Common use of Closing Documents Clause in Contracts

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

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

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed An Officer’s Certificate of the Seller, dated the Closing Date, in form satisfactory to and delivered by upon which the Purchaser and Bear, Xxxxxxx & Co. Inc. (the “Representative”) may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (iib) An Officer's Certificate substantially in the form Opinion of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Seller, and dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (c) An Officer’s Certificate of the Responsible Party, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Seller; (iii) A certificate of incorporation, by-laws and certificate of good standing regarding of the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing DateResponsible Party; (ivd) A certificate An Opinion of Counsel of the Seller substantially in the form of Exhibit D-2 heretoResponsible Party, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject satisfactory to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the UnderwriterRepresentative; (vie) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viif) A letter or letters from Deloitte & Touche, L.L.P.Touche LLP, certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s prospectus supplement for Series 2005-NC2, dated May 2, 2005 (the “Prospectus Supplement and Supplement”) relating to the Memorandum Offered Certificates contained under the captions "“Summary--—The Mortgage Loans,” “Risk Factors,” (to the extent of information concerning the Mortgage Loans contained therein) “The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" ” agrees with the records of the SellerOriginator; and (viiig) Such further information, certificates, opinions and documents as the Purchaser or the Representative may reasonably request.

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

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed An Officer’s Certificate of the Seller, dated the Closing Date, in form satisfactory to and delivered by upon which the Purchaser may rely, and attached thereto copies of the certificate of incorporation, bylaws and certificate of good standing of the Seller; (iib) An Officer's Certificate substantially in the form Opinion of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Seller, and dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (c) An Officer’s Certificate of the Responsible Party, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Seller; (iii) A certificate of incorporation, bylaws and certificate of good standing regarding of the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing DateResponsible Party; (ivd) A certificate An Opinion of Counsel of the Seller substantially in the form of Exhibit D-2 heretoResponsible Party, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject satisfactory to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the UnderwriterRepresentative; (vie) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viif) A letter or letters from Deloitte & Touche, L.L.P.and Touche LLP, certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s prospectus supplement for the Certificates dated March 27, 2006 (the “Prospectus Supplement and Supplement”) relating to the Memorandum Certificates contained under the captions "Summary--“Summary of Terms—Mortgage Loans”, “Risk Factors” (to the extent of information concerning the Mortgage Loans contained therein) and “The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" ” agrees with the records of the SellerResponsible Party; and (viiig) Such further information, certificates, opinions and documents as the Purchaser or the Representative may reasonably request.

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

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

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

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

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

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

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

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

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed and delivered by the Purchaser and An Officers' Certificate of the Seller; , dated the Closing Date, upon which the Originator, the Purchaser, Financial Security Assurance Inc. (ii"FSA") An Officer's Certificate substantially and Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit D-1 3 hereto, executed by and attached thereto copies of the Secretary or an assistant secretary certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of New York; (b) An Officers' Certificate of the Seller, and dated the Closing Date, and upon which the Purchaser Purchaser, FSA and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 4 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and the Underwriter may relyPurchaser; (vc) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser Originator, the Purchaser, FSA and the Underwriter, substantially in the form attached hereto as Exhibit 5; (vid) Any other An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser, FSA and the Underwriter may rely, in the form of Exhibit 6 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of Delaware; (e) An opinion of Counsel of the Originator, dated the Closing Date and addressed to the Seller, the Purchaser, FSA and the Underwriter, substantially in the form attached hereto as Exhibit 7; (f) Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viig) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement Supplement, dated November 20, 1996 in the Summary under the subheading "The Mortgage Pool" and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Pooling and Servicing Agreement-- The Originator and Master Servicer" agrees with the records of the Originator; (h) The Originator shall deliver to the Seller for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage LoansSecurities VII, Inc., Asset-Backed Floating Rate Certificates, Series 1996-LB3, under the captions "The Mortgage Pool-- Underwriting Standards; Representations" and "Pooling and Servicing Agreement-- The Originator and Master Servicer" , or for inclusion in other offering material such publicly available information regarding the Originator, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; (i) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated November 20, 1996 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Seller; and (viiij) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto: (ib) 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 (iic) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Purchaser Underwriters, and the Underwriter BACM may rely, attaching thereto as exhibits the organizational documents of the Seller;; and (iiid) A certificate Certificate of good standing regarding the Seller from Comptroller of the Secretary of State for the State of DelawareCurrency, dated not earlier than 30 days prior to the Closing Date;; and (ive) A certificate of the Seller substantially in the form of Exhibit D-2 heretoSeller, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter Underwriters may rely;rely to the effect that (i) the representations and warranties of the Seller in the Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under the Agreement to be performed or satisfied at or prior to the date hereof; and (vf) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and each as reasonably acceptable to counsel for the PurchaserPurchaser and the Underwriters, dated the Closing Date and addressed to the Purchaser Purchaser, the Underwriters, the Trustee and the Underwriter; (vi) Any each Rating Agency any other opinions of counsel for the Seller required reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Underwriter as an addressee; and (viig) A letter or letters from Deloitte & Touche, L.L.P., certified public accountants, dated Any other opinions of counsel for the dates Seller reasonably requested by the Rating Agencies in connection with the issuance of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the SellerCertificates; and (viiih) Such further certificates, opinions and documents as the Purchaser may reasonably request; and (i) The Indemnification Agreement, duly executed by the respective parties thereto; and (j) One or more comfort letters from the Accountants dated the date of any preliminary Prospectus Supplement, Prospectus Supplement and Memoranda respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the preliminary Prospectus Supplement and the Prospectus Supplement and to the Purchaser and the Placement Agent in the case of the Memoranda stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, respectively, to be in agreement with the results of such 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: (ia) This Agreement duly executed and delivered by An Officers' Certificate of the Seller, dated the Closing Date, upon which the Originators, the Purchaser and Salomon Brothers Inc (the Seller; (ii"Underwriter") An Officer's Certificate substantially may rely, in the form of Exhibit D-1 3 hereto, executed by and attached thereto copies of the Secretary or an assistant secretary certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of New York; (b) An Officers' Certificate of the Seller, and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 4 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and the Underwriter may relyPurchaser; (vc) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Originators, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 5; (vid) Any other opinions An Officer's Certificate of counsel for each Originator, dated the Seller required by Closing Date, upon which the Rating Agencies in connection with the issuance of the CertificatesSeller, each of which shall include the Purchaser and the Underwriter as an addressee; andmay rely, in the form of Exhibit 6 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of such Originator under the laws of its state of incorporation; (viie) An opinion of Counsel of each Originator, dated the Closing Date and addressed to the Seller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 7; (f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (g) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement Supplement, dated November 21, 1997 in the Summary under the subheading "The Mortgage Pool" and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Pooling and Servicing Agreement-- Ameriquest Mortgage LoansCompany," or "--Long Beach Mortgage Company", as the case may be, agrees with the records of the related Originator; (h) Each Originator shall deliver to the Seller for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, Inc., Asset-Backed Certificates, Series 1997-LB6, under the captions "The Mortgage Pool-- Underwriting Standards; Representations" and "Pooling and Servicing Agreement-- Ameriquest Mortgage Company," or "--Long Beach Mortgage Company", as the case may be, or for inclusion in other offering material such publicly available information regarding such Originator, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; (i) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated November 21, 1997 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Seller; and (viiij) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

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

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

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

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

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed An Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and delivered by upon which the Purchaser and Citigroup Global Markets Inc. (the "Representative") may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (iib) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (c) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the SellerResponsible Party, and dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Seller; (iii) A certificate of incorporation, by-laws and certificate of good standing regarding of the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing DateResponsible Party; (ivd) A certificate An Opinion of Counsel of the Seller substantially in the form of Exhibit D-2 heretoResponsible Party, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject satisfactory to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the UnderwriterRepresentative; (vie) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viif) A letter or letters from Deloitte & Touche, L.L.P.Touche LLP, certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2004-NC2, dated September 23, 2004 (the "Prospectus Supplement and Supplement") relating to the Memorandum Offered Certificates contained under the captions "Summary--The Mortgage PoolLoans," "Description Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) "The Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the SellerOriginator; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (i) This Agreement duly executed and delivered by the Purchaser and the Seller; (iia) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, in form satisfactory to and upon which the Purchaser and Citigroup Global Markets Inc. (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 New York; (b) An Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter Representative may rely, attaching thereto as exhibits with respect to certain facts regarding the organizational documents sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (d) An Officer's Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter Representative may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of California; (ve) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter; (vi) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viif) A letter or letters from Deloitte & Touche, L.L.P.Touche LLP, certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2003-HE1, dated April 22, 2003 (the "Prospectus Supplement and Supplement") relating to the Memorandum Offered Certificates contained under the captions "Summary--The Mortgage PoolLoans," "Description Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) "The Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (i) This Agreement duly executed and delivered by the Purchaser and the Seller; (iia) An Officer's Officers' Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, and upon which the Originator, the Purchaser and Deutsche Bank Securities Inc. (the "Underwriter") may rely and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of Maryland; (b) An Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and the Underwriter may rely, attaching thereto as exhibits rely with respect to certain facts regarding the organizational documents sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Originator, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 3; (vid) Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance An Officers' Certificate of the CertificatesOriginator, each of dated the Closing Date, upon which shall include the Seller, the Purchaser and the Underwriter as an addressee; andmay rely, in the form of Exhibit 4 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (viie) An opinion of Counsel of the Originator, dated the Closing Date and addressed to the Seller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 5; (f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (g) A letter or letters from Deloitte & ToucheKPMG Peat Marwick, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9)date hereof, to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Depositor's Prospectus Supplement and the Memorandum for Series 1999-NCC, dated October 22, 1999 under the captions "Summary--The Mortgage PoolLoans," "Description of the Risk Factors," "The Mortgage Pool" (except with respect to the information contained under the caption "The Mortgage Pool--Underwriting Standards") agrees with the records of the Seller and the information contained under the captions "The Mortgage Pool--Underwriting Standards" and "Risk Factors --The Mortgage LoansThe Originator" agrees with the records of the SellerNew Century; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably request.

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

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

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

Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto: (ib) 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 (iic) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Purchaser Underwriters, and the Underwriter BACM may rely, attaching thereto as exhibits the organizational documents of the Seller;; and (iiid) A certificate Certificate of good standing regarding the Seller from the Secretary Comptroller of State for the State of Delaware, Currency dated not earlier than 30 days prior to the Closing Date;; and (ive) A certificate of the Seller substantially in the form of Exhibit D-2 heretoSeller, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters may rely to the effect that (i) the representations and warranties of the Underwriter may rely;Seller in the Agreement is true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under the Agreement to be performed or satisfied at or prior to the date hereof; and (vf) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and each as reasonably acceptable to counsel for the PurchaserPurchaser and the Underwriters, dated the Closing Date and addressed to the Purchaser Purchaser, the Underwriters, the Trustee and the Underwriter; (vi) Any each Rating Agency any other opinions of counsel for the Seller required reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Underwriter as an addressee; and (vii) A letter or letters from Deloitte & Touche, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; and (viiig) Such further certificates, opinions and documents as the Purchaser may reasonably request; and (h) The Indemnification Agreement, duly executed by the respective parties thereto; and (i) One or more comfort letters from KPMG LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement and of the Prospectus Supplement, respectively, and addressed to, and in form and substance acceptable to the Purchaser, and the Underwriters stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such 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: (ia) This Agreement duly executed An Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and delivered by upon which the Purchaser and Citigroup Global Markets Inc. (the "Representative") may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (iib) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (c) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the SellerResponsible Party, and dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Seller; (iii) A certificate of incorporation, by-laws and certificate of good standing regarding of the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing DateResponsible Party; (ivd) A certificate An Opinion of Counsel of the Seller substantially in the form of Exhibit D-2 heretoResponsible Party, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject satisfactory to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the UnderwriterRepresentative; (vie) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viif) A letter or letters from Deloitte & Touche, L.L.P.Touche LLP, certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2006-NC4, dated September 25, 2006 (the "Prospectus Supplement and Supplement") relating to the Memorandum Offered Certificates contained under the captions "Summary--The Mortgage Pool," "Legal Proceedings," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the SellerOriginator; and (viiig) Such further information, certificates, opinions and documents as the Purchaser or the Representative may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (i) This Agreement duly executed and delivered by the Purchaser and the Seller; (iia) An Officer's Officers' Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, upon which the Purchaser and Citigroup Global Markets Inc. (the "Underwriter") may rely, in a form acceptable to the Purchaser; (b) A Secretary's Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, attaching in a form acceptable to the Purchaser, and attached thereto as exhibits copies of the organizational documents certificate of incorporation, by-laws and certificate of good standing of the Seller; (iiic) A certificate An Opinion of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate Counsel of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter, in a form acceptable to the Purchaser; (vid) Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance An Officers' Certificate of the CertificatesOriginator, each of dated the Closing Date, upon which shall include the Purchaser and the Underwriter as an addressee; andmay rely, in a form acceptable to the Purchaser; (viie) A Secretary's Certificate of the Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator; (f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (g) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement and the Memorandum Supplement, dated September 26, 2003 under the captions subheadings "SummarySummary of Prospectus Supplement--The Mortgage PoolLoans," "Description Risk Factors" (to the extent of information regarding the Mortgage Pool" Loans therein) and "Risk Factors --The The Mortgage LoansPool" agrees with the records of the Seller; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably request.;

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

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

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

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

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

Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto: (ib) 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 (iic) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary authorized officer of the SellerSeller in his or her individual capacity, and dated the Closing Date, and upon which the Purchaser Underwriters and the Underwriter BACM may rely, attaching thereto as exhibits the organizational documents of the Seller;; and (iiid) A certificate Certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, Georgia dated not earlier than 30 days prior to the Closing Date;; and (ive) A certificate of the Seller substantially in the form of Exhibit D-2 heretoSeller, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriter Placement Agent may rely;rely to the effect that (i) the representations and warranties of the Seller in the Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under the Agreement to be performed or satisfied at or prior to the date hereof; and (vf) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and each as reasonably acceptable to counsel for the Purchaser, the Underwriters and the Placement Agent, dated the Closing Date and addressed to the Purchaser Purchaser, the Underwriters, the Trustee, the Placement Agent and the Underwriter;each Rating Agency; and (vig) Any other opinions of counsel for the Seller required reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Underwriter as an addressee; and (vii) A letter or letters from Deloitte & Touche, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; and (viiih) Such further certificates, opinions and documents as the Purchaser may reasonably request; and (i) The Indemnification Agreement, duly executed by the respective parties thereto; and (j) One or more comfort letters from the Accountants dated the date of any free writing prospectus, Prospectus Supplement and Memorandum, respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the free writing prospectus and the Prospectus Supplement and to the Purchaser and the Placement Agent in the case of the Memorandum stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any free writing prospectus, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any free writing prospectus, the Prospectus Supplement and 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 Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed and delivered by An Officers' Certificate of the Seller, dated the Closing Date, upon which the Originators, the Purchaser and Salomon Brothers Inc (the Seller; (ii"Underwriter") An Officer's Certificate substantially may rely, in the form of Exhibit D-1 3 hereto, executed by and attached thereto copies of the Secretary or an assistant secretary certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of New York; (b) An Officers' Certificate of the Seller, and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 4 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and the Underwriter may relyPurchaser; (vc) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Originators, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 5; (vid) Any other opinions An Officer's Certificate of counsel for each Originator, dated the Seller required by Closing Date, upon which the Rating Agencies in connection with the issuance of the CertificatesSeller, each of which shall include the Purchaser and the Underwriter as an addressee; andmay rely, in the form of Exhibit 6 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of such Originator under the laws of its state of incorporation; (viie) An opinion of Counsel of each Originator, dated the Closing Date and addressed to the Seller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 7; (f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (g) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement Supplement, dated June 19, 1997 in the Summary under the subheading "The Mortgage Pool" and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Pooling and Servicing Agreement -- Ameriquest Mortgage LoansCompany," or "-- Long Beach Mortgage Company", as the case may be, agrees with the records of the related Originator; (h) Each Originator shall deliver to the Seller for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, Inc., Asset-Backed Floating Rate Certificates, Series 1997-LB3, under the captions "The Mortgage Pool-- Underwriting Standards; Representations" and "Pooling and Servicing Agreement-- Ameriquest Mortgage Company," or "--Long Beach Mortgage Company", as the case may be, or for inclusion in other offering material such publicly available information regarding such Originator, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; (i) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated June 19, 1997 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Seller; and (viiij) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

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

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

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

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

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (i) This Agreement duly executed and delivered by the Purchaser and the Seller; (iia) An Officer's Officers' Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the SellerOriginator, and dated the Closing Date, and upon which the Purchaser and the Underwriter Underwriters may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 1 hereto, executed by an executive officer or authorized signatory and attached thereto copies of the Seller certificate of incorporation, by- laws and certificate of good standing of the Originator under the laws of Delaware and (ii) if the Class CE Certificates and Class P Certificates are offered on the Closing Date pursuant to a Private Placement Memorandum, the Originator shall deliver an Officer's Certificate stating that the same information contained in such Private Placement Memorandum is true and accurate in all material respects; (b) An Officers' Certificate of the Originator, dated the Closing Date, and upon which the Purchaser and the Underwriter Underwriters may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject 2 hereto, with respect to such reasonable assumptions and qualifications as may be requested certain facts regarding the sale of the Mortgage Loans by counsel for the Seller and acceptable Originator to counsel for the Purchaser; (c) An Opinion of Counsel of the Originator, dated the Closing Date and addressed to the Purchaser and the UnderwriterUnderwriters, substantially in the form attached hereto as Exhibit 3; (vid) Any other Such opinions of counsel for from the Seller required by Purchaser's or Originator's counsel as the Rating Agencies may request in connection with the issuance sale of the Certificates, each of which shall include 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 Underwriter as an addressee; andUnderwriters may rely; (viie) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum Supplement, under the captions "Summary--Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool," ", "Yield on the Certificates", "Description of the Mortgage Pool" Certificates", and "Risk Factors --The Mortgage Loans" Pooling and Servicing Agreement--The Originator and Master Servicer", agrees with the records of the Seller; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably request.Originator;

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

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

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: (ib) 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 (iic) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Purchaser Underwriters and the Underwriter BACM may rely, attaching thereto as exhibits the organizational documents of the Seller;; and (iiid) A certificate Certificate of good standing regarding the Seller from Comptroller of the Secretary of State for the State of DelawareCurrency, dated not earlier than 30 days prior to the Closing Date;; and (ive) A certificate of the Seller substantially in the form of Exhibit D-2 heretoSeller, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter Underwriters may rely;rely to the effect that (i) the representations and warranties of the Seller in the Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under the Agreement to be performed or satisfied at or prior to the date hereof; and (vf) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and each as reasonably acceptable to counsel for the PurchaserPurchaser and the Underwriters, dated the Closing Date and addressed to the Purchaser Purchaser, the Underwriters, the Trustee and the Underwriter; (vi) Any each Rating Agency any other opinions of counsel for the Seller required reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Underwriter as an addressee; and (viig) A letter or letters from Deloitte & Touche, L.L.P., certified public accountants, dated Any other opinions of counsel for the dates Seller reasonably requested by the Rating Agencies in connection with the issuance of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the SellerCertificates; and (viiih) Such further certificates, opinions and documents as the Purchaser may reasonably request; and (i) The Indemnification Agreement, duly executed by the respective parties thereto; and (j) One or more comfort letters from the Accountants dated the date of any preliminary Prospectus Supplement, Prospectus Supplement and Memorandum respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the preliminary Prospectus Supplement and the Prospectus Supplement and to the Purchaser and the Placement Agent in the case of the Memorandum stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such 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: (i) This Agreement duly executed and delivered by the Purchaser and the Seller; (ii) An Officer's Officers' Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the SellerSeller and Master Servicer, and dated the Closing Date, in form satisfactory to and upon which the Purchaser Purchaser, the Certificate Insurer and the Underwriter Underwriters may rely, attaching and attached thereto as exhibits the organizational documents copies of the Seller; (iii) A certificate of incorporation, by-laws and certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in the Prospectus Supplement, relating to the Mortgage Loans, the Seller and Master Servicer, and its loan portfolio, is true and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) if the Class 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 Private Placement Memorandum is true and accurate in all material respects; (b) An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser Purchaser, the Certificate Insurer and the Underwriter Underwriters may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the Purchaser, the Certificate Insurer and the Underwriters; (d) Such opinions of counsel from the Purchaser's or Seller's counsel as the Rating Agencies may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter; (vi) Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Underwriter as an addressee; and (viie) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum Supplement, under the captions "Summary--Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool," ", "Yield on the Certificates", "Description of the Mortgage Pool" Certificates", and "Risk Factors --The Mortgage Loans" Pooling and Servicing Agreement--The Seller and Master Servicer", agrees with the records of the Seller; and (viii) Such further certificates, opinions Seller and documents as the Purchaser may reasonably request.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: (i) This Agreement duly executed and delivered by the Purchaser and the Seller; (iia) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, in form satisfactory to and upon which the Purchaser and Salomon Smith Barxxx Xxx. (xxx "Representative") may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of New York; (b) An Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter Representative may rely, attaching thereto as exhibits with respect to certain facts regarding the organizational documents sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject satisfactory to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the UnderwriterRepresentative; (vid) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viie) A letter or letters from Deloitte & Touche, L.L.P.[____], certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2002-CIT1, dated May [__], 2002 (the "Prospectus Supplement and Supplement") relating to the Memorandum Offered Certificates contained under the captions "Summary--The Mortgage PoolLoans," "Description Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) "The Mortgage Pool" (except with respect to the information contained under the caption "The Mortgage Pool--Underwriting Standards of the Originators and "Risk Factors --The Representations Concerning the Mortgage Loans" ") agrees with the records of the Seller; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably request.;

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

Closing Documents. The Closing Documents shall consist of the following: (ia) This Agreement and a bill of sale duly executed and delivered by the Purchaser and the SellerSelxxx; (iib) An Officer's Certificate substantially in the form of Exhibit D-1 E hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, and upon which the Purchaser, the Initial Purchaser and the each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iiic) A certificate of good standing regarding the Seller from the Secretary of State for the State of DelawareNew York, dated not earlier than 30 days prior to the Closing Date; (ivd) A certificate Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of reasonably acceptable to counsel for the Seller, substantially in the form of Exhibit D-3 hereto Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser, the Initial Purchaser and the each Underwriter; (vie) Any other opinions of counsel for the Seller required reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser, the Initial Purchaser and the each Underwriter as an addressee; and; (viif) A letter or letters from Deloitte & Touche, L.L.P., certified public accountantscertificate of the Seller, dated the dates Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that representatives of the Seller have carefully examined the Time of Sale Information and the Prospectus Supplement and the Memorandum (each as defined in Section 9), accompanying prospectus and nothing has come to the effect attention of the Seller that they have performed certain specified procedures would lead the Seller to believe that the Time of Sale Information, as a result of which they have determined that certain information the Time of an accountingSale or as of the Closing Date, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description accompanying prospectus, as of the Closing Date, included or includes any untrue statement of a material fact relating to the Mortgage Pool" and "Risk Factors --The Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans" agrees with the records , in light of the Sellercircumstances under which they were made, not misleading; and (viiig) Such further certificates, opinions and documents as the Purchaser may reasonably request.

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

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

Closing Documents. The Closing Documents Company shall consist have delivered to Primus ----------------- the Class A Warrant in the form of Exhibit F attached hereto and to PNC the --------- Class B Warrant in the form of Exhibit G attached hereto, and the Company shall --------- have delivered to each Purchaser all of the followingfollowing documents: (i) This Agreement duly executed an Officer's Certificate, dated the date of the Closing, stating that the conditions specified in Section 1 and delivered by the Purchaser paragraphs 2A through 2D and the Sellerparagraphs 2G through 2I, inclusive, have been fully satisfied; (ii) An Officera Clerk's Certificate substantially in Certificate, dated the form date of Exhibit D-1 heretothe Closing, executed certifying that attached thereto are copies of (a) the resolutions duly adopted by the Secretary or an assistant secretary Company's board of directors authorizing the execution, delivery and performance of this Agreement, the Registration Agreement, the Stockholders Agreement and each of the Sellerother agreements contemplated hereby, the filing of the Certificate of Designation referred to in paragraph 2B, the filing of the amendment to the Articles of Organization referred to in paragraph 2C, the amendment to the Bylaws referred to in paragraph 2D, the issuance and sale of the Preferred Stock and the Warrants, the reservation for issuance upon conversion of the Class A Preferred and exercise of the Class A Warrant of an aggregate of 264,000 shares of Class A Common, the reservation for issuance upon conversion of the Class B Preferred and exercise of the Class B Warrant of an aggregate of 264,000 shares of Class B Common, the reservation for issuance upon conversion of the Class B Common issuable upon conversion of the Class B Preferred and exercise of the Class B Warrant of an aggregate of 264,000 shares of Class A Common and the reservation for issuance upon conversion of the Class B Preferred of an aggregate of 240,000 shares of Class A Preferred and the consummation of all other transactions contemplated by this Agreement, and dated (b) the Closing Date, and upon which resolutions duly adopted by the Purchaser and Company's stockholders adopting the Underwriter may rely, attaching thereto as exhibits amendment to the organizational documents Articles of the SellerOrganization referred to in paragraph 2C; (iii) A certificate certified copies of good standing regarding the Seller from Articles of Organization and the Certificate of Designation, each as filed with the Secretary of State for of The Commonwealth of Massachusetts and in effect at the State Closing, and a copy of Delaware, dated not earlier than 30 days prior to the Closing DateBylaws as certified by the Clerk of the Company and in effect at the Closing; (iv) A certificate copies of all third party and governmental consents, approvals and filings required in connection with the consummation of the Seller substantially in the form transactions hereunder (including, without limitation, all blue sky law filings and waivers of Exhibit D-2 hereto, executed by an executive officer or authorized signatory all preemptive rights and rights of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely;first refusal); and (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed other documents relating to the transactions contemplated by this Agreement as any Purchaser and the Underwriter; (vi) Any other opinions of or its special counsel for the Seller required by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Underwriter as an addressee; and (vii) A letter or letters from Deloitte & Touche, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (i) This Agreement duly executed and delivered by the Purchaser and the Seller; (iia) An Officer's Officers’ Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, and upon which the Purchaser Purchaser, Credit Suisse First Boston LLC and WaMu Capital Corp. (the “Underwriters”), the Class I-A4 Insurer and the Underwriter NIMS Insurer, if any, may rely, attaching rely and attached thereto as exhibits the organizational documents copies of the Seller; (iii) A certificate of incorporation, bylaws and certificate of good standing regarding of the Seller from under the Secretary laws of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (ivb) A certificate An Officers’ Certificate of the Seller substantially in the form of Exhibit D-2 heretoSeller, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters, the Class I-A4 Insurer and the Underwriter NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the Purchaser; (vc) A written opinion An Opinion of Counsel of the Seller (which may be in-house counsel for of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser), dated the Closing Date and addressed to the Purchaser Purchaser, the Underwriters, the Class I-A4 Insurer and the UnderwriterNIMS Insurer, if any; (vid) Any other Such opinions of counsel for the Seller required by as the Rating Agencies Agencies, the Underwriters, the Trustee, the Class I-A4 Insurer or the NIMS Insurer, if any, may reasonably request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viie) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--“Summary of Terms—Mortgage Loans”, “Risk Factors”, “The Mortgage Pool," "Description of the ” and “Long Beach Mortgage Pool" and "Risk Factors --The Mortgage Loans" Company” agrees with the records of the Seller; (f) The Seller shall deliver to the Purchaser for inclusion in the Prospectus Supplement under the caption “Long Beach Mortgage Company” or for inclusion in other offering materials, such publicly available information regarding the Seller, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the pool information, as the Underwriters may reasonably request; (g) Letters from at least two nationally recognized statistical rating agencies rating the Offered Certificates (as defined in the Prospectus Supplement) and a letter from at least one nationally recognized statistical rating agency rating the Class B Certificates; and (viiih) Such further information, certificates, opinions and documents as the Purchaser or the Underwriters may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (i) This Agreement duly executed and delivered by the Purchaser and the Seller; (ii) An Officer's Officers' Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter Underwriters may rely, attaching and attached thereto as exhibits the organizational documents copies of the Seller; (iii) A certificate of incorporation, by-laws and certificate of good standing regarding of the Seller from under the Secretary laws of State for Delaware and stating that the State of Delawareinformation contained in the Prospectus Supplement, dated not earlier than 30 days prior relating to the Mortgage Loans and the Seller, and the applicable loan portfolio, is true and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) if any of the Non-Offered Certificates are offered on the Closing DateDate pursuant to a private placement memorandum, the Seller shall deliver an Officer's Certificate stating that the same information contained in such private placement memorandum is true and accurate in all material respects; (ivb) A certificate An Officers' Certificate of the Seller substantially in the form of Exhibit D-2 heretoSeller, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter Underwriters may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of each of the Seller and the Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the Purchaser, the Certificate Insurer and the Underwriters; (d) Such opinions of counsel from the Purchaser's or Seller's counsel as the Rating Agencies may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely; (ve) A written opinion of counsel for An Indemnification Agreement among the Master Servicer, the Depositor and the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter; (vi) Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Underwriter as an addressee; and (viif) A letter or letters from Deloitte & Touche, L.L.P.Touche LLP, certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably request.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: (i) This Agreement duly executed and delivered by the Purchaser and the Seller; (iia) An Officer's Officers’ Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, and upon which the Purchaser Purchaser, WaMu Capital Corp. (“WCC”) and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Merrill,” and together with WCC, the “Co-Representatives”) and the Underwriter NIMS Insurer, if any, may rely, attaching rely and attached thereto as exhibits the organizational documents copies of the Seller; (iii) A certificate of incorporation, bylaws and certificate of good standing regarding of the Seller from under the Secretary laws of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (ivb) A certificate An Officers’ Certificate of the Seller substantially in the form of Exhibit D-2 heretoSeller, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Co-Representatives and the Underwriter NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the Purchaser; (vc) A written opinion An Opinion of Counsel of the Seller (which may be in-house counsel for of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser), dated the Closing Date and addressed to the Purchaser Purchaser, the Co-Representatives and the UnderwriterNIMS Insurer, if any; (vid) Any other Such opinions of counsel for the Seller required by as the Rating Agencies Agencies, the Co-Representatives, the Trustee or the NIMS Insurer, if any, may reasonably request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viie) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--“Summary of Terms—Mortgage Loans,” “Risk Factors,” “The Sponsor,” “Static Pool Information,” “The Mortgage Pool," "Description of the Mortgage Pool" ” and "Risk Factors --The Mortgage Loans" “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the records of the Seller; (f) The Seller shall deliver or make available to the Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and “Static Pool Information” or for inclusion in other offering materials, such publicly available information regarding the Seller and Washington Mutual Bank, their financial condition, Seller’s underwriting standards, lending activities and loan sales, production, static pool information and master servicing practices, and Washington Mutual Bank’s servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the pool information, as the Co-Representatives may reasonably request; (g) Letters from at least two nationally recognized statistical rating agencies rating the Offered Certificates (as defined in the Prospectus Supplement) and a letter from at least one nationally recognized statistical rating agency rating the Class B Certificates; and (viiih) Such further information, certificates, opinions and documents as the Purchaser or the Co-Representatives may reasonably request.

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

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

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

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

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

Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto: (ib) 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 (iic) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Purchaser Underwriters and the Underwriter BACM may rely, attaching thereto as exhibits the organizational documents of the Seller;; and (iiid) A certificate Certificate of good standing regarding the Seller from Comptroller of the Secretary of State for the State of DelawareCurrency, dated not earlier than 30 days prior to the Closing Date;; and (ive) A certificate of the Seller substantially in the form of Exhibit D-2 heretoSeller, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter Underwriters may rely;rely to the effect that (i) the representations and warranties of the Seller in the Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under the Agreement to be performed or satisfied at or prior to the date hereof; and (vf) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and each as reasonably acceptable to counsel for the PurchaserPurchaser and the Underwriters, dated the Closing Date and addressed to the Purchaser Purchaser, the Underwriters, the Trustee and the Underwriter; (vi) Any each Rating Agency any other opinions of counsel for the Seller required reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Underwriter as an addressee; and (viig) A letter or letters from Deloitte & Touche, L.L.P., certified public accountants, dated Any other opinions of counsel for the dates Seller reasonably requested by the Rating Agencies in connection with the issuance of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the SellerCertificates; and (viiih) Such further certificates, opinions and documents as the Purchaser may reasonably request; and (i) The Indemnification Agreement, duly executed by the respective parties thereto; and (j) One or more comfort letters from the Accountants dated the date of any preliminary Prospectus Supplement, Prospectus Supplement and Memoranda, respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the preliminary Prospectus Supplement and the Prospectus Supplement and to the Purchaser and the Placement Agent in the case of the Memoranda stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, respectively, to be in agreement with the results of such 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: (i) This Agreement duly executed and delivered by the Purchaser and the Seller; (iia) An Officer's Officers' Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, upon which the Purchaser and Salomon Smith Barney Inc. (the "Underwriter") may rely, in a form acceptable to the Purchaser; (b) An Secretary's Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, attaching in a form acceptable to the Purchaser, and attached thereto as exhibits copies of the organizational documents certificate of incorporation, by-laws and certificate of good standing of the Seller; (iiic) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate An Officers' Certificate of the Seller substantially in the form of Exhibit D-2 heretoSeller, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (vd) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter, in a form acceptable to the Purchaser; (vie) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viif) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement and the Memorandum Supplement, dated August 28, 2000 under the captions subheadings "SummarySummary of Prospectus Supplement--The Mortgage PoolLoans," "Description Risk Factors" (to the extent of information regarding the Mortgage Loans therein) "The Mortgage Pool" and "Risk Factors --The The Mortgage LoansLoan Seller" agrees with the records of the Seller; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably request.;

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

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

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

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed An Officer’s Certificate of the Seller, dated the Closing Date, in form satisfactory to and delivered by upon which the Purchaser and Bear, Xxxxxxx & Co. Inc. (the “Representative”) may rely, and attached thereto copies of the certificate of formation, limited partnership agreement and certificate of good standing of the Seller; (iib) An Officer's Certificate substantially in the form Opinion of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Seller, and dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (c) An Officer’s Certificate of RFC, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Seller; (iii) A certificate of incorporation, by-laws and certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing DateRFC; (ivd) A certificate Such opinions of counsel of RFC required by the Seller substantially in Master Mortgage Loan Purchase and Servicing Agreement, dated as of May 24, 2006, by and among Xxxxxxxxxx Securities, LP, Residential Funding Corporation and Homecomings Financial Network, Inc. (the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely“MMLPSA”); (ve) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter; (vi) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viif) A letter or letters from Deloitte & Touche, L.L.P.Touche LLP, certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s prospectus supplement for Series 2006-RFC1, dated May 19, 2006 (the “Prospectus Supplement and Supplement”) relating to the Memorandum Offered Certificates contained under the captions "“Summary--—The Mortgage Pool," "” “Legal Proceedings,” “Risk Factors,” (to the extent of information concerning the Mortgage Loans contained therein) and “Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" ” agrees with the records of the SellerRFC; and (viiig) Such further information, certificates, opinions and documents as the Purchaser or the Representative may reasonably request.

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

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

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

Closing Documents. The Closing Documents shall consist of the following: (i) This Agreement this Agreement, duly executed and delivered by the Purchaser and the Seller; (ii) An each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary Assistant Secretary of the Seller, in his or her individual capacity on behalf of the Seller, and dated the Closing Date, and upon which the Purchaser Depositor, Credit Suisse Securities, the other Underwriters and the Underwriter Rating Agencies (collectively, for purposes of this Section 5, the "Interested Parties") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement and (B) the organizational documents of the Seller; (iiiiv) A a certificate of good standing regarding with respect to the Seller from issued by the Secretary of State for of the State of Delaware, dated California not earlier than 30 days prior to the Closing Date, and upon which the Interested Parties may rely; (ivv) A certificate a Certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller on the Seller's behalf and dated the Closing Date, and upon which the Purchaser and the Underwriter Interested Parties may rely; (vvi) A a written opinion or opinions of counsel for the Seller, substantially in the form Seller (which may include an opinion of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaserin-house counsel), dated the Closing Date and addressed to the Interested Parties and the respective parties to the Pooling and Servicing Agreement, which opinion shall be in form reasonably acceptable to the Purchaser and the Underwriter; (vi) Any shall cover such corporate and other opinions of counsel for the Seller matters as shall be reasonably required by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Underwriter as an addressee; andPurchaser; (vii) A letter one or more comfort letters from Deloitte Ernst & Touche, L.L.P.Young LLP, certified public accountants, dated the dates date of any preliminary Prospectus Supplement and of the Prospectus Supplement, respectively, and addressed to, and in form and substance acceptable to, the Depositor, Credit Suisse Securities, the other Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by the Depositor, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement and the Memorandum (each as defined in Section 9)Prospectus Supplement, compared the results of their calculations to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth corresponding items in the any preliminary Prospectus Supplement and the Memorandum under Prospectus Supplement, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement and the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees Prospectus Supplement, respectively, to be in agreement with the records results of the Seller; andsuch calculations; (viii) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require; (ix) a written certificate or certificates of the Purchaser dated the Closing Date in form acceptable to the Seller confirming the Purchaser's representations and warranties in Section 4 of this Agreement as of the Closing Date, with the resolutions of the Purchaser authorizing the transactions set forth herein, together with copies of the organizational documents and certificate of good standing dated not earlier than 30 days prior to the Closing Date of the Purchaser; and (x) such other certificates of the Purchaser's officers, such opinions of the Purchaser's counsel (which may include in-house counsel) and such other documents required to evidence fulfillment of the conditions set forth in this Agreement as the Seller or its counsel may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (i) This Agreement duly executed and delivered by the Purchaser and the Seller; (iia) An Officer's Officers' Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, upon which the Purchaser and Deutsche Bank Securities Inc. as representative of the several underwriters (the "Representative") and Radian Insurance Inc. (the "NIMs Insurer") may rely and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of the State of Delaware; (b) An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter Representative and the NIMs Insurer may rely, attaching thereto as exhibits with respect to certain facts regarding the organizational documents sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller (which may be in-house counsel of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser), dated the Closing Date and addressed to the Purchaser Purchaser, the Representative and the UnderwriterNIMs Insurer; (vid) Any other Such opinions of counsel for the Seller required by as the Rating Agencies Agencies, the Representative, the Trust Administrator, the Trustee or the NIMs Insurer may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viie) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement and the Memorandum Supplement, dated December 12, 2000, under the captions "SummarySummary of Terms--Mortgage Loans," "Risk Factors," "The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Long Beach Mortgage LoansCompany," agrees with the records of the Seller; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably request.;

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

Closing Documents. The (a) At each Closing, as a condition of the Partnership's obligation to close hereunder, the Contributor of the Property to be conveyed at such Closing Documents or the Participants of such Contributor shall consist of deliver or cause to be delivered the following: (i) This Agreement duly The Deeds, executed by each Contributor of the New York Property, covering such New York Property or the Entity Assignments, executed by each Participant covering all Entity Interests in the Contributors which own such New York Property, except in the case of the 000 Xxx Xxxxxxx Xxxx Property (and delivered separate quitclaim deeds to such Real Property utilizing new ALTA survey descriptions, if requested), and, in the case of the 000 Xxx Xxxxxxx Xxxx Property, the 263 Assignment and Assumption (as hereinafter defined), executed by the Purchaser and Contributor of the Seller000 Xxx Xxxxxxx Xxxx Property; (ii) An Officer's Certificate substantially in the form of Exhibit D-1 heretoThe Entity Assignments, executed by each Participant covering all Entity Interests in the Secretary or an assistant secretary of Contributors which own New Jersey Property. With respect to the Seller, and dated the Closing Date, and upon which the Purchaser 0 Xxxxxxx Xxxxx Property and the Underwriter may rely00 Xxxxxxxx Xxxxxxx, attaching thereto as exhibits Montvale, New Jersey Property (the organizational documents of "25 Xxxxxxxx Property") the SellerContributor which owns the 3 Paragon Property shall also deliver or cause to be delivered, a correcting deed from Xxxxx to 80-20 Associates for the 0 Xxxxxxx Xxxxx Property (the "3 Paragon Correcting Deed") and the Contributor which owns the 25 Xxxxxxxx Property shall also deliver or cause to be delivered a correcting deed from Xxxxx to Montvale IV for the 00 Xxxxxxxx Xxxxxxx Property (the "25 Xxxxxxxx Correcting Deed"); (iii) A certificate The Bills of good standing regarding Sale executed by each Contributor of Personal Property, covering such Personal Property. The applicable Contributor shall also deliver to the Seller from Partnership the Secretary of State original title certificates for the State three (3) automobiles listed on Exhibit "E", together with any and all documentation which is necessary to effectuate the transfer of Delaware, dated not earlier than 30 days prior ownership of the same to the Closing DatePartnership; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 heretoThe Assignments, executed by an executive officer or authorized signatory each Contributor of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may relyProperty; (v) A written opinion The originals (or copies where the originals are not available) of counsel for the SellerContracts, substantially Leases, Licenses, and other items covered by the Assignments as are in the form possession or control of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriterany Contributor or Participant; (vi) Any All machinery and/or equipment operating manuals, technical data and other opinions of counsel for documentation relating to the Seller required by building systems and equipment, and all machinery, equipment and other building warranties and guarantees, if any, but only to the Rating Agencies in connection with the issuance extent that any of the Certificates, each same are in the possession or control of which shall include the Purchaser and the Underwriter as an addressee; andany Contributor or Participant; (vii) A letter or letters from Deloitte & ToucheAll master and duplicate keys, L.L.P., certified public accountants, dated combinations and codes to all locks and security devices for the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of Improvements which they have determined that certain information of an accounting, financial or statistical nature set forth are in the Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description possession or control of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; andany Contributor or Participant; (viii) Such further certificatesAll Tenant security deposits in possession of such Contributor or such Contributor's managing agent; (ix) Written notice from each Contributor of Real Property or such Contributor's managing agent to each Tenant in form annexed hereto as "Exhibit BB" stating that such Real Property has been sold to the Partnership and that Tenant security deposits (if any) in such Contributor's (or such managing agent's) possession have been transferred to the Partnership and directing the Tenants to make future rental payments to the Partnership at the address designated by the Partnership ( the "Tenant Notice Letter"); (x) Non-foreign person certifications executed by each Contributor in the form attached hereto as "Exhibit I"; (xi) All building records and Tenant lease files in with respect to all Real Property to be conveyed at such Closing that are in the possession of any Contributor or Participant; (xii) All bills for current real estate taxes, opinions sewer charges and documents as assessments, water charges and other utilities with respect to all Real Property to be conveyed at such Closing , and to the Purchaser may extent in any Contributor's or Participant's possession or control, bills for each of the same for the last two (2) years, together with proof of payment thereof (to the extent same have been paid); (xiii) All plans, specifications, as-built drawings, surveys, site plans, and final, written reports of architects, engineers and surveyors, and any other Personal Property constituting part of the Property or any portion thereof, but only to the extent that the same exist and are in the possession of any Contributor or Participant or any property manager controlled by any Contributor or Participant; (xiv) An affidavit or affidavits of title in favor of the Title Insurer on the form customarily used by such Title Insurer in the state in which the Subject Property is located, and in form reasonably request.acceptable to each Contributor of Real Property, to enable the Title Insurer to issue the Commitments described in Paragraph 5(b)(i). The Partnership shall require affirmative endorsements against mechanic's liens, consistent with each such Contributor's obligations under Paragraph 5(b)(iii), above; (xv) A letter, from the New Jersey Department of Environmental Protection or its successor ("NJDEP") stating that the provisions of the Industrial Site Recovery Act, N.J.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (i) This Agreement duly executed and delivered by the Purchaser and the Seller; (iia) An Officer's Officers' Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, upon which the Purchaser and Greenwich Capital markets, Inc. as representative of the several underwriters (the "Representative") and Radian Insurance Inc. (the "NIMs Insurer") may rely and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of the State of Delaware; (b) An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter Representative and the NIMs Insurer may rely, attaching thereto as exhibits with respect to certain facts regarding the organizational documents sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller (which may be in-house counsel of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser), dated the Closing Date and addressed to the Purchaser Purchaser, the Representative and the UnderwriterNIMs Insurer; (vid) Any other Such opinions of counsel for the Seller required by as the Rating Agencies Agencies, the Representative, the Trustee or the NIMs Insurer may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viie) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement and the Memorandum Supplement, dated March 14, 2001, under the captions "SummarySummary of Terms--Mortgage Loans," "Risk Factors," "The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Long Beach Mortgage LoansCompany," agrees with the records of the Seller; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably request.;

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (i) This Agreement duly executed and delivered by the Purchaser and the Seller; (iia) An Officer's Officers' Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, and upon which NC Capital, the Purchaser and the Underwriter may rely with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (b) An Opinion of Counsel of the Seller, dated the Closing Date and addressed to NC Capital, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 1; (c) An Officers' Certificate of NC Capital, dated the Closing Date, upon which the Seller, the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 2 hereto, executed by an executive officer or authorized signatory and attached thereto copies of the Seller certificate of incorporation, by- laws and dated certificate of good standing of NC Capital under the Closing Date, and upon which the Purchaser and the Underwriter may relylaws of its state of incorporation; (vd) A written An opinion of counsel for the Seller, substantially in the form Counsel of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the PurchaserNC Capital, dated the Closing Date and addressed to the Purchaser and the Underwriter; (vi) Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance of the CertificatesSeller, each of which shall include the Purchaser and the Underwriter substantially in the form attached hereto as an addressee; andExhibit 3; (viie) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (f) A letter or letters from Deloitte & Touche, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9)date hereof, to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement and the Memorandum for Series 2001-NC1, dated March 19, 2001 under the captions "Summary--The Mortgage PoolLoans," "Description of the Risk Factors," "The Mortgage Pool" (except with respect to the information contained under the caption "The Mortgage Pool--Underwriting Standards") agrees with the records of the Seller and the information contained under the captions "The Mortgage Pool--Underwriting Standards" and "Risk Factors --The Mortgage LoansThe Originator" agrees with the records of the SellerNC Capital; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably request.

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

Closing Documents. The Closing Documents shall consist of the following: (ia) This Agreement duly executed The Pooling and delivered by the Purchaser and the Seller; (ii) An Officer's Certificate substantially in the form of Exhibit D-1 heretoServicing Agreement, executed by the Secretary or an assistant secretary dated as of the Seller, and dated the Closing Cut-off Date, and upon which the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 1 hereto and subject to with such reasonable assumptions and qualifications further changes therein as may be requested by counsel for the Seller and acceptable the Purchaser shall mutually agree to, together with all documents required to counsel for be delivered thereunder; and b) With respect to the Mortgage Loans: 1. An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the certificate insurer and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter") may rely, in the form of Exhibit 2 hereto, and attached thereto resolutions of the board of directors of the Seller, together with copies of the charter, by-laws and certificate of good standing of the Seller from the Office of Thrift Supervision; 2. An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, the certificate insurer and the Underwriter may rely, in the form of Exhibit 3 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; 3. An Opinion of Counsel of the Seller, dated the Closing Date and addressed to the Purchaser Purchaser, the certificate insurer and the Underwriter, substantially in the form attached hereto as Exhibit 4; (vi) Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Underwriter as an addressee; and (vii) 4. A letter or letters from Deloitte & Touche, L.L.P., certified public accountantsPrice Waterhouse LLP, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9)date hereof, to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement and the Memorandum Supplement, dated September 20, 1996, to a Prospectus, dated September 20, 1998 under the captions "Summary--The Mortgage Pool" and "Pooling and Servicing Agreement -The Mortgage Loan Seller and Master Servicer", "-Real Estate Owned" and "-Delinquency and Foreclosures" agrees with the records of the Seller and that the information under the captions "Summary of Prospectus Supplement," "The Mortgage Pool," "Yield on the Certificates" and "Description of the Mortgage Pool" and "Risk Factors --The Mortgage LoansCertificates" agrees with the records of the Seller; 5. 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 or the Pooling and Servicing Agreement; and (viii) 6. Such further information, certificates, opinions and documents as the Purchaser Purchaser, the certificate insurer or Underwriter may reasonably request.

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

Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto: (ib) 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 (iic) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Purchaser Underwriters and the Underwriter BACM may rely, attaching thereto as exhibits the organizational documents of the Seller;; and (iiid) A certificate Certificate of good standing regarding the Seller from Comptroller of the Secretary of State for the State of DelawareCurrency, dated not earlier than 30 days prior to the Closing Date;; and (ive) A certificate of the Seller substantially in the form of Exhibit D-2 heretoSeller, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter Underwriters may rely;rely to the effect that (i) the representations and warranties of the Seller in the Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under the Agreement to be performed or satisfied at or prior to the date hereof; and (vf) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and each as reasonably acceptable to counsel for the PurchaserPurchaser and the Underwriters, dated the Closing Date and addressed to the Purchaser Purchaser, the Underwriters, the Trustee and the Underwriter; (vi) Any each Rating Agency any other opinions of counsel for the Seller required reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Underwriter as an addressee; and (viig) A letter or letters from Deloitte & Touche, L.L.P., certified public accountants, dated Any other opinions of counsel for the dates Seller reasonably requested by the Rating Agencies in connection with the issuance of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the SellerCertificates; and (viiih) Such further certificates, opinions and documents as the Purchaser may reasonably request; and (i) The Indemnification Agreement, duly executed by the respective parties thereto; and (j) One or more comfort letters from the Accountants dated the date of any preliminary Prospectus Supplement, Prospectus Supplement and Memoranda respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the preliminary Prospectus Supplement and the Prospectus Supplement and to the Purchaser and the Placement Agent in the case of the Memoranda stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, respectively, to be in agreement with the results of such 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: (ia) This Agreement duly executed and delivered by An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Xxxxxxx Xxxxx Xxxxxx Inc. (the Seller; (ii"Underwriter") An Officer's Certificate substantially may rely, in the form of Exhibit D-1 3 hereto, executed by and attached thereto copies of the Secretary or an assistant secretary certificate of formation, by-laws and certificate of good standing of the Seller under the laws of Nevada; (b) An Officers' Certificate of the Seller, and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 4 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and the Underwriter may relyPurchaser; (vc) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 5; (vii) Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance an Officers' Certificate of the CertificatesOriginator, each dated the Closing Date, upon which the Purchaser and Xxxxxxx Xxxxx Barney Inc. (the "Underwriter") may rely, in the form of Exhibit 6 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of Delaware and (ii) if the Class CE Certificates and Class P Certificates are offered pursuant to a Private Placement Memorandum, the Originator shall deliver an Officer's Certificate stating that the same information contained in such Private Placement Memorandum as that which shall include appears under the subheadings "Summary of the Prospectus Supplement--The Mortgage Loans," "Risk Factors--Certain Mortgage Loans Have High Loan-to-Value Ratios Which May Present a Greater Risk of Loss With Respect to Such Mortgage Loans,--Certain Mortgage Loans Are Delinquent as of the Cut-off Date, Which May Present a Greater Risks of Loss Relating to Such Mortgage Loans,--The Mortgage Loans Are Concentrated in the State of California, Which May Present a Greater Risk of Loss With Respect to Such Mortgage Loans,--The Rate and Timing of Principal Distributions on the Offered Certificates Will Be Affected by Prepayment Speeds (solely to the extent that such section sets forth the percentage of Mortgage Loans which, by aggregate principal balance as of the Cut-off Date, contain Prepayment Charges), --Violation of Various Federal and State Laws May Result in Losses on the Mortgage Loans, "The Mortgage Pool", and "Pooling and Servicing Agreement--The Originator and Master Servicer", as of the date of the Prospectus Supplement is true and accurate in all material respects; (e) An Officers' Certificate of the Originator, dated the Closing Date, upon which the Purchaser and the Underwriter as an addressee; andmay rely, in the form of Exhibit 7 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Originator to the Seller; (viif) An Opinion of Counsel of the Originator, dated the Closing Date and addressed to the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 8; (g) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (h) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement Supplement, dated March 22, 1999 in the Summary under the subheading "The Mortgage Loans" and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Pooling and Servicing Agreement--The Originator and Master Servicer", agrees with the records of the Originator; (i) The Originator shall deliver for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage LoansSecurities VII, Inc., Floating Rate Mortgage Pass-Through Certificates, Series 1999-AQ1, under the captions "The Mortgage Pool--Underwriting Standards; Representations" and "Pooling and Servicing Agreement--The Originator and Master Servicer", or for inclusion in other offering material such publicly available information regarding the Seller, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; (j) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement, dated March 22, 1999 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the SellerOriginator; and (viiik) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

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

Closing Documents. The Closing Documents Company shall consist have delivered to each Purchaser all of the followingfollowing documents: (i) This Agreement duly executed an Officer's Certificate, dated the date of the Closing, stating that the conditions specified in Section 1, paragraphs 2A through 2L(i), inclusive, and delivered by the Purchaser and the Sellerparagraph 2P have been fully satisfied; (ii) An Officer's Certificate substantially in certified copies of the form of Exhibit D-1 hereto, executed resolutions duly adopted by the Secretary or an assistant secretary Board authorizing (A) the execution, delivery and performance of this Agreement, the Registration Agreement, the Senior Loan Agreement, the Bridge Financing Agreement, the Class T Preferred Stock Agreement, the Acquisition Agreement and each of the Sellerother agreements contemplated hereby and thereby, and dated (B) the Closing Date, and upon which the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents filing of the SellerCertificate of Designation referred to in paragraph 2B, (C) the appointment to the Board of the directors designated pursuant to xxxxxxxxx 0X xxxxxx, (X) the issuance and sale of the Preferred Stock to the Purchasers at the Closing, (E) the reservation for issuance upon conversion of the Preferred Stock of an aggregate of 2,075,472 shares of Class A Common Stock and (F) the consummation of all other transactions contemplated by this Agreement; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delawarean Officer's Certificate, dated not earlier than 30 days prior the date of the Closing, certifying that the Company's stockholders have approved (A) the issuance and sale of the Preferred Stock, (B) an amendment to the Closing DateArticles of Incorporation of the Company increasing the number of authorized shares of capital stock to 300,000,000 shares, consisting of 200,000,000 shares of Class A Common Stock, 10,000,000 shares of Class B Common Stock, and 90,000,000 undesignated shares and (C) the adoption of an amendment to the Bylaws of the Company increasing the size of the Board to eleven members; (iv) A certificate certified copies of the Seller substantially in Articles of Incorporation, the form Certificate of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser Designation and the Underwriter may relyCompany's Bylaws, each as in effect at the Closing; (v) A written opinion duly completed and executed copies of counsel for the SellerAcquisition Agreement, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for Registration Agreement, the Seller and acceptable to counsel for Senior Loan Agreement, the Purchaser, dated the Closing Date and addressed to the Purchaser Bridge Financing Agreement and the UnderwriterClass T Preferred Stock Agreement, each as in effect at the Closing; (vi) Any other opinions of counsel good standing certificates for the Seller required by the Rating Agencies in connection with the issuance jurisdiction of incorporation of the Certificates, Company and each of its Subsidiaries and for each jurisdiction in which shall include the Purchaser and the Underwriter as an addresseeCompany or any of its Subsidiaries is qualified to do business; and (vii) A letter or letters from Deloitte & Touche, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), such other documents relating to the effect that they have performed certain specified procedures transactions contemplated by this Agreement as a result of which they have determined that certain information of an accounting, financial any Purchaser or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; and (viii) Such further certificates, opinions and documents as the Purchaser its special counsel may reasonably request.