shall deliver an Officer’s Certificate stating that the Specified Portions same information contained in such private placement memorandum is true and accurate in all material respects; (b) An Officers’ Certificate of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light 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 circumstances under Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely; (e) A letter from Deloitte & Touche LLP, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they were madedetermined that certain information of an accounting, not misleading. financial or statistical nature set forth in the Prospectus Supplement, under the captions “Summary of Prospectus Supplement”, “Risk Factors”, “The "Specified Portions" Mortgage Pool”, “Yield on the Certificates”, “Description of the Certificates”, Annex II and Annex III agrees with the records of the Seller and the Master Servicer; (f) [reserved]; (g) The Seller and Master Servicer shall deliver for inclusion in the Prospectus Supplement shall consist of Annex A thereto, under the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections captions “The Mortgage Pool—Underwriting Standards of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing Originators;” and administration provisions of the “Pooling and Servicing Agreement: "Summary of —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; and (h) Such further information, certificates, opinions and documents as the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of Purchaser or the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsUnderwriters may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officer’s Certificate of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement Prospectus Supplement relating to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller and Master Servicer, and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement applicable loan portfolio, is true and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) such officer has examined the Specified Portions if any of the Memorandum and nothing has come Non-Offered Certificates are offered on the Closing Date pursuant to his attention that would lead him to believe a private placement memorandum, the Seller shall deliver an Officer’s Certificate stating that the Specified Portions same information contained in such private placement memorandum is true and accurate in all material respects; (b) An Officer’s Certificate of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light 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 circumstances under Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely; (e) A letter from Deloitte & Touche LLP, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they were madedetermined that certain information of an accounting, not misleading. financial or statistical nature set forth in the Prospectus Supplement, under the captions “Summary of Prospectus Supplement”, “Risk Factors”, “The "Specified Portions" Mortgage Pool”, “Yield on the Certificates”, “Description of the Certificates”, Annex II and Annex III agrees with the records of the Seller and the Master Servicer; (f) [reserved]; (g) The Seller and Master Servicer shall deliver for inclusion in the Prospectus Supplement shall consist of Annex A thereto, under the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections captions “The Mortgage Pool—Underwriting Standards of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing Originator;” and administration provisions of the “Pooling and Servicing Agreement: "Summary of —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; and (h) Such further information, certificates, opinions and documents as the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of Purchaser or the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsUnderwriters may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate An Officers’ Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller under the laws of Delaware and stating that the information contained in this Agreement are the Prospectus Supplement, relating to the Mortgage Loans and the Seller, and the applicable loan portfolio, is true and correct accurate in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) such officer has examined the Specified Portions if any of the Memorandum and nothing has come Certificates are offered on the Closing Date pursuant to his attention that would lead him to believe a private placement memorandum, the Seller shall deliver an Officer’s Certificate stating that the Specified Portions same information contained in such private placement memorandum is true and accurate in all material respects; (b) An Officers’ Certificate of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the light 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 circumstances under 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 were madedetermined that certain information of an accounting, not misleading. financial or statistical nature set forth in the Prospectus Supplement, under the captions “Summary of Prospectus Supplement”, “Risk Factors”, “The "Specified Portions" Mortgage Pool”, “Yield on the Certificates”, “Description of the Prospectus Supplement shall consist of Annex A theretoCertificates”, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the “Pooling and Servicing Agreement: "Summary —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-The Parties-, under the captions “The Mortgage Loan Sellers," "Summary Pool—Underwriting Standards of the Prospectus Supplement-Originator” and “Pooling and Servicing Agreement—The Mortgage LoansSeller and Master Servicer," "Risk Factors-The Mortgage Loans," ” or for inclusion in other offering material, such publicly available information regarding its financial condition and "Description of its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; (i) [Reserved]; (j) Such further information, certificates, opinions and documents as the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of Purchaser or the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsUnderwriters may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officers' Certificate of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters Underwriter may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller hasProspectus Supplement, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement relating to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller and Master Servicer, and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement applicable loan portfolio, is true and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, and ; (iib) such officer has examined the Specified Portions An Officers' Certificate of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriter may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light Purchaser 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 circumstances under 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 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 were madedetermined that certain information of an accounting, not misleading. financial or statistical nature set forth in the Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool"Specified Portions" , "Yield on the Certificates", "Description of the Prospectus Supplement shall consist of Annex A theretoCertificates", the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the "Pooling and Servicing Agreement: --The Seller and Master Servicer"Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," , Annex II and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.Annex III;

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by the Purchaser and An Officers’ Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser, M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. Incorporated (the “Representative”) may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) A certificate An Opinion of Counsel of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (c) 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; (d) An Officers’ Certificate of the Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters Representative may rely, to the effect that: (i) the representations and warranties attached thereto copies of the Seller in this Agreement are true certificate of formation, limited liability company agreement and correct in all material respects at and as certificate of good standing of the Closing Date with Servicer under the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datelaws of Delaware; (ce) An officer's certificate from an officer Officers’ Certificate of the Seller (signed in his/her capacity as an officer)Servicer, dated the Closing Date, and upon which the Purchaser may rely, in form satisfactory to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters Representative may rely, stating that on the Closing Date the representations and warranties of the Servicer contained in the Pooling and Servicing Agreement will be true and correct and no event has occurred with respect to the Servicer that would constitute an Event of Default thereunder; (f) An Opinion of Counsel of the Servicer, dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (g) (i) Letters from KPMG L.L.P., certified public accountants, to the effect that with respect to 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 Seller, the Mortgage Loans, the related Mortgagors Preliminary Prospectus Supplement and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make Offered Certificates contained under the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-captions “Summary—The Mortgage Loans," "” “Risk Factors-,” (to the extent of information concerning the Mortgage Loans contained therein) and “The Mortgage Loans," and "Description Pool” agrees with the records of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms Seller and Conditions the information contained under the caption “The Originators” agrees with the records of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," Originators; and (h) Such further information, certificates, opinions and "-Representations and Warranties; Repurchases and Substitutionsdocuments as the Purchaser or the Representative may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by An Officers' Certificate of the Purchaser Seller, dated the Closing Date, upon which the Purchaser, ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. ("GS"") and WaMu Capital Corp. ("WCC", and together with GS, the "Co-Representatives") and the SellerNIMS Insurer, if any, may rely and attached thereto copies of the certificate of incorporation, bylaws and certificate of good standing of the Seller under the laws of the State of Delaware; (b) A certificate An Officers' Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Co-Representatives and the Underwriters NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing DatePurchaser; (c) An officer's certificate from an officer Opinion of Counsel of the Seller (signed in his/her capacity as an officerwhich may be in-house counsel of the Seller), dated the Closing Date, Date and upon which the Purchaser may rely, addressed to the effect that each individual whoPurchaser, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, Co-Representatives and the signatures of such persons appearing on such documents and certificates are their genuine signaturesNIMS Insurer, if any; (d) An officer's certificate from an officer Such opinions of counsel as the Rating Agencies, the Co-Representatives, the Trustee or the NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans and the Cap Agreements by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (signed in his/her capacity as an officer)e) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the Closing Date, date hereof and upon which the Purchaser and the Underwriters may rely, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions "Summary of Terms—Mortgage Loans", "Risk Factors", "The Mortgage Pool" and "Long Beach Mortgage Company" agrees with the records of the Seller; (f) The Seller shall deliver to the Purchaser for inclusion in the Prospectus Supplement under the caption "Long Beach Mortgage Company" or for inclusion in other offering materials, such publicly available information regarding the Seller, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the Sellerpool information, as the Mortgage Loans, Co-Representatives may reasonably request; (g) Letters from at least two nationally recognized statistical rating agencies rating the related Mortgagors and the related Mortgaged Properties Offered Certificates (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of as defined in the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and a letter from at least one nationally recognized statistical rating agency rating the following sections of Class B Certificates; and (h) Such further information, certificates, opinions and documents as the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize Purchaser or the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsRepresentatives may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

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) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;, and the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other parties thereto; and (b) An Officer's Certificate executed by an authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and (c) Certificate of good standing regarding the Seller from the Comptroller of the Currency, dated not earlier than 30 days prior to the Closing Date; and (d) A certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Placement Agent may rely, rely to the effect that: that (i) the representations and warranties of the Seller in this the Agreement are true and correct in all material respects at and as of the Closing Date date hereof with the same effect as if made on such date; 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 that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and (ce) An officer's certificate from an officer A written opinion of counsel for the Seller, subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller (signed in his/her capacity each as an officer)reasonably acceptable to counsel for the Purchaser, the Underwriters and the Placement Agent, dated the Closing Date, Date and upon which the Purchaser may rely, addressed to the effect that Purchaser, the Underwriters, the Trustee, the Placement Agent and each individual who, as an officer or representative Rating Agency; and (f) Any other opinions of counsel for the Seller, signed this Agreement or any other document or certificate delivered on or before Seller reasonably requested by the Closing Date Rating Agencies in connection with the transactions contemplated hereinissuance of the Certificates; and (g) Such further certificates, was at opinions and documents as the Purchaser may reasonably request; and (h) The Indemnification Agreement, duly executed by the respective times parties thereto; and (i) One or more comfort letters from the Accountants dated the date of such signing any free writing prospectus, Prospectus Supplement and deliveryMemorandum, respectively, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representativeaddressed to, and the signatures of such persons appearing on such documents in form and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which substance acceptable to the Purchaser and the Underwriters may rely, to in the effect that with respect to case of the Seller, the Mortgage Loans, the related Mortgagors free writing prospectus and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions Purchaser and the Placement Agent in the case of the Prospectus SupplementMemorandum stating in effect that, as using the assumptions and methodology used by the Purchaser, all of the date of the Prospectus Supplementwhich shall be described in such letters, or as of the Closing Date, included or include any untrue statement of a material fact they have recalculated such numbers and percentages relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary set forth in order to make the statements therein relating to the Mortgage Loansany free writing prospectus, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first Memorandum, compared the results of their calculations to the corresponding items in any free writing prospectus, the Prospectus Supplement and second full paragraphs on page "iii" of the Memorandum, respectively, and found each such number and percentage set forth in any free writing prospectus, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.

Closing Documents. The Closing Documents Developer or the Tenant (as applicable) shall consist of the followinghave delivered to Investor: (a) This Agreement A good and sufficient limited warranty deed with covenants against grantor's acts, or its local equivalent, in proper statutory form for recording, duly executed and acknowledged by Developer, conveying good and marketable title to the Purchaser Development Property, the Improvements thereat and the SellerReal Property of which they form a part, free from all liens and encumbrances other than the Permitted Encumbrances, which deed shall be substantially in the form attached hereto as Exhibit B (subject to such changes thereto as are required to conform with local requirements and practices); (b) A certificate bill ▇▇ sale and assignment agreement, in the form attached hereto as Exhibit C, duly executed and acknowledged by Developer, with respect to all of Developer's right, title and interest in, to and under the Sellerother Development Assets including, executed by a duly authorized officer of without limitation, the Seller and dated FF&E, the Closing DateContracts, and upon which the Purchaser Documents, the Intangible Property and the Underwriters may rely, Tenant Leases with respect to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing DateDevelopment Property; (c) An officer's certificate from amendment to the Lease in the form attached hereto as Exhibit D , all other documents and sums required to be delivered by the Developer Parties and/or the Tenant pursuant to such amendment and an officer instrument in recordable form confirming the removal of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signaturesExisting Property from Lease; (d) An officer's certificate from an officer Certified copies of the Seller (signed in his/her capacity as an officer)all charter documents, dated the Closing Date, applicable corporate resolutions and upon which the Purchaser and the Underwriters may rely, to the effect that certificates of incumbency with respect to the Seller, the Mortgage Loans, the related Mortgagors Developer Parties and the related Mortgaged Properties Tenant; (ie) such officer has carefully examined the Specified Portions Such ratification of the Prospectus Supplement Incidental Documents (as defined in the Lease) as Investor shall reasonably requested; (f) Lien and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating judgment searches with respect to the Mortgage Loans Developer Parties and Tenant satisfactory to Landlord; and (g) Such other conveyance documents, certificates, deeds, affidavits, financing statements and other instruments as Investor or omitted the Title Company may reasonably require or omit are customary to state therein a material fact necessary in order to make effectuate the statements therein relating transactions contemplated by this Agreement or the amendment to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsLease." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officers' Certificate of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller hasProspectus Supplement, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement relating to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller and Master Servicer, and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement applicable loan portfolio, is true and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) if the Class CE Certificates and/or Class P Certificates are offered on the Closing Date pursuant to a Private Placement Memorandum, the Seller shall deliver an Officer's Certificate stating that the same information contained in such officer has examined the Specified Portions Private Placement Memorandum is true and accurate in all material respects; (b) An Officers' Certificate of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light Purchaser, the Certificate Insurer and the Underwriters; (d) Such opinions of counsel from the Purchaser's or Seller's counsel as the Rating Agencies may request in connection with the sale of the circumstances under Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement and upon which the Certificate Insurer and the Underwriters may rely; (e) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they were madedetermined that certain information of an accounting, not misleading. financial or statistical nature set forth in the Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool"Specified Portions" , "Yield on the Certificates", "Description of the Prospectus Supplement shall consist of Annex A theretoCertificates", the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the "Pooling and Servicing Agreement: --The Seller and Master Servicer"Summary , Annex II and Annex III agrees with the records of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement Seller and the first and second full paragraphs on page "iii" of the Memorandum.Master Servicer;

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officers’ Certificate of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement Prospectus Supplement relating to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller and Master Servicer, and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement applicable loan portfolio, is true and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) such officer has examined the Specified Portions if any of the Memorandum and nothing has come Non-Offered Certificates are offered on the Closing Date pursuant to his attention that would lead him to believe a private placement memorandum, the Seller shall deliver an Officer’s Certificate stating that the Specified Portions same information contained in such private placement memorandum is true and accurate in all material respects; (b) An Officers’ Certificate of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light 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 circumstances under Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely; (e) A letter from 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 were madedetermined that certain information of an accounting, not misleading. financial or statistical nature set forth in the Prospectus Supplement, under the captions “Summary of Prospectus Supplement”, “Risk Factors”, “The "Specified Portions" Mortgage Pool”, “Yield on the Certificates”, “Description of the Prospectus Supplement shall consist of Annex A theretoCertificates”, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the “Pooling and Servicing Agreement: "Summary —The Seller and Master Servicer”, Annex II and Annex III agrees with the records of the Prospectus Supplement-Seller and the Master Servicer; (f) [reserved]; (g) The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," Seller and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum Master Servicer shall consist of the Specified Portions of deliver for inclusion in the Prospectus Supplement and under the first and second full paragraphs on page "iii" captions “The Mortgage Pool—Underwriting Standards of the MemorandumOriginator;” 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; and (h) Such further information, certificates, opinions and documents as the Purchaser or the Underwriters may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate Certificate of the Seller, executed by a duly authorized officer 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 this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof; (c) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the FUNB Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the FUNB Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the FUNB Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the FUNB Mortgage Loans, in the light of the circumstances under which they were made, not misleading. . (e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist requisite committee of Annex A theretothe Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies articles of association and by-laws of the Prospectus Supplement Seller, and a certificate of good standing of the Seller issued by the Office of the Comptroller of the Currency of the United States not earlier than sixty (insofar as such diskette is consistent 60) days prior to the Closing Date; (f) A written opinion of counsel for the Seller, substantially in the form of Schedule V, with any modifications required by the Purchaser, its counsel or Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and (g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer 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 this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender -AB Mortgage Loans," ", "-Additional Mortgage Loan Information," "-Twenty -Ten Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate Certificate of the Seller, executed by a duly authorized officer 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 this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof; (c) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. . (e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist requisite committee of Annex A theretothe Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies articles of association and by-laws of the Prospectus Supplement Seller, and a certificate of good standing of the Seller issued by the Office of the Comptroller of the Currency of the United States not earlier than sixty (insofar as such diskette is consistent 60) days prior to the Closing Date; (f) A written opinion of counsel for the Seller, substantially in the form of Exhibit C, with any modifications required by the Purchaser, its counsel or Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and (g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate An Officers' Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller under the laws of Delaware and stating that the information contained in this Agreement are the Prospectus Supplement, relating to the Mortgage Loans and the Seller, and the applicable loan portfolio, is true and correct accurate in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) such officer has examined the Specified Portions if any of the Memorandum and nothing has come Non-Offered Certificates are offered on the Closing Date pursuant to his attention that would lead him to believe a private placement memorandum, the Seller shall deliver an Officer's Certificate stating that the Specified Portions same information contained in such private placement memorandum is true and accurate in all material respects; (b) An Opinion of Counsel of each of the MemorandumSeller and the Master Servicer, as of the date thereof or as of dated the Closing Date, included in form satisfactory to and addressed to the Purchaser and the Underwriters; (c) Such opinions of counsel from the Purchaser's or include any untrue statement Seller's counsel as the Rating Agencies may request in connection with the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser or the Seller's execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely; (d) An Indemnification Agreement among the Master Servicer, the Depositor and the Seller; (e) A letter from Deloitte & Touche LLP, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the light Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool", "Yield on the Certificates", "Description of the circumstances under which they were madeCertificates", not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: --The Seller"Summary , Annex II and Annex III agrees with the records of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.Seller;

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officers’ Certificate of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement Prospectus Supplement relating to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller and Master Servicer, and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement applicable loan portfolio, is true and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) such officer has examined the Specified Portions if any of the Memorandum and nothing has come Non-Offered Certificates are offered on the Closing Date pursuant to his attention that would lead him to believe a private placement memorandum, the Seller shall deliver an Officer’s Certificate stating that the Specified Portions same information contained in such private placement memorandum is true and accurate in all material respects; (b) An Officers’ Certificate of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light 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 circumstances under Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely; (e) A letter from 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 were madedetermined that certain information of an accounting, not misleading. financial or statistical nature set forth in the Prospectus Supplement, under the captions “Summary of Prospectus Supplement”, “Risk Factors”, “The "Specified Portions" Mortgage Pool”, “Yield on the Certificates”, “Description of the Prospectus Supplement shall consist of Annex A theretoCertificates”, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the “Pooling and Servicing Agreement: "Summary —The Seller and Master Servicer”, Annex II and Annex III agrees with the records of the Prospectus Supplement-Seller and the Master Servicer; (f) [reserved]; (g) The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," Seller and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum Master Servicer shall consist of the Specified Portions of deliver for inclusion in the Prospectus Supplement and under the first and second full paragraphs on page "iii" captions “The Mortgage Pool—Underwriting Standards of the MemorandumOriginators;” 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; and (h) Such further information, certificates, opinions and documents as the Purchaser or the Underwriters may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate An Officers' Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, in form satisfactory to and upon which the Purchaser and UBS Securities LLC (the Underwriters "Representative") may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the effect that: Originator, the Purchaser and the Representative; (ic) 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; (d) An Officers' Certificate of the Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Originator, 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 Master Servicer issued by the Office of Thrift Supervision; (e) An Officers' Certificate of the Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and the Representative may rely, stating that on the Closing Date the representations and warranties of the Seller Master Servicer contained in this the Pooling and Servicing Agreement are will be true and correct in all material respects at and as of the Closing Date no event has occurred with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior respect to the Closing DateMaster Servicer that would constitute an Event of Default thereunder; (cf) An officer's certificate from an officer Opinion of Counsel of the Seller (signed in his/her capacity as an officer)Master Servicer, dated the Closing Date, in form satisfactory to and upon which addressed to the Originator, the Purchaser may relyand the Representative; (g) (i) A letter from KPMG L.L.P., certified public accountants, to the effect that each individual whothey have performed certain specified procedures as a result of which they determined that certain information of an accounting, as an officer financial or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date statistical nature set forth in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make Offered Certificates contained under the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The captions "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-Summary--The Mortgage Loans," "Risk Factors-," (to the extent of information concerning the Mortgage Loans contained therein) and "The Mortgage Loans,Pool" and "Description agrees with the records of the Mortgage Pool-General,Seller and the information contained under the caption "The Originator" "-Mortgage Loan History," "-Certain Terms and Conditions agrees with the records of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," Originator; and (h) Such further information, certificates, opinions and "-Representations and Warranties; Repurchases and Substitutionsdocuments as the Purchaser or the Representative may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate An Officer's Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters Underwriter may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller in this Agreement are true and correct in all material respects at and as under the laws of the Closing Date with the same effect as if made on such date; 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 Seller has, shall deliver an Officer's Certificate stating that the same information contained in such Private Placement Memorandum is true and accurate in all material respects; (b) An Opinion of Counsel of the Seller, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Underwriter; (c) An officerOfficer's certificate from an officer Certificate of the Seller (signed in his/her capacity as an officer)Originator, dated the Closing Date, and upon which the Purchaser may rely, in form satisfactory to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of Delaware 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 an Officer's Certificate stating that the same information contained in such Private Placement Memorandum is true and accurate in all material respects; (d) An Opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Underwriter; (e) 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 may rely; (f) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that with respect to the Sellerthey have performed certain specified procedures as a result of which they determined that certain information of an accounting, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of financial or statistical nature set forth in the Prospectus Supplement, as under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool", "Yield on the Certificates", "Description of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 misleadingCertificates", and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: --The Originator and Master Servicer"Summary , agrees with the records of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.Seller;

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate An Officers' Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of formation, by-laws and warranties certificate of good standing of the Seller under the laws of Delaware and stating that the information contained in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller hasProspectus Supplement, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement relating to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller, and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement its loan portfolio, is true and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, and ; (iib) such officer has examined the Specified Portions An Officers' Certificate of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the light 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 circumstances under Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely; (e) A letter from Deloitte & Touche 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 were madedetermined that certain information of an accounting, not misleading. The "Specified Portions" of financial or statistical nature set forth in the Prospectus Supplement shall consist of Annex A theretoSupplement, under the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: captions "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," , "Risk Factors-", "The Mortgage Loans," and Pool", "Yield on the Notes", "Description of the Mortgage Pool-General,Notes", "Sale and Servicing Agreement--The Seller", and "Sale and Servicing Agreement--The Master Servicer" "-Mortgage Loan History," "-Certain Terms and Conditions agrees with the records of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.Seller;

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate An Officers' Certificate of the SellerOriginator, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to in the effect that: (i) the representations form of Exhibit 1 hereto, and warranties attached thereto copies of the Seller in this Agreement are true certificate of incorporation, by- laws and correct in all material respects at and as certificate of good standing of the Closing Date with Originator under the same effect as if made on such date; laws of Delaware and (ii) if the Seller hasClass CE Certificates and Class P Certificates are offered on the Closing Date 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 is true and accurate in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (cb) An officer's certificate from an officer Officers' Certificate of the Seller (signed in his/her capacity as an officer)Originator, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, in the form of Exhibit 2 hereto, with respect to certain facts regarding the 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 Underwriters, substantially in the form attached hereto as Exhibit 3; (d) 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 the Purchaser or the Originator's execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely; (e) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that with respect to the Sellerthey have performed certain specified procedures as a result of which they determined that certain information of an accounting, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of financial or statistical nature set forth in the Prospectus Supplement, as under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool", "Yield on the Certificates", "Description of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 misleadingCertificates", and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: --The Originator and Master Servicer"Summary , agrees with the records of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.Originator;

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by the Purchaser and An 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 under the laws of New York; (b) A certificate An Officers' Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, MBIA and the Underwriters Underwriter may rely, in the form of Exhibit 4 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing DatePurchaser; (c) An officer's certificate from an officer Opinion of Counsel of the Seller Seller, dated the Closing Date and addressed to the Originator, the Purchaser, MBIA and the Underwriter, substantially in the form attached hereto as Exhibit 5; (signed in his/her capacity as an officer)d) An Officer's Certificate of the Originator, dated the Closing Date, and upon which the Purchaser Seller, the Purchaser, MBIA and the Underwriter may rely, to in the effect that each individual whoform of Exhibit 6 hereto, as an officer or representative and attached thereto copies of the Sellercertificate of incorporation, signed this Agreement or any other document or by-laws and certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as good standing of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and Originator under the signatures laws of such persons appearing on such documents and certificates are their genuine signaturesDelaware; (de) An officer's certificate from an officer opinion of Counsel of the Seller (signed in his/her capacity as an officer)Originator, dated the Closing Date, Date and upon which the Purchaser and the Underwriters may rely, to the effect that with respect addressed to the Seller, the Mortgage LoansPurchaser, the related Mortgagors MBIA and the related Mortgaged Properties Underwriter, substantially in the form attached hereto as Exhibit 7; (if) such officer has carefully examined Such opinions of counsel as the Specified Portions Rating Agencies or the Trustee may request in connection with the sale of the Prospectus Supplement Mortgage Loans by the Seller to the Purchaser or the Seller's execution and nothing has come delivery of, or performance under, this Agreement; (g) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to his attention the effect that would lead him to believe 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 Specified Portions of the Purchaser's Prospectus Supplement, as of the date of the Prospectus Supplementdated October 23, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, 1996 in the light of Summary under the circumstances under which they were made, not misleading. The subheading "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers,Pool" and under the captions "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans,Pool" and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms Pooling and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.Servicing

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate Certificate of the Seller, executed by a duly authorized officer 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 this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof; (c) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the FUNB Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the FUNB Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions Memorandum and nothing has come to his attention that would lead him to believe that the Memorandum, as of the date thereof or as of the Closing Date, included or includes any untrue statement of a material fact relating to the FUNB Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein related to the FUNB Mortgage Loans, in the light of the circumstances under which they were made, not misleading; (e) The resolutions of the requisite committee of the Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the articles of association and by-laws of the Seller, and a certificate of good standing of the Seller issued by the State of Delaware not earlier than sixty (60) days prior to the Closing Date; (f) A written opinion of counsel for the Seller, reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies; (g) A Certificate of ▇▇▇▇▇▇▇, executed by a duly authorized officer of Merrill and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: the representations and warranties of Merrill in the Merrill MLPA are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; (h) An Officer's Certificate from an officer of Merrill, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that (i) such officer has carefully examined the Prospectus and nothing has come to his attention that would lead him to believe that the Prospectus, as of the date of the Prospectus Supplement or 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 (ii) such officer has examined the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the ▇▇▇▇▇▇▇ Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the ▇▇▇▇▇▇▇ Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of ; and (i) Such further certificates, opinions and documents as the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by An Officers’ Certificate of the Purchaser 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 SellerNIMS Insurer, if any, may rely and attached thereto copies of the certificate of incorporation, bylaws and certificate of good standing of the Seller under the laws of the State of Delaware; (b) A certificate An Officers’ Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Co-Representatives and the Underwriters NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing DatePurchaser; (c) An officer's certificate from an officer Opinion of Counsel of the Seller (signed in his/her capacity as an officerwhich may be in-house counsel of the Seller), dated the Closing Date, Date and upon which the Purchaser may rely, addressed to the effect that each individual whoPurchaser, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, Co-Representatives and the signatures of such persons appearing on such documents and certificates are their genuine signaturesNIMS Insurer, if any; (d) An officer's certificate from an officer Such opinions of counsel as the Rating Agencies, the Co-Representatives, the Trustee or the NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (signed in his/her capacity as an officer)e) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the Closing Date, date hereof and upon which the Purchaser and the Underwriters may rely, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions “Summary of Terms—Mortgage Loans,” “Risk Factors,” “The Sponsor,” “Static Pool Information,” “The Mortgage Pool” and “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the records of the Seller; (f) The Seller shall deliver or make available to the Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and “Static Pool Information” or for inclusion in other offering materials, such publicly available information regarding the Seller and Washington Mutual Bank, their financial condition, Seller’s underwriting standards, lending activities and loan sales, production, static pool information and master servicing practices, and Washington Mutual Bank’s servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the Sellerpool information, as the Mortgage Loans, Co-Representatives may reasonably request; (g) Letters from at least two nationally recognized statistical rating agencies rating the related Mortgagors and the related Mortgaged Properties Offered Certificates (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of as defined in the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and a letter from at least one nationally recognized statistical rating agency rating the following sections of Class B Certificates; and (h) Such further information, certificates, opinions and documents as the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize Purchaser or the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsRepresentatives may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officers' Certificate of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters Underwriter may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller hasProspectus Supplement, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement relating to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement Master Servicer, and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplementits loan portfolio, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include is true and accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) if the Class CE Certificates and Class P Certificates are offered on the Closing Date pursuant to a Private Placement Memorandum, the Seller and the Master Servicer shall deliver an Officer's Certificate stating that the same information contained in such officer has examined the Specified Portions Private Placement Memorandum is true and accurate in all material respects; (b) An Officers' Certificate of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriter may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light 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 circumstances under 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 were madedetermined that certain information of an accounting, not misleading. The "Specified Portions" of financial or statistical nature set forth in the Prospectus Supplement shall consist of Annex A theretoSupplement, under the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: captions "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," , "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.Risk

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officers' Certificate of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, Prospectus Supplement and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer)Information Circular, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, relating to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller and Master Servicer, and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement applicable loan portfolio, is true and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) such officer has examined the Specified Portions if any of the Memorandum and nothing has come Non-Offered Certificates are offered on the Closing Date pursuant to his attention that would lead him to believe a private placement memorandum, the Seller shall deliver an Officer's Certificate stating that the Specified Portions same information contained in such private placement memorandum is true and accurate in all material respects; (b) An Officers' Certificate of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light Purchaser, the Guarantor and the Underwriters; (d) Such opinions of counsel from the Purchaser's or Seller's counsel as the Rating Agencies or the Guarantor may request in connection with the sale of the circumstances under Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely; (e) A letter from Deloitte & Touche LLP, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they were madedetermined that certain information of an accounting, not misleading. financial or statistical nature set forth in the Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool"Specified Portions" , "Yield on the Certificates", "Description of the Prospectus Supplement shall consist of Annex A theretoCertificates", the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the "Pooling and Servicing Agreement: --The Seller and Master Servicer"Summary , Annex II and Annex III agrees with the records of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement Seller and the first and second full paragraphs on page "iii" of the Memorandum.Master Servicer;

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by An Officers’ Certificate of the Purchaser Seller, dated the Closing Date, upon which the Purchaser, WaMu Capital Corp. (“WCC”) and ▇▇▇▇▇▇ Brothers, Inc. (“▇▇▇▇▇▇,” and together with WCC, the “Underwriters”) and the SellerNIMS Insurer, if any, may rely and attached thereto copies of the certificate of incorporation, bylaws and certificate of good standing of the Seller under the laws of the State of Delaware; (b) A certificate An Officers’ Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing DatePurchaser; (c) An officer's certificate from an officer Opinion of Counsel of the Seller (signed in his/her capacity as an officerwhich may be in-house counsel of the Seller), dated the Closing Date, Date and upon which the Purchaser may rely, addressed to the effect that each individual whoPurchaser, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, Underwriters and the signatures of such persons appearing on such documents and certificates are their genuine signaturesNIMS Insurer, if any; (d) An officer's certificate from an officer Such opinions of counsel as the Rating Agencies, the Underwriters, the Trustee or the NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (signed in his/her capacity as an officer)e) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the Closing Date, date hereof and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Sellerthey have performed certain specified procedures as a result of which they determined that certain information of an accounting, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of financial or statistical nature set forth in the Prospectus Supplement, as amended or supplemented, under the captions “Summary of Terms—Mortgage Loans,” “Risk Factors,” “The Sponsor,” “Static Pool Information,” “The Mortgage Pool” and “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the records of the date of Seller; (f) The Seller shall deliver or make available to the Purchaser for inclusion in the Prospectus Supplement, as amended or as of supplemented, under the Closing Datecaptions “The Sponsor,” “The Servicers” and “Static Pool Information” or for inclusion in other offering materials, included or include 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 untrue statement of similar nonpublic, unaudited financial information and a material fact relating computer tape with respect to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandumpool information, as of the date thereof or Underwriters may reasonably request; (g) Letters from at least two nationally recognized statistical rating agencies rating the Offered Certificates (as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary defined in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of , as amended or supplemented) and a letter from at least one nationally recognized statistical rating agency rating the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," Class B Certificates; and (h) Such further information, certificates, opinions and "Description of documents as the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of Purchaser or the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsUnderwriters may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Banc of America Securities LLC, as representative of the Sellerseveral underwriters (the "Representative"), ▇▇▇▇▇▇▇ Mac and Radian Insurance Inc. (the "NIMs Insurer") may rely and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of the State of Delaware; (b) A certificate An Officers' Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Representative, ▇▇▇▇▇▇▇ Mac and the Underwriters NIMs Insurer may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing DatePurchaser; (c) An officer's certificate from an officer Opinion of Counsel of the Seller (signed in his/her capacity as an officerwhich may be in-house counsel of the Seller), dated the Closing Date, Date and upon which the Purchaser may rely, addressed to the effect that each individual whoPurchaser, as an officer or representative of the SellerRepresentative, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, ▇▇▇▇▇▇▇ Mac and the signatures of such persons appearing on such documents and certificates are their genuine signaturesNIMs Insurer; (d) An officer's certificate from an officer Such opinions of counsel as the Rating Agencies, the Representative, the Trustee, ▇▇▇▇▇▇▇ Mac or the NIMs Insurer may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (signed in his/her capacity as an officer)e) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the Closing Date, date hereof and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Sellerthey have performed certain specified procedures as a result of which they determined that certain information of an accounting, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of financial or statistical nature set forth in the Prospectus Supplement and nothing has come to his attention that would lead him to believe that under the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: captions "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Terms--Mortgage Loans," "Risk Factors-," "The Mortgage LoansPool," and "Description Long Beach Mortgage Company," agrees with the records of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.Seller;

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate An Officers’ Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller under the laws of Delaware and stating that the information contained in this Agreement are the Prospectus Supplement, relating to the Mortgage Loans and the Seller, and the applicable loan portfolio, is true and correct accurate in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) such officer has examined the Specified Portions if any of the Memorandum and nothing has come Certificates are offered on the Closing Date pursuant to his attention that would lead him to believe a private placement memorandum, the Seller shall deliver an Officer’s Certificate stating that the Specified Portions same information contained in such private placement memorandum is true and accurate in all material respects; (b) An Officers’ Certificate of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the light 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 circumstances under 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) An Indemnification Agreement among the Master Servicer, the Depositor and the Seller; (f) A letter from Deloitte, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they were madedetermined that certain information of an accounting, not misleading. financial or statistical nature set forth in the Prospectus Supplement, under the captions “Summary of Prospectus Supplement”, “Risk Factors”, “The "Specified Portions" Mortgage Pool”, “Yield on the Certificates”, “Description of the Prospectus Supplement shall consist of Annex A theretoCertificates”, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the “Pooling and Servicing Agreement: "Summary —The Seller”, Annex II and Annex III agrees with the records of the Seller; (g) 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 caption “Pooling and Servicing Agreement—The Parties-Master Servicer” agrees with the records of the Master Servicer; (h) The Mortgage Loan Sellers," "Summary of Seller shall deliver for inclusion in the Prospectus Supplement-, under the captions “The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description Pool—Underwriting Standards of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms Originator” and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," “Pooling and "-Representations Servicing Agreement—The Seller” or for inclusion in other offering material such publicly available information regarding its financial condition, underwriting standards, lending activities and Warranties; Repurchases loan sales, production, and Substitutions." servicing and collection practices, and any similar nonpublic, unaudited financial information; (i) The "Specified Portions" of the Memorandum Master Servicer shall consist of the Specified Portions of deliver for inclusion in the Prospectus Supplement under the caption “Pooling and Servicing Agreement—The Master Servicer” or for inclusion in other offering material approved by the first Master Servicer certain publicly available information regarding its financial condition and second full paragraphs on page "iii" of its mortgage loan delinquency, foreclosure and loss experience and servicing and collection practices, and similar nonpublic, unaudited financial information; and (j) Such further information, certificates, opinions and documents as the MemorandumPurchaser or the Underwriters may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officers' Certificate of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller hasProspectus Supplement, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement relating to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement Master Servicer, and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplementits loan portfolio, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include is true and accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, and ; (iib) such officer has examined the Specified Portions An Officers' Certificate of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light 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 circumstances under Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely; (e) A letter from Deloitte & Touche LLP, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they were madedetermined that certain information of an accounting, not misleading. financial or statistical nature set forth in the Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool"Specified Portions" , "Yield on the Certificates", "Description of the Prospectus Supplement shall consist of Annex A theretoCertificates", the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the "Pooling and Servicing Agreement: --The Seller and Master Servicer"Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," , Annex II and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.Annex III;

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officers' Certificate of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters Underwriter may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller hasProspectus Supplement, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement relating to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement Master Servicer, and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplementits loan portfolio, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include is true and accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) if the Class CE Certificates and Class P Certificates are offered on the Closing Date pursuant to a Private Placement Memorandum, the Seller and the Master Servicer shall deliver an Officer's Certificate stating that the same information contained in such officer has examined the Specified Portions Private Placement Memorandum is true and accurate in all material respects; (b) An Officers' Certificate of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriter may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light 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 circumstances under 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 were madedetermined that certain information of an accounting, not misleading. financial or statistical nature set forth in (i) the Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool"Specified Portions" , "Yield on the Certificates", "Description of the Prospectus Supplement shall consist of Annex A theretoCertificates", the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the "Pooling and Servicing Agreement: --The Seller and Master Servicer"Summary , Annex II and Annex III and (ii) the Private Placement Memorandum, under the caption "Yield and Prepayment Considerations" agrees with the records of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement Seller and the first and second full paragraphs on page "iii" of the Memorandum.Master Servicer;

Closing Documents. The Closing Documents Seller shall consist of the followinghave delivered to Purchaser: (a) This Agreement Good and sufficient special warranty deeds, with legal descriptions based on the deeds by which Seller received title to the Properties, and quitclaim deeds with legal descriptions based on the Surveys, if the Surveys indicate any differing legal descriptions, all in forms as shall be customary in the various jurisdictions in which the Properties are located, with respect to all of the Properties, in proper statutory form for recording, duly executed and acknowledged by Seller, conveying fee simple title to the Purchaser applicable Properties, free from all liens and encumbrances other than the SellerPermitted Encumbrances; (b) A certificate ▇▇▇▇ of the sale and assignment agreement, in form and substance reasonably satisfactory to Seller and Purchaser, duly executed and acknowledged by Seller, executed by a duly authorized officer with respect to all of Seller's right, title and interest in, to and under the Seller and dated FF&E, the Closing Date, and upon which the Purchaser Documents and the Underwriters may rely, Intangible Property with respect to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing DateProperties; (c) An officer's certificate from an officer A ▇▇▇▇ of the Seller (signed sale and assignment agreement, in his/her capacity as an officer)form and substance reasonably satisfactory to Seller, dated the Closing DatePurchaser and Tenant, duly executed and upon which the Purchaser may relyacknowledged by Seller, to Tenant, with respect to all of Seller's right, title and interest in, to and under the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, Inventory and the signatures of such persons appearing on such documents and certificates are their genuine signaturesContracts, with respect to the Properties; (d) An officerDuly executed and acknowledged memoranda of lease, setting forth the material terms of each Lease, in form and substance reasonably satisfactory to Seller and Purchaser; (e) Duly executed transfer tax forms, as required by applicable law; (f) Duly executed environmental disclosure forms, as and to the extent required by applicable law; (g) To the extent the same are in Seller's certificate from an officer possession, original, fully executed copies of all Contracts pertaining to the Properties; (h) A duly executed copy of the Lease and all other documents and sums required to be delivered by Seller and/or the Tenant pursuant thereto; (signed in his/her capacity as an officer), dated i) A duly executed copy of the Closing Date, and upon which franchise agreement between the Purchaser Tenant and the Underwriters may rely, to the effect that franchisor with respect to each of the SellerProperties; (j) Certified copies of all charter documents, the Mortgage Loans, the related Mortgagors applicable corporate resolutions and certificates of incumbency with respect to Seller and the related Mortgaged Properties Tenant; (ik) such officer has carefully examined the Specified Portions an affidavit of Seller in accordance with Section 1445 of the Prospectus Supplement Code and nothing has come such documentation as shall be required to his attention that would lead him to believe that comply with the Specified Portions reporting requirements of Section 1099-S of the Prospectus SupplementCode; and (l) Such other conveyance documents, certificates, deeds, and other instruments as of the date of the Prospectus Supplement, may be required by this Agreement or as of Purchaser or the Closing Date, included or include any untrue statement of a material fact relating Title Company may reasonably require to effectuate the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutionstransactions contemplated hereunder." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by An Officer’s Certificate of the Purchaser Seller, dated the 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; (b) A certificate An Officer’s Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing DatePurchaser; (c) An officer's certificate from an officer Opinion of Counsel of the Seller (signed in his/her capacity as an officerwhich may be in-house counsel of the Seller), dated the Closing Date, Date and upon which the Purchaser may rely, addressed to the effect that each individual whoPurchaser, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, Underwriters and the signatures of such persons appearing on such documents and certificates are their genuine signaturesNIMS Insurer, if any; (d) An officer's certificate from an officer Such opinions of counsel as the Rating Agencies, the Underwriters, the Trustee, the Delaware Trustee or the NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (signed in his/her capacity as an officer)e) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the Closing Date, date hereof and upon which the Purchaser and the Underwriters may rely, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions “Summary of Terms—Mortgage Loans,” “Risk Factors,” “The Sponsor,” “Static Pool Information,” “The Mortgage Pool” and “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the records of the Seller; (f) The Seller shall deliver or make available to the Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and “Static Pool Information” or for inclusion in other offering materials, such publicly available information regarding the Seller, its financial condition, underwriting standards, lending activities and loan sales, production, static pool information and servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the Sellerpool information, as the Mortgage Loans, Underwriters may reasonably request; (g) Letters from at least two nationally recognized statistical rating agencies rating the related Mortgagors and the related Mortgaged Properties Offered Certificates (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of as defined in the Prospectus Supplement); and (h) Such further information, certificates, opinions and documents as of the date of Purchaser or the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsUnderwriters may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of ----------------- the following: (a) This Agreement duly executed by the Purchaser and the Seller;. (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Datedate hereof, and upon which the Purchaser and the Underwriters its successors and assigns may rely, to the effect that: (i) the representations and warranties of that the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, has complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at on or prior to the Closing Date;date hereof. (c) An officerTrue, complete and correct copies of the Seller's certificate from an officer of incorporation and by-laws; (d) A good standing certificate of the Seller from the Secretary of State of Delaware, dated not earlier than 30 days prior to the date hereof. (signed in his/her capacity as an officer)e) A certificate of the Secretary of the Seller, dated the Closing Datedate hereof, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date date hereof in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Datedate hereof, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;. (df) An officer's certificate from an officer opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special counsel to the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, date hereof and upon which in the form attached hereto as Exhibit 3. (g) Such other opinions of counsel as the Rating Agencies or the Credit Enhancer may request in connection with the sale of the Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement. (h) A letter from KPMG Peat Marwick LLP, certified public accountants, dated the Underwriters may relydate hereof, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Memorandum under the caption "The Pool" agrees with respect to the records of the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties . (i) such officer has carefully examined Such further certificates, opinions and documents as the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officers' Certificate of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller hasProspectus Supplement, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement relating to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller and Master Servicer, and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement applicable loan portfolio, is true and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) such officer has examined the Specified Portions if any of the Memorandum Class M-7, Class CE or Class P Certificates are offered on the Closing Date pursuant to a private placement memorandum, the Seller and nothing has come to his attention that would lead him to believe the Master Servicer shall deliver an Officer's Certificate stating that the Specified Portions same information contained in such private placement memorandum is true and accurate in all material respects; (b) An Officers' Certificate of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light Purchaser, the Certificate Insurer and the Underwriters; (d) Such opinions of counsel from the Purchaser's or Seller's counsel as the Rating Agencies may request in connection with the sale of the circumstances under 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 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 were madedetermined that certain information of an accounting, not misleading. financial or statistical nature set forth in the Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool"Specified Portions" , "Yield on the Certificates", "Description of the Prospectus Supplement shall consist of Annex A theretoCertificates", the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the "Pooling and Servicing Agreement: --The Seller and Master Servicer"Summary , Annex II and Annex III agrees with the records of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.Seller;

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A An officers’ certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller under the laws of California and stating that the information contained in this Agreement are the Prospectus Supplement, relating to the Mortgage Loans and the Seller, and the applicable loan portfolio, is true and correct accurate in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) such officer has examined the Specified Portions if any of the Memorandum and nothing has come Certificates are offered on the Closing Date pursuant to his attention that would lead him to believe a private placement memorandum, the Seller shall deliver an Officer’s Certificate stating that the Specified Portions same information contained in such private placement memorandum is true and accurate in all material respects; (b) An officers’ certificate of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans by the Seller to the Purchaser; (c) An opinion of counsel for 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 omitted 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 omit the Seller’s execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely; (e) 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 state therein the effect that they have performed certain specified procedures as a material fact necessary result of which they determined that certain information of an accounting, financial or statistical nature set forth in order 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 make the statements therein related to Prospectus Supplement agrees with the records of the Seller; (g) The Seller shall deliver for inclusion in the Prospectus Supplement under the caption “The Mortgage Pool—Underwriting Standards of the Originator and Representations Concerning the Mortgage Loans” or for inclusion in other offering material such publicly available information regarding its financial condition, in the light of the circumstances under which they were madeunderwriting standards, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A theretolending activities and loan sales, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) production, and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of collection practices, and any similar nonpublic, unaudited financial information; and (h) Such further information, certificates, opinions and documents as the Pooling and Servicing Agreement: "Summary of Purchaser or the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsUnderwriters may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer 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 this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co--Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated Except as expressly set forth herein or in the Closing DateDocuments, Seller will not have any liability to Purchaser, and upon which the Purchaser and the Underwriters may relyshall release Seller from any liability (including, to the effect thatwithout limitation, contractual and/or statutory actions for contribution or indemnity), for, concerning, or regarding: (i) the representations nature and warranties condition of the Seller in this Agreement are true and correct in all material respects at and as of Property, including, without limitation, the Closing Date with the same effect as if made on such datesuitability thereof for any activity or use; and (ii) any improvements or substances located thereon; or (iii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer compliance of the Seller (signed in his/her capacity as an officer)Property with any laws, dated the Closing Daterules, and upon which the Purchaser may relyordinances, to the effect that each individual whoor regulations of any government or other body. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 13 OF THIS AGREEMENT OR ANY CLOSING DOCUMENT, as an officer or representative of the SellerSELLER HAS NOT MADE, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinDOES NOT MAKE, was at the respective times of such signing and deliveryAND EXPRESSLY DISCLAIMS, and is as of the Closing DateANY WARRANTIES, duly elected or appointedREPRESENTATIONS, qualified and acting as such officer or representativeCOVENANTS OR GUARANTEES, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer)EXPRESSED OR IMPLIED, dated the Closing DateOR ARISING BY OPERATION OF LAW, and upon which the Purchaser and the Underwriters may relyAS TO THE MERCHANTABILITY, to the effect that with respect to the SellerHABITABILITY, the Mortgage LoansQUANTITY, the related Mortgagors and the related Mortgaged Properties QUALITY, OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR ITS SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. PURCHASER AFFIRMS THAT AS OF THE EXPIRATION OF THE INSPECTION PERIOD, IT WILL HAVE HAD ADEQUATE TIME TO: (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 INVESTIGATE AND INSPECT THE PROPERTY AND BECOME FAMILIAR AND SATISFY ITSELF WITH THE PHYSICAL CONDITION OF THE PROPERTY; AND (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the MemorandumMAKE ITS OWN DETERMINATION AS TO THE MERCHANTABILITY, as of the date thereof or as of the Closing DateQUANTITY, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage LoansQUALITY, in the light of the circumstances under which they were madeAND CONDITION OF THE PROPERTY, not misleadingINCLUDING, WITHOUT LIMITATION, THE POSSIBLE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION AND THE PROPERTY’S SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A theretoON THE CLOSING DATE, the diskette which accompanies the Prospectus Supplement EXCEPT AS OTHERWISE SET FORTH HEREIN, PURCHASER SHALL ACCEPT THE PROPERTY IN ITS PRESENT CONDITION (insofar as such diskette is consistent with such Annex AINCLUDING ENVIRONMENTAL CONDITIONS) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus SupplementON AN “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS” BASIS. PURCHASER FURTHER ACKNOWLEDGES THAT WITHOUT THIS ACCEPTANCE, THIS SALE WOULD NOT BE MADE AND THAT SELLER DOES NOT HAVE, AND WILL NOT UNDER ANY CIRCUMSTANCES HAVE, ANY OBLIGATION WHATSOEVER TO UNDERTAKE ANY REPAIR, ALTERATION, REMEDIATION, OR OTHER WORK OF ANY KIND WITH RESPECT TO ANY PORTION OF THE PROPERTY. PURCHASER AND ITS SUCCESSORS AND ASSIGNS HAVE, AND SHALL BE DEEMED TO HAVE, ASSUMED ALL RISK AND LIABILITY WITH RESPECT TO THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION ON OR WITHIN OR UNDER THE SURFACE OF THE PROPERTY, WHETHER KNOWN OR UNKNOWN, APPARENT, NON-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsAPPARENT OR LATENT, AND WHETHER EXISTING BEFORE, AT, OR AFTER THE TRANSFER OF THE PROPERTY. PURCHASER AND ITS SUCCESSORS AND ASSIGNS HEREBY RELEASE SELLER OF AND FROM ANY AND ALL RESPONSIBILITY, LIABILITY, OBLIGATIONS, AND CLAIMS, KNOWN OR UNKNOWN, INCLUDING, WITHOUT LIMITATION, ANY OBLIGATION TO TAKE THE PROPERTY BACK OR REDUCE THE PRICE, OR ACTIONS FOR CONTRIBUTION OR INDEMNITY, THAT PURCHASER OR ITS SUCCESSORS AND ASSIGNS MAY HAVE AGAINST SELLER OR THAT MAY ARISE IN THE FUTURE, BASED IN WHOLE OR IN PART, UPON THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR WASTE OR OTHER ENVIRONMENTAL CONTAMINATION ON OR WITHIN OR UNDER THE SURFACE OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ALL RESPONSIBILITY, LIABILITY, OBLIGATIONS, AND CLAIMS THAT MAY ARISE UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, AS AMENDED 42 U.S.C. § 9601 ET SEQ." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum., THE RESOURCE

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by An Officer’s Certificate of the Purchaser Seller, dated the 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; (b) A certificate An Officer’s Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing DatePurchaser; (c) An officer's certificate from an officer Opinion of Counsel of the Seller (signed in his/her capacity as an officerwhich may be in-house counsel of the Seller), dated the Closing Date, Date and upon which the Purchaser may rely, addressed to the effect that each individual whoPurchaser, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, Underwriters and the signatures of such persons appearing on such documents and certificates are their genuine signaturesNIMS Insurer, if any; (d) An officer's certificate from an officer Such opinions of counsel as the Rating Agencies, the Underwriters, the Trustee, the Delaware Trustee or the NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (signed in his/her capacity as an officer)e) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the Closing Date, date hereof and upon which the Purchaser and the Underwriters may rely, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions “Summary of Terms—Mortgage Loans,” “Risk Factors,” “The Sponsor,” “Static Pool Information,” “The Mortgage Pool” and “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the records of the Seller; (f) The Seller shall deliver or make available to the Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and “Static Pool Information” or for inclusion in other offering materials, such publicly available information regarding the Seller, its financial condition, underwriting standards, lending activities and loan sales, production, static pool information and servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the Sellerpool information, as the Mortgage Loans, Underwriters may reasonably request; (g) Letters from at least two nationally recognized statistical rating agencies rating the related Mortgagors and the related Mortgaged Properties Offered Certificates (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of as defined in the Prospectus Supplement); and (h) Such further information, certificates, opinions and documents as of the date of Purchaser or the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsUnderwriters may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officers' Certificate of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters Underwriter may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller hasProspectus Supplement, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement relating to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement Master Servicer, and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplementits loan portfolio, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include is true and accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) if the Class M-4, Class CE Certificates or Class P Certificates are offered on the Closing Date pursuant to a Private Placement Memorandum, the Seller and the Master Servicer shall deliver an Officer's Certificate stating that the same information contained in such officer has examined the Specified Portions Private Placement Memorandum is true and accurate in all material respects; (b) An Officers' Certificate of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriter may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light 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 circumstances under 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 were madedetermined that certain information of an accounting, not misleading. financial or statistical nature set forth in (i) the Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool"Specified Portions" , "Yield on the Certificates", "Description of the Prospectus Supplement shall consist of Annex A theretoCertificates", the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the "Pooling and Servicing Agreement: --The Seller and Master Servicer"Summary , Annex II and Annex III and (ii) the Private Placement Memorandum, under the caption "Yield and Prepayment Considerations" agrees with the records of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement Seller and the first and second full paragraphs on page "iii" of the Memorandum.Master Servicer;

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by An Officers' Certificate of the Purchaser Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser, Bear, Stearns & Co. Inc. "Representative") and the SellerCertificate Insurer may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) A certificate An Opinion of Counsel of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, in form satisfactory to and addressed to the Purchaser, the Certificate Insurer and the Representative; (c) Such opinions of counsel as the Rating Agencies, the Certificate Insurer 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; (d) An Officers' Certificate of each Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser Purchaser, the Certificate Insurer and the Underwriters Representative may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of each Servicer; (e) An Officers' Certificate of each Servicer, dated the Closing Date, in form satisfactory to and upon which the effect that: (i) Purchaser, the Certificate Insurer and the Representative may rely, stating that on the Closing Date the representations and warranties of the Seller Servicer contained in this the Pooling and Servicing Agreement are will be true and correct in all material respects at and as no event has occurred with respect to either Servicer that would constitute an Event of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing DateDefault thereunder; (cf) An officer's certificate from an officer Opinion of the Seller (signed in his/her capacity as an officer)Counsel of each Servicer, dated the Closing Date, in form satisfactory to and upon which addressed to the Purchaser may relyPurchaser, the Certificate Insurer and the Representative; (g) (i) A letter from KPMG L.L.P., certified public accountants, to the effect that each individual whothey have performed certain specified procedures as a result of which they determined that certain information of an accounting, as an officer financial or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date statistical nature set forth in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make Offered Certificates contained under the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The captions "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-Summary--The Mortgage Loans," "Risk Factors-," (to the extent of information concerning the Mortgage Loans contained therein) and "The Mortgage Loans,Pool" and "Description agrees with the records of the Mortgage Pool-General,Seller and the information contained under the caption "The Originator" "-Mortgage Loan History," "-Certain Terms and Conditions agrees with the records of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," Originator; and (h) Such further information, certificates, opinions and "-Representations and Warranties; Repurchases and Substitutionsdocuments as the Purchaser or the Representative may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents ShoLodge Parties shall consist of have delivered to the followingPurchaser: (a) This Agreement With respect to all of the Fee Properties, a good and sufficient warranty deed with covenants against grantor's acts, or its local equivalent, in proper statutory form for recording, duly executed and acknowledged by the Purchaser Sellers, conveying good and marketable title to the Sellerapplicable Fee Properties, free from all liens and encumbrances other than the Permitted Encumbrances; (b) A certificate With respect to all of the SellerGround Lease Property, an assignment and assumption agreement, in form and substance reasonably satisfactory to the Sellers and the Purchaser, duly executed and acknowledged by a duly authorized officer the holder of the Seller ground tenant's interest, with respect to all of such tenant's right, title and dated the Closing Date, and upon which the Purchaser and the Underwriters may relyinterest in, to and under the effect that: (i) Ground Lease together with the representations and warranties written consent of the Seller in this Agreement are true and correct in all material respects at and as of lessor under the Closing Date with the same effect as Ground Lease if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are consent is required under this Agreement to be performed or satisfied at or prior pursuant to the Closing Dateterms of such Ground Lease; (c) An officerestoppel certificate, in form and substance reasonably satisfactory to the Purchaser, from the lessor under the Ground Lease, confirming, to such party's certificate from an officer knowledge, that the Ground Lease, is in full force and effect, the amount of the Seller (signed in his/her capacity as an officer)rents and other sums payable thereunder, dated that, to the Closing Dateknowledge of the certifying party, no default or event which with the giving of notice and/or lapse of time could constitute a default has occurred and is continuing thereunder, and upon which regarding such other matters as the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signaturesreasonably require; (d) An officer's certificate from an officer A ▇▇▇▇ of sale and assignment agreement, in form and substance reasonably satisfactory to the Sellers and the Purchaser, duly executed and acknowledged by the Sellers, with respect to all of the Seller (signed in his/her capacity as an officer)Sellers' right, dated title and interest in, to and under the Closing DateFF&E, and upon which the Purchaser Contracts, the Documents, the Intangible Property and the Underwriters may rely, to the effect that Tenant Leases with respect to the SellerProperties; (e) A duly executed copy of the Lease, all of the Mortgage LoansIncidental Documents (as such term is defined in the Lease) and all other documents and sums required to be delivered by the ShoLodge Parties and/or the Tenant pursuant to the Agreement to Lease; (f) Certified copies of all charter documents, applicable corporate resolutions and certificates of incumbency with respect to the related Mortgagors ShoLodge Parties and the related Mortgaged Properties Tenant; and (ig) such officer has carefully examined Such other conveyance documents, certificates, deeds, affidavits and other instruments as the Specified Portions of Purchaser or the Prospectus Supplement and nothing has come Title Company may reasonably require to his attention that would lead him to believe that effectuate the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing transactions contemplated by this Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by An Officers’ Certificate of the Purchaser 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 SellerNIMS Insurer, if any, may rely and attached thereto copies of the certificate of incorporation, bylaws and certificate of good standing of the Seller under the laws of the State of Delaware; (b) A certificate An Officers’ Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Co-Representatives and the Underwriters NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing DatePurchaser; (c) An officer's certificate from an officer Opinion of Counsel of the Seller (signed in his/her capacity as an officerwhich may be in-house counsel of the Seller), dated the Closing Date, Date and upon which the Purchaser may rely, addressed to the effect that each individual whoPurchaser, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, Co-Representatives and the signatures of such persons appearing on such documents and certificates are their genuine signaturesNIMS Insurer, if any; (d) An officer's certificate from an officer Such opinions of counsel as the Rating Agencies, the Co-Representatives, the Trustee or the NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans and the Trust Swap Agreement by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (signed in his/her capacity as an officer)e) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the Closing Date, date hereof and upon which the Purchaser and the Underwriters may rely, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions “Summary of Terms—Mortgage Loans,” “Risk Factors,” “The Sponsor,” “Static Pool Information,” “The Mortgage Pool” and “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the records of the Seller; (f) The Seller shall deliver or make available to the Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and “Static Pool Information” or for inclusion in other offering materials, such publicly available information regarding the Seller and Washington Mutual Bank, their financial condition, Seller’s underwriting standards, lending activities and loan sales, production, static pool information and master servicing practices, and Washington Mutual Bank’s servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the Sellerpool information, as the Mortgage Loans, Co-Representatives may reasonably request; (g) Letters from at least two nationally recognized statistical rating agencies rating the related Mortgagors and the related Mortgaged Properties Offered Certificates (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of as defined in the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and a letter from at least one nationally recognized statistical rating agency rating the following sections of Class B Certificates; and (h) Such further information, certificates, opinions and documents as the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize Purchaser or the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsRepresentatives may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Seller shall consist of have delivered to the following:Purchaser: ----------------- (a) This Agreement A good and sufficient warranty deed with covenants against grantor's acts, or its local equivalent, with respect to all of the Properties which are Fee Properties, in proper statutory form for recording, duly executed and acknowledged by the Purchaser Seller, conveying good and marketable title to the Sellerapplicable Fee Properties, free from all liens and encumbrances other than the Permitted Encumbrances; (b) A certificate With respect to all of the Properties which are Ground Lease Properties, an assignment and assumption agreement, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller, with respect to all of the Seller's right, executed by a duly authorized officer title and interest in, to and under the Ground Leases together with the written consent of each of the Seller and dated lessors under the Closing Date, and upon which the Purchaser and the Underwriters may rely, applicable Ground Leases if such consent is required pursuant to the effect that: (i) the representations and warranties terms of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing DateGround Leases; (c) An officer's certificate estoppel certificate, in form and substance reasonably satisfactory to the Purchaser, from an officer each of the Seller (signed lessors under the applicable Ground Leases, confirming, to such lessor's knowledge, that each such Ground Lease is in his/her capacity as an officer)full force and effect, dated the Closing Dateamount of the rents and other sums payable thereunder, that, to the knowledge of the lessor thereunder, no default or event which with the giving of notice and/or lapse of time could constitute a default has occurred and is continuing thereunder, and upon which regarding such other matters as the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signaturesreasonably require; (d) An officer's certificate from an officer A ▇▇▇▇ of sale and assignment agreement, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller, with respect to all of the Seller (signed in his/her capacity as an officer)Seller's right, dated title and interest in, to and under the Closing DateFF&E, and upon which the Purchaser Contracts, the Documents, the Intangible Property and the Underwriters may rely, to the effect that Tenant Leases with respect to the Properties; (e) To the extent the same are in the Seller's possession, originally, fully executed copies of all agreements pertaining to the Properties; (f) Duly executed copies of the Leases, all of the Incidental Documents (as such term is defined in the Leases) and all other documents required to be delivered to the Purchaser to the Agreement to Lease; (g) Duly executed copies of the Management Agreements; (h) Certified copies of all charter documents, applicable corporate resolutions and certificates of incumbency with respect to the Seller and its general partner, the Mortgage Loans, the related Mortgagors Tenant and the related Mortgaged Properties manager under the Management Agreements; and (i) such officer has carefully examined Such other conveyance documents, certificates, deeds, affidavits and other instruments as the Specified Portions of Purchaser or the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsTitle Company may reasonably require." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by the Purchaser and An Officers’ Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser, M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. Incorporated (the “Representative”) may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) A certificate An Opinion of Counsel of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (c) 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; (d) An Officers’ Certificate of the Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters Representative may rely, to the effect that: (i) the representations and warranties attached thereto copies of the Seller in this Agreement are true certificate of formation, limited liability company agreement and correct in all material respects at and as certificate of good standing of the Closing Date with Servicer under the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datelaws of Delaware; (ce) An officer's certificate from an officer Officers’ Certificate of the Seller (signed in his/her capacity as an officer)Servicer, dated the Closing Date, and upon which the Purchaser may rely, in form satisfactory to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters Representative may rely, stating that on the Closing Date the representations and warranties of the Servicer contained in the Pooling and Servicing Agreement will be true and correct and no event has occurred with respect to the Servicer that would constitute an Event of Default thereunder; (f) An Opinion of Counsel of the Servicer, dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (g) (i) A letter from KPMG L.L.P., certified public accountants, to the effect that with respect to the Sellerthey have performed certain specified procedures as a result of which they determined that certain information of an accounting, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of financial or statistical nature set forth in the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make Offered Certificates contained under the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-captions “Summary—The Mortgage Loans," "” “Risk Factors-,” (to the extent of information concerning the Mortgage Loans contained therein) and “The Mortgage Loans," and "Description Pool” agrees with the records of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms Seller and Conditions the information contained under the caption “The Originators” agrees with the records of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," Originators; and (h) Such further information, certificates, opinions and "-Representations and Warranties; Repurchases and Substitutionsdocuments as the Purchaser or the Representative may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Greenwich Capital Markets, Inc. (the Seller"Representative") and the NIMS Insurer, if any, may rely and attached thereto copies of the certificate of incorporation, bylaws and certificate of good standing of the Seller under the laws of the State of Delaware; (b) A certificate An Officers' Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Representative and the Underwriters NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing DatePurchaser; (c) An officer's certificate from an officer Opinion of Counsel of the Seller (signed in his/her capacity as an officerwhich may be in-house counsel of the Seller), dated the Closing Date, Date and upon which the Purchaser may rely, addressed to the effect that each individual whoPurchaser, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, Representative and the signatures of such persons appearing on such documents and certificates are their genuine signaturesNIMS Insurer, if any; (d) An officer's certificate from an officer Such opinions of counsel as the Rating Agencies, the Representative, the Trustee or the NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans and the Yield Maintenance Agreements by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (signed in his/her capacity as an officer)e) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the Closing Date, date hereof and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Sellerthey have performed certain specified procedures as a result of which they determined that certain information of an accounting, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of financial or statistical nature set forth in the Prospectus Supplement and nothing has come to his attention that would lead him to believe that under the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: captions "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Terms--Mortgage Loans," ", "Risk Factors-", "The Mortgage Loans,Pool" and "Description Long Beach Mortgage Company" agrees with the records of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.Seller;

Closing Documents. The Closing Documents shall consist sale of the following: (a) This Agreement duly executed Offered Shares by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and Agents hereunder shall be conditional upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the all representations and warranties and other statements of the Seller in this Agreement are Corporation herein being, at and as of the Closing Time, true and correct in all material respects, the Corporation having performed in all material respects, at the Closing Time, all of its obligations hereunder theretofore to be performed and the Agents receiving at the Closing Time: (a) favourable legal opinions of the Corporation's counsel addressed to the Agents and the Agents’ Counsel, in form and substance reasonably satisfactory to the Agents, with respect to such matters as the Agents may reasonably request relating to the Corporation, the offering of the Offered Shares and the transactions contemplated hereby, including, without limitation, that: (i) the Corporation has the capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectuses; (ii) the Corporation has been duly incorporated, amalgamated or continued and is validly subsisting and has all requisite corporate capacity, power and authority to carry on its business as now conducted by it and to own its properties and assets and is qualified to carry on business under the laws of each of the jurisdictions in which it carries on a material portion of its business; (iii) the Corporation has full corporate power and authority to enter into this Agreement and to perform its obligations set out herein and this Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except that the validity, binding effect and enforceability of the terms of agreements and documents are subject to customary qualifications and assumptions; (iv) the execution and delivery of this Agreement and the fulfillment of the terms hereof by the Corporation, and the performance of and compliance with the terms of this Agreement by the Corporation does not and will not result in a breach of, or constitute a default under, and does not and will 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: (a) any applicable laws of the Province of British Columbia or the federal laws of Canada applicable therein; (b) any term or provision of the articles, notice of articles or other constating documents, as applicable, of the Corporation; (c) of which counsel is aware, any resolutions of the shareholders or directors of the Corporation; (d) of which counsel is aware, any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound; or (e) of which counsel is aware, any judgment, decree or order, of any court, governmental agency or body or regulatory authority having jurisdiction over or binding the Corporation or its properties or assets; (v) the Offered Shares have been validly issued as fully paid and non-assessable Common Shares of the Corporation; (vi) the Corporation is a "reporting issuer" not in default of any requirement of the Securities Act (British Columbia) and the regulations thereunder and has a similar status under the Canadian Securities Laws of each of the Qualifying Provinces where Offered Shares were distributed; (vii) the attributes of the Offered Shares conform in all material respects with the description thereof contained in the Prospectuses; (viii) the Offered Shares are eligible investments as set out under the heading "Eligibility for Investment" in the Prospectuses; (ix) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the Canadian Securities Laws of each of the Qualifying Provinces in order to qualify the Offered Shares 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 Canadian Securities Laws; (x) the Corporation has the necessary corporate power and authority to execute and deliver the Prospectuses and all necessary corporate action has been taken by the Corporation 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 Canadian Securities Laws; (xi) subject only to the Standard Listing Conditions, the Offered Shares have been conditionally accepted for listing on the Exchange and upon notice to the Exchange shall be posted for trading as at the opening of business on the Closing Date; (xii) Computershare Investor Services Inc. has been duly appointed by the Corporation as the transfer agent and registrar for the Common Shares (including the Offered Shares); (xiii) the authorized and issued capital of the Corporation; and as to all other legal matters, including compliance with Canadian Securities Laws in any way connected with the issuance, sale and delivery of the Offered Shares as the Agents may reasonably request. It is understood that 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 Corporation, the transfer agent and the Corporation's Auditors as to relevant matters of fact. It is further understood that the Agents’ counsel may rely on the opinion of the Corporation's counsel as to matters which specifically relate to the Corporation or the Offered Shares, including the issuance of the Offered Shares; (b) the Agents shall have received legal opinions addressed to the Agents and the Agents’ counsel in form and substance satisfactory to the Agents, acting reasonably, dated as of the Closing Date Date, from counsel to each of the North American Subsidiaries, which counsel in turn may rely, as to matters of fact, on certificates of auditors, public officials and officers of the North American Subsidiaries, as appropriate, with respect to the same effect following matters: (i) each of the North American Subsidiaries is a corporation existing under the laws of the jurisdiction in which it was incorporated, amalgamated or continued, as if made the case may be, and has all requisite corporate power to carry on such dateits business as now conducted and to own, lease and operate its property and assets; and (ii) the Seller haspercentage of the issued and outstanding shares of each of the North American Subsidiaries are registered, directly or indirectly, in the name of the Corporation; (c) if any Offered Shares are sold in the United States, a favourable legal opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, the Corporation's special United States counsel, dated the Closing Date, in form and substance reasonably satisfactory to the Agents, which opinion may be subject to usual and customary qualifications for opinions of this type, to the effect that it is not necessary in connection with the offer, sale and delivery of the Offered Shares by the Corporation or to the Agents under this Agreement or in connection with the initial resale of the Offered Shares by the Agents in accordance with the provisions of this Agreement to register the Offered Shares under the U.S. Securities Act, it being understood that no opinion is expressed as to any subsequent reoffer or resale of Offered Shares; (d) if any Offered Shares are sold in the UK, a favourable legal opinion of the Corporation's special UK counsel, dated the Closing Date, in form and substance reasonably satisfactory to the Agents, which opinion may be subject to usual and customary qualifications for opinions of this type; (e) a certificate of the Corporation dated the Closing Date, addressed to the Agents and signed on behalf of the Corporation by the President and Chief Executive Officer and the Chief Financial Officer of the Corporation or such other officers of the Corporation satisfactory to the Agents, acting reasonably, certifying that: (i) the Corporation has complied with and satisfied, in all material respects, complied with all the agreements terms and satisfied all the conditions of this Agreement on its part that are required under this Agreement to be performed complied with or satisfied at or prior to the Closing DateTime; (cii) An officer's certificate from an officer the representations and warranties of the Seller Corporation set forth in this Agreement are true and correct, in all material respects, at the Closing Time as if made at such time; (signed iii) no event of a nature referred to in his/her capacity as an officersubsections 6(a), 6(b), 11(a)(i), 11(a)(ii) or 11(a)(iv) has occurred, or is pending, contemplated, or, to the knowledge of such officer, threatened (excluding any requirement to make any determination as to any Agent’s opinion); and each such statement shall be true and the Agents shall have no knowledge to the contrary; (f) a comfort letter of the Corporation's Auditors and those other auditors required to provide a "comfort letter" pursuant to subsection 4(c) addressed to the Agents and dated the Closing Date, satisfactory in form and upon which the Purchaser may rely, substance to the effect that each individual whoAgents, as an officer or representative of acting reasonably, bringing the Seller, signed this Agreement or any other document or certificate delivered on or before information contained in the comfort letters referred to in subsection 4(c) hereof up to the Closing Date in connection with the transactions contemplated hereinTime, was at the respective times of such signing and delivery, and is as of which comfort letters shall be not more than two Business Days prior to the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (dg) An officer's certificate from an officer evidence satisfactory to the Agents, acting reasonably, that the Offered Shares have been conditionally accepted by the Exchange and upon notice to the Exchange the Offered Shares shall be posted for trading as at the opening of the Seller (signed in his/her capacity as an officer), dated business on the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties ; and (ih) such officer has carefully examined other certificates and documents as the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementAgents may request, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutionsacting reasonably." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officers' Certificate of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser Purchaser, the Certificate Insurer and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller hasProspectus Supplement, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement relating to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement Master Servicer, and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplementits loan portfolio, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include is true and accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) if the Class CE Certificates and Class P Certificates are offered on the Closing Date pursuant to a Private Placement Memorandum, the Seller and the Master Servicer shall deliver an Officer's Certificate stating that the same information contained in such officer has examined the Specified Portions Private Placement Memorandum is true and accurate in all material respects; (b) An Officers' Certificate of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement 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 a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light Purchaser, the Certificate Insurer and the Underwriters; (d) Such opinions of counsel from the Purchaser's or Seller's counsel as the Rating Agencies may request in connection with the sale of the circumstances under Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely; (e) A letter from Deloitte & Touche 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 were madedetermined that certain information of an accounting, not misleading. financial or statistical nature set forth in the Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool"Specified Portions" , "Yield on the Certificates", "Description of the Prospectus Supplement shall consist of Annex A theretoCertificates", the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the "Pooling and Servicing Agreement: --The Seller and Master Servicer"Summary , agrees with the records of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement Seller and the first and second full paragraphs on page "iii" of the Memorandum.Master Servicer;

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by An Officers' Certificate of the Purchaser Seller, dated the Closing Date, upon which the Purchaser, Greenwich Capital Markets, Inc. and WaMu Capital Corp. (the "Co-Representatives") and the SellerNIMS Insurer, if any, may rely and attached thereto copies of the certificate of incorporation, bylaws and certificate of good standing of the Seller under the laws of the State of Delaware; (b) A certificate An Officers' Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Co-Representatives and the Underwriters NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing DatePurchaser; (c) An officer's certificate from an officer Opinion of Counsel of the Seller (signed in his/her capacity as an officerwhich may be in-house counsel of the Seller), dated the Closing Date, Date and upon which the Purchaser may rely, addressed to the effect that each individual whoPurchaser, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, Co-Representatives and the signatures of such persons appearing on such documents and certificates are their genuine signaturesNIMS Insurer, if any; (d) An officer's certificate from an officer Such opinions of counsel as the Rating Agencies, the Co-Representatives, the Trustee or the NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans and the Cap Agreements by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (signed in his/her capacity as an officer)e) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the Closing Date, date hereof and upon which the Purchaser and the Underwriters may rely, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions "Summary of Terms--Mortgage Loans", "Risk Factors", "The Mortgage Pool" and "Long Beach Mortgage Company" agrees with the records of the Seller; (f) The Seller shall deliver to the Purchaser for inclusion in the Prospectus Supplement under the caption "Long Beach Mortgage Company" or for inclusion in other offering materials, such publicly available information regarding the Seller, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the Sellerpool information, as the Mortgage Loans, Representative may reasonably request; (g) Letters from at least two nationally recognized statistical rating agencies rating the related Mortgagors and the related Mortgaged Properties Offered Certificates (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of as defined in the Prospectus Supplement); and (h) Such further information, certificates, opinions and documents as of the date of Purchaser or the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingRepresentative may reasonably request. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsSECTION 10." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by the Purchaser and An 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 under the laws of New York; (b) A certificate An Officers' Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, MBIA and the Underwriters Underwriter may rely, in the form of Exhibit 4 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing DatePurchaser; (c) An officer's certificate from an officer Opinion of Counsel of the Seller Seller, dated the Closing Date and addressed to the Originator, the Purchaser, MBIA and the Underwriter, substantially in the form attached hereto as Exhibit 5; (signed in his/her capacity as an officer)d) An Officer's Certificate of the Originator, dated the Closing Date, and upon which the Purchaser Seller, the Purchaser, MBIA and the Underwriter may rely, to in the effect that each individual whoform of Exhibit 6 hereto, as an officer or representative and attached thereto copies of the Sellercertificate of incorporation, signed this Agreement or any other document or by-laws and certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as good standing of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and Originator under the signatures laws of such persons appearing on such documents and certificates are their genuine signaturesDelaware; (de) An officer's certificate from an officer opinion of Counsel of the Seller (signed in his/her capacity as an officer)Originator, dated the Closing Date, Date and upon which the Purchaser and the Underwriters may rely, to the effect that with respect addressed to the Seller, the Mortgage LoansPurchaser, the related Mortgagors MBIA and the related Mortgaged Properties Underwriter, substantially in the form attached hereto as Exhibit 7; (f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (g) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated January 22, 1997 in the Summary under the subheading "The Mortgage Pool" and under the captions "The Mortgage Pool" and "Pooling and Servicing (h) The Originator shall deliver to the Seller for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, Inc., Asset-Backed Floating Rate Certificates, Series 1997-LB1, under the captions "The Mortgage Pool-- Underwriting Standards; Representations" and "Pooling and Servicing Agreement-- The Originator and Master Servicer" , or for inclusion in other offering material such publicly available information regarding the Originator, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; (i) such officer has carefully examined A letter from Deloitte & Touche L.L.P., certified public accountants, dated the Specified Portions 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 and nothing has come to his attention that would lead him to believe that the Specified Portions of the Purchaser's Prospectus Supplement, as of dated January 22, 1997 under the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: captions "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of , "Yield on the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans,Certificates" and "Description of the Mortgage Pool-General,Certificates" "-Mortgage Loan History," "-Certain Terms and Conditions agrees with the records of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," Seller; and (j) Such further information, certificates, opinions and "-Representations and Warranties; Repurchases and Substitutionsdocuments as the Purchaser, MBIA or the Underwriter may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by An Officers’ Certificate of the Purchaser 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 SellerNIMS Insurer, if any, may rely and attached thereto copies of the certificate of incorporation, bylaws and certificate of good standing of the Seller under the laws of the State of Delaware; (b) A certificate An Officers’ Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing DatePurchaser; (c) An officer's certificate from an officer Opinion of Counsel of the Seller (signed in his/her capacity as an officerwhich may be in-house counsel of the Seller), dated the Closing Date, Date and upon which the Purchaser may rely, addressed to the effect that each individual whoPurchaser, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, Underwriters and the signatures of such persons appearing on such documents and certificates are their genuine signaturesNIMS Insurer, if any; (d) An officer's certificate from an officer Such opinions of counsel as the Rating Agencies, the Underwriters, the Trustee or the NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans and the Trust Swap Agreement by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (signed in his/her capacity as an officer)e) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the Closing Date, date hereof and upon which the Purchaser and the Underwriters may rely, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions “Summary of Terms—Mortgage Loans,” “Risk Factors,” “The Sponsor,” “Static Pool Information,” “The Mortgage Pool” and “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the records of the Seller; (f) The Seller shall deliver or make available to the Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and “Static Pool Information” or for inclusion in other offering materials, such publicly available information regarding the Seller and Washington Mutual Bank, their financial condition, Seller’s underwriting standards, lending activities and loan sales, production, static pool information and master servicing practices, and Washington Mutual Bank’s servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the Sellerpool information, as the Mortgage Loans, Underwriters may reasonably request; (g) Letters from at least two nationally recognized statistical rating agencies rating the related Mortgagors and the related Mortgaged Properties Offered Certificates (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of as defined in the Prospectus Supplement); and (h) Such further information, certificates, opinions and documents as of the date of Purchaser or the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsUnderwriters may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents applicable Candlewood Parties shall consist of have delivered to the followingPurchaser with respect to the applicable Property: (a) This Agreement A good and sufficient warranty deed with covenants against grantor's acts, or its local equivalent, in proper statutory form for recording, duly executed and acknowledged by the Purchaser Sellers, conveying good and marketable title to the Sellerapplicable Fee Properties, free from all liens and encumbrances other than the Permitted Encumbrances; (b) A certificate bill of sale and assignment agreement, in form a▇▇ substance reasonably satisfactory to the Sellers and the Purchaser, duly executed and acknowledged by the Sellers, with respect to all of the SellerSellers' right, executed by a duly authorized officer of title and interest in, to and under the Seller and dated FF&E, the Closing DateContracts, and upon which the Purchaser Documents, the Intangible Property and the Underwriters may rely, Tenant Leases with respect to the effect that: (i) Properties and the representations and Sellers' rights under all builder's warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior respect to the Closing Dateapplicable Property; (c) An officer's certificate from an officer A copy of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that final duly issued certificate of occupancy for each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signaturesapplicable Properties; (d) A Sellers' closing certificate in the form attached hereto as Schedule D; (e) An officerarchitect's certificate from an officer in the form attached hereto as Schedule E; (f) An engineer's certificate in the form attached hereto as Schedule F; (g) A duly executed copy of the Seller Lease, or applicable amendment thereto, all of the Incidental Documents (signed as such term is defined in his/her capacity as an officer), dated the Closing Date, Lease) and upon which all other documents and sums required to be delivered by the Purchaser and Candlewood Parties and/or the Underwriters may rely, Tenant pursuant to the effect that Agreement to Lease; (h) Certified copies of all charter documents, applicable corporate resolutions and certificates of incumbency with respect to the Seller, the Mortgage Loans, the related Mortgagors applicable Candlewood Parties and the related Mortgaged Properties Tenant; and (i) such officer has carefully examined Such other conveyance documents, certificates, deeds, affidavits and other instruments as the Specified Portions of Purchaser or the Prospectus Supplement and nothing has come Title Company may reasonably require to his attention that would lead him to believe that effectuate the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing transactions contemplated by this Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser Purchaser, the Seller and the SellerCWCapital; (b) A certificate of each of the SellerSeller and CWCapital, executed by a duly authorized officer of the Seller and CWCapital, respectively, dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller and CWCapital in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller it has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of each of the Seller and CWCapital (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the SellerSeller and CWCapital, respectively, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of each of the Seller and CWCapital (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that with respect to the Sellerit, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement, together with all other Time of Sale Information delivered prior to the Time of Sale, and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus Supplement, together with all other Time of Sale Information delivered prior to the Time of Sale, as of the Time of Sale, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (iiiii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof thereof, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable, shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable, (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement-SUMMARY OF PROSPECTUS SUPPLEMENT--The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-, "SUMMARY OF PROSPECTUS SUPPLEMENT--The Mortgage Loans," "Risk Factors-, "RISK FACTORS--The Mortgage Loans," ", and "Description of the Mortgage Pool-DESCRIPTION OF THE MORTGAGE POOL--General," "-Mortgage , "--Mortgage Loan History," "-Certain , "--Certain Terms and Conditions of the Mortgage Loans," "-Assessments , "--Assessments of Property Condition," "Co-Lender Loans," , "-Additional --Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," , "-The --The Sponsors--CWCapital LLC", "--The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." ". The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iiiv" of the Memorandum. (e) The certificate of formation and by-laws of the CWCapital and the Seller, and an original or copy of a certificate of good standing of CWCapital and the Seller issued by the Commonwealth of Massachusetts and the State of Delaware, respectively, not earlier than sixty (60) days prior to the Closing Date; (f) A written opinion of counsel for the Seller (which opinion may be from in-house counsel, outside counsel or a combination thereof), reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters, the Initial Purchaser and each of the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies; and (g) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by An Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and Salomon Smith Bar▇▇▇ Inc. (the Seller"Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) A certificate An Officer's Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and the Underwriters Underwriter may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing DatePurchaser; (c) An officer's certificate from an officer Opinion of Counsel of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, in form satisfactory to and upon which addressed to the Originator, the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signaturesUnderwriter; (d) An officerOfficer's certificate from an officer Certificate of the Seller (signed in his/her capacity as an officer)Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriters 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; (e) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Seller, the Purchaser and the Underwriter; (f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (i) A letter from KPMG L.L.P., certified public accountants, to the effect that with respect to 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 SellerDepositor's prospectus supplement for Series 2001-NC2, dated September 26, 2001 (the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the "Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact ") relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make Offered Certificates contained under the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The captions "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-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 Originator and Representations Concerning the Mortgage Loans,") agrees with the records of the Seller and the information contained under the captions "The Mortgage Pool--Underwriting Standards of the Originator and Representations Concerning the Mortgage Loans" and "Description The Originator" agrees with the records of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.Originator;

Closing Documents. The Closing Documents shall consist obligations of the followingUnderwriters 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) This Agreement favourable legal opinions of the Trust's counsel and the Underwriters' counsel addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, 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) each of PET and POT is validly existing as a trust under the laws of Alberta; (ii) the Administrator is a valid and subsisting corporation under the laws of Alberta; (iii) PET, through the Trustee and the Administrator, has the power, authority and capacity to issue the Firm Debentures and to execute and deliver this agreement and to carry out its obligations hereunder; (iv) POT, through the Administrator in its capacity as the trustee of POT, has the power, authority and capacity to execute and deliver this agreement and to carry out its obligations hereunder; (v) 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 each of PET and POT, and to carry out its and their respective obligations hereunder; (vi) the Trustee, on behalf of the Trust, is the registered holder of all the issued and outstanding shares of the Administrator, all of which have been duly authorized; (vii) 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 Purchaser Trust, POT and the SellerAdministrator, 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 a transaction of this nature; (viii) 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 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 Trust 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 (xxi) 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 all other legal matters, including compliance with Applicable Securities Laws in any way connected with the issuance, sale and delivery of the 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) A a certificate of the Seller, executed by a duly authorized officer each of the Seller Trust, POT and the Administrator dated the Closing Date, addressed to the Underwriters and upon which signed on behalf of the Purchaser Trust, POT and the Underwriters may rely, 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 effect Underwriters, acting reasonably, certifying that: : (i) each of the Trust, 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) except for changes contemplated by this agreement, the representations and warranties of the Seller Trust, POT and the Administrator set forth in this Agreement agreement are true and correct in all material respects at and as of the Closing Date with the same effect Time, as if made on at such datetime; and and (iii) no event of a nature referred to in Subsection 13(a)(i), (ii) or (vii) has occurred or to the Seller hasknowledge of such officer is pending, contemplated or threatened; and the Underwriters shall have no knowledge to the contrary; (c) a comfort letter of the Trust's auditors and any other auditors which have audited any of the financial statements included or incorporated by reference in all material respectsthe Prospectuses, complied with all addressed to the agreements Underwriters and satisfied all dated the conditions on its part that are required under this Agreement 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 performed or satisfied at or not more than two Business Days prior to the Closing Date; (cd) An officer's certificate from an officer evidence satisfactory to the Underwriters that the Firm Debentures and the Trust Units issuable upon conversion, redemption or maturity of the Seller (signed in his/her capacity as an officer), dated 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 upon which shall be posted for trading as at the Purchaser may rely, to the effect that each individual who, as an officer or representative opening of the Seller, signed this Agreement or any other document or certificate delivered business on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times or first trading date after notice of such signing and deliveryissuance, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signaturesapplicable; (de) An officer's certificate from an officer 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 Seller (signed 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 his/her capacity as an officer)cash or otherwise, dated or announce any intention to do any of the foregoing, at any time within 90 days following the Closing DateTime, without the consent of BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc. on behalf of the Underwriters, such consent not to be unreasonably withheld; and (f) such other certificates and upon which the Purchaser and documents as the Underwriters may relyrequest, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutionsacting reasonably." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer 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 this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co--Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist obligations of the followingUnderwriters hereunder to purchase the Purchased Securities 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) This favourable legal opinions of the Trust's counsel and the Underwriters' counsel addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, with respect to such matters as the Underwriters may reasonably request relating to the offering of the Offered Securities, the Trust, POT, the Administrator and the transactions contemplated hereby, including, without limitation, that: (i) each of PET and POT is validly existing as a trust under the laws of Alberta; (ii) the Administrator is a valid and subsisting corporation under the laws of Alberta; (iii) PET, through the Trustee and the Administrator, has the power, authority and capacity to issue the Offered Securities and to execute and deliver this agreement and to carry out its obligations hereunder; (iv) POT, through the Administrator in its capacity as the trustee of POT, has the power, authority and capacity to execute and deliver this agreement and to carry out its obligations hereunder; (v) 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 each of PET and POT, and to carry out its and their respective obligations hereunder; (vi) the Trust is the registered holder of all the issued and outstanding shares of the Administrator, all of which have been duly authorized; (vii) each of the Trust, POT and the Administrator has all necessary trust or corporate power and authority to enter into this agreement, the Subscription Receipt Agreement and the Indenture and to perform its obligations set out herein, and each of this agreement, the Subscription Receipt Agreement and the Indenture has been duly authorized, executed and delivered by the Purchaser Trust, POT and the SellerAdministrator, respectively, and constitutes a legal, valid and binding obligation of each of the Trust, POT and the Administrator, enforceable against the Trust, POT and the Administrator, in accordance with its terms subject to qualifications as to the validity, binding effect and enforceability of this agreement as are customary for a transaction of this nature; (viii) the execution and delivery of this agreement, the Subscription Receipt Agreement and the Indenture and the fulfilment of the terms hereof and thereof by each of the Trust, POT and the Administrator, and the performance of and compliance with the terms of each of this agreement, the Subscription Receipt Agreement and the Indenture by the Trust, POT and the Administrator, 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, Unitholders or 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 Subscription Receipts, 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 Purchased Securities have been duly and validly created, allotted and issued as fully paid and non-assessable Subscription Receipts and Debentures, respectively, of the Trust; (xi) the Trust Units issuable pursuant to the Offered Receipts and the Trust Units issuable upon conversion, redemption or maturity of the Offered Debentures will, upon issuance in accordance with the terms of the Subscription Receipt Agreement, the Indenture and the Trust Indenture, as applicable, be issued as fully paid and non-assessable Trust Units; (xii) the attributes of the Offered Securities and the Trust Units conform in all material respects with the description thereof contained in the Prospectuses; (xiii) subject to the assumptions and qualifications stated in the Prospectus, the Offered Receipts, the Offered Debentures, the Trust Units issuable pursuant to the Offered Receipts and the Trust Units issuable upon the conversion, redemption or maturity of the Offered Debentures are qualified investments under the Tax Act and the regulations thereunder for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans and deferred profit sharing plans, and do not constitute foreign property for those plans; (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 Offered Securities 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 Purchased Securities 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 Purchased Securities to purchasers in the Province of Québec; (xix) the Offered Receipts, the Offered Debentures, the Trust Units issuable pursuant to the Offered Receipts and the Trust Units issuable upon conversion, redemption or maturity of the Offered 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 (xxi) Computershare Trust Company of Canada, at its principal offices in Calgary and Toronto has been duly appointed the Escrow Agent, the trustee under the Indenture and the transfer agent and registrar for the Trust Units, the Subscription Receipts and the Debentures; and as to all other legal matters, including compliance with Applicable Securities Laws in any way connected with the issuance, sale and delivery of the Purchased Securities and the first trade of the Trust Units issuable pursuant to the Offered Receipts or upon the conversion, redemption or maturity of the Offered 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 each of the Trust's auditors and any other auditors (including PricewaterhouseCoopers LLP) 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 Offered Securities; (b) A if any of the Offered Securities are sold in the United States, a favourable legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP or other recognized counsel acceptable to the Underwriters, acting reasonably, in form and substance reasonably satisfactory to the Underwriters, with respect to such matters of United States law as the Underwriters may reasonably request relating to the offering of the Offered Securities, the Trust, POT, the Administrator and the transactions contemplated hereby; (c) a certificate of the Seller, executed by a duly authorized officer each of the Seller Trust, POT and the Administrator dated the Closing Date, addressed to the Underwriters and upon which signed on behalf of the Purchaser Trust, POT and the Underwriters may rely, Administrator by the Chief Executive Officer and Chief Operating Officer of the Administrator or such other officers or directors of the Administrator satisfactory to the effect Underwriters, acting reasonably, certifying that: : (i) each of the Trust, 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) except for changes contemplated by this agreement, the representations and warranties of the Seller Trust, POT and the Administrator set forth in this Agreement agreement are true and correct in all material respects at and as of the Closing Date with the same effect Time, as if made on at such datetime; and (iii) no event of a nature referred to in Subsection 13(a)(i), (ii), (vii) or (viii) has occurred or to the knowledge of such officer is pending, contemplated or threatened; and the Underwriters shall have no knowledge to the contrary; (iid) a comfort letter of each of the Seller hasTrust's auditors and any other auditors (including PricewaterhouseCoopers LLP) which have audited any of the financial statements included or incorporated by reference in the Prospectuses, addressed to the Underwriters and dated the Closing Date, as applicable, satisfactory in all material respectsform and substance to the Underwriters, complied with all acting reasonably, bringing the agreements and satisfied all information contained in the conditions on its part that are required under this Agreement comfort letters referred to in paragraph 5(c) up to the Closing Time, which comfort letters shall be performed or satisfied at or not more than two Business Days prior to the Closing Date; (ce) An officer's certificate from an officer evidence satisfactory to the Underwriters that the Offered Receipts, the Offered Debentures, the Trust Units issuable pursuant to the Offered Receipts and the Trust Units issuable upon conversion, redemption or maturity of the Seller (signed in his/her capacity as an officer), dated Offered 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 upon which shall be posted for trading as at the Purchaser may rely, to the effect that each individual who, as an officer or representative opening of the Seller, signed this Agreement or any other document or certificate delivered business on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times or first trading date after notice of such signing and deliveryissuance, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signaturesapplicable; (df) An officer's certificate from an officer 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 Seller (signed 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 his/her capacity as an officer)cash or otherwise, dated or announce any intention to do any of the foregoing, at any time within 90 days following the Closing DateTime, without the consent of BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc. and upon which CIBC World Markets Inc. on behalf of the Purchaser Underwriters, such consent not to be unreasonably withheld; (g) evidence satisfactory to the Underwriters, acting reasonably, that the Special Interest, if any, will be paid on the Trust Units issuable pursuant to the Offered Receipts and the Underwriters may relyOption Receipts, if applicable; (h) evidence satisfactory to the effect Underwriters, acting reasonably, that with respect the Northeast Alberta Acquisition Agreement has been executed and delivered by both parties thereto and that such agreement has not been terminated and that no event has occurred or condition exists which will prevent the Northeast Alberta Acquisition from being completed prior to 5:00 p.m. (Calgary time) on June 30, 2005 substantially and in all material respects as contemplated in the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties Northeast Alberta Acquisition Agreement; and (i) such officer has carefully examined other certificates and documents as the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementUnderwriters may request, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutionsacting reasonably." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by An Officers' Certificate of the Purchaser 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 SellerNIMS Insurer, if any, may rely and attached thereto copies of the certificate of incorporation, bylaws and certificate of good standing of the Seller under the laws of the State of Delaware; (b) A certificate An Officers' Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Co-Representatives and the Underwriters NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing DatePurchaser; (c) An officer's certificate from an officer Opinion of Counsel of the Seller (signed in his/her capacity as an officerwhich may be in-house counsel of the Seller), dated the Closing Date, Date and upon which the Purchaser may rely, addressed to the effect that each individual whoPurchaser, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, Co-Representatives and the signatures of such persons appearing on such documents and certificates are their genuine signaturesNIMS Insurer, if any; (d) An officer's certificate from an officer Such opinions of counsel as the Rating Agencies, the Co-Representatives, the Trustee or the NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (signed in his/her capacity as an officer)e) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the Closing Date, date hereof and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Sellerthey have performed certain specified procedures as a result of which they determined that certain information of an accounting, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of financial or statistical nature set forth in the Prospectus Supplement and nothing has come to his attention that would lead him to believe that under the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: captions "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Terms--Mortgage Loans," ", "Risk Factors-", "The Mortgage Loans,Pool" and "Description Long Beach Mortgage Company" agrees with the records of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.Seller;

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by the Purchaser and An Officers’ Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser, M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. Incorporated (the “Representative”) may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) A certificate An Opinion of Counsel of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (c) 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; (d) An Officers’ Certificate of the Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters Representative may rely, to the effect that: (i) the representations and warranties attached thereto copies of the Seller in this Agreement are true certificate of formation, limited liability company agreement and correct in all material respects at and as certificate of good standing of the Closing Date with Servicer under the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datelaws of Delaware; (ce) An officer's certificate from an officer Officers’ Certificate of the Seller (signed in his/her capacity as an officer)Servicer, dated the Closing Date, and upon which the Purchaser may rely, in form satisfactory to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters Representative may rely, stating that on the Closing Date the representations and warranties of the Servicer contained in the Pooling and Servicing Agreement will be true and correct and no event has occurred with respect to the Servicer that would constitute an Event of Default thereunder; (f) An Opinion of Counsel of the Servicer, dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (g) (i) A letter from KPMG L.L.P., certified public accountants, to the effect that with respect to the Sellerthey have performed certain specified procedures as a result of which they determined that certain information of an accounting, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of financial or statistical nature set forth in the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make Offered Certificates contained under the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-captions “Summary—The Mortgage Loans," "” “Risk Factors-,” (to the extent of information concerning the Mortgage Loans contained therein) and “The Mortgage Loans," and "Description Pool” agrees with the records of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms Seller and Conditions the information contained under the caption “The Originator” agrees with the records of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," Originator; and (h) Such further information, certificates, opinions and "-Representations and Warranties; Repurchases and Substitutionsdocuments as the Purchaser or the Representative may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate Certificate of the Seller, executed by a duly authorized officer 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 this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit 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 (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. ; (e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist requisite committee of Annex A theretothe Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies articles of association and by-laws of the Prospectus Supplement Seller, and a certificate of good standing of the Seller issued by the State of Delaware not earlier than sixty (insofar as such diskette is consistent 60) days prior to the Closing Date; (f) A written opinion of counsel for the Seller, reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and (g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officers' Certificate of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in this Agreement are the Prospectus Supplement, relating to the Initial Mortgage Loans, the Seller and Master Servicer, and its loan portfolio, is true and correct accurate in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) if the Class CE Certificates and Class P Certificates are offered on the Closing Date pursuant to a Private Placement Memorandum, the Seller and the Master Servicer shall deliver an Officer's Certificate stating that the same information contained in such officer has examined the Specified Portions Private Placement Memorandum is true and accurate in all material respects; (b) An Officers' Certificate of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of a material fact relating the Initial 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 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 Initial Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser or the Seller's execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely; (e) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the light Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool", "Yield on the Certificates", "Description of the circumstances under which they were madeCertificates", not misleading. The and "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: --The Master Servicer and the Seller"Summary , agrees with the records of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement Seller and the first and second full paragraphs on page "iii" of the Memorandum.Master Servicer;