Common use of Closing Documents Clause in Contracts

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC (the "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, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (f) A letter from Deloitte & Touche, certified public accountants, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Loans" agrees with the records of the Originator; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing The Closing Documents shall be subject to delivery of each consist of the following documentsfollowing: (ai) A Secretary's The [Transfer] [Pooling] and Servicing Agreement, dated as of the Cut-off Date, substantially in the form of Exhibit 1 hereto and with such further changes therein as the Seller and the Purchaser shall mutually agree to, together with all documents required to be delivered thereunder; and (ii) With respect to the Mortgage Loans: (1) An Officer’s Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC [ ] (the "Underwriter"“Underwriters”) may rely, in the form of Exhibit 2 hereto, and attached thereto a certified copy of the resolutions of the board of directors of the Seller, together with copies of the certificate of incorporationSeller’s [organizational documents], by- laws and a certificate of good standing of the Seller under from the laws Secretary of DelawareState of the State of [ ]; (b2) An Opinion of Counsel Officer’s Certificate 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 Underwriters may rely, and attached thereto copies in the form of the certificate of incorporationExhibit 3 hereto, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory with respect to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this AgreementPurchaser; (f3) An Opinion of Counsel of the Seller (who may be in-house counsel of the Seller), dated the Closing Date and addressed to the Purchaser and the Underwriters, substantially in the form attached hereto as Exhibit 4; (4) A letter from Deloitte & Touche[accounting firm], certified public accountantsdated the date hereof, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s prospectus supplement dated [ ] (the “Prospectus Supplement contained Supplement”), on the cover page thereof and under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "caption “[Description of the Mortgage Loans" ]” agrees with the records of the OriginatorSeller and certain tabular information under the heading “[Certain Yield and Prepayment Considerations]” has been properly calculated; (g5) Such opinions of counsel as the Rating Agencies or the Indenture Trustee may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement or the [Transfer] [Pooling] and Servicing Agreement; and (6) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter 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. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers’ Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the OriginatorPurchaser, the Purchaser ▇▇▇▇▇▇ Brothers Inc. and UBS Warburg LLC WaMu Capital Corp. (the "Underwriter"“Underwriters”) and the NIMS Insurer, if any, may rely, rely and attached thereto copies of the certificate of incorporation, by- laws bylaws and certificate of good standing of the Seller under the laws of the State of Delaware; (b) An Opinion of Counsel Officers’ Certificate of the Seller, dated the Closing Date, in form satisfactory upon which the Purchaser, the Underwriters and the NIMS Insurer, if any, may rely, with respect to and addressed certain facts regarding the sale of the Mortgage Loans, by the Seller to the UnderwriterPurchaser; (c) An Officer's Certificate Opinion of Counsel of the OriginatorSeller (which may be in-house counsel of the Seller), dated the Closing Date, in form satisfactory Date and addressed to and upon which the SellerPurchaser, the Purchaser Underwriters and the Underwriter may relyNIMS Insurer, 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 incorporationif any; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies Agencies, the Underwriters, the Trustee or the Trustee NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's ’s execution and delivery of, or performance under, this Agreement; (fe) A letter from Deloitte & ToucheTouche 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 contained under the captions "Summary--“Summary of Terms—Mortgage Loans," "” “Risk Factors," (to the extent of information concerning the ” “The Sponsor,” “Static Pool Information,” “The Mortgage Loans contained therein) Pool” and "Description of the Mortgage Loans" “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the records of the OriginatorSeller; (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 (h) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter Underwriters may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg 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, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (f) A letter from Deloitte & ToucheTouche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Loans" agrees with the records of the Originator; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC (the "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 Officers' Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter Underwriters may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporationDelaware 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; (db) An opinion Officers' Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Originator to the Purchaser; (c) An Opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Underwriters; (ed) Such opinions of counsel from the Purchaser's or Originator's counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller Originator to the Purchaser or the SellerOriginator's execution and delivery of, or performance under, this AgreementAgreement and upon which the Underwriters may rely; (fe) A letter from Deloitte & ToucheTouche 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 contained Supplement, under the captions "Summary--Mortgage Loans," Summary of Prospectus Supplement", "Risk Factors," (to ", "The Mortgage Pool", "Yield on the extent of information concerning the Mortgage Loans contained therein) and Certificates", "Description of the Mortgage Loans" Certificates", and "Pooling and Servicing Agreement--The Originator and Master Servicer", agrees with the records of the Originator; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A SecretaryAn Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Salomon Smith Bar▇▇▇ ▇▇▇. (the ▇▇▇ "UnderwriterRepresentative") may rely, and attached thereto copies of the certificate of incorporation, by- by-laws and certificate of good standing of the Seller under the laws of DelawareNew York; (b) An Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Representative may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Representative; (cd) 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 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 its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterCalifornia; (e) Such opinions of counsel as the Rating Agencies Agencies, the Trustee or the Trustee Trust Administrator may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (f) A letter from Deloitte & ToucheTouche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2002-WMC1, dated January 23, 2002 (the "Prospectus Supplement Supplement") relating to the Offered Certificates contained under the captions "Summary--The Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the The Mortgage LoansPool" agrees with the records of the OriginatorSeller; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officer’s Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the OriginatorPurchaser, WaMu Capital Corp. (“WCC”) and Banc of America Securities LLC (“Banc of America,” and together with WCC, the Purchaser “Underwriters”) and UBS Warburg LLC (the "Underwriter") NIMS Insurer, if any, may rely, rely and attached thereto copies of the federal charter, bylaws and OTS certificate of incorporation, by- laws and certificate of good standing existence of the Seller under the laws of DelawareSeller; (b) An Opinion of Counsel Officer’s Certificate of the Seller, dated the Closing Date, in form satisfactory upon which the Purchaser, the Underwriters and the NIMS Insurer, if any, may rely, with respect to and addressed certain facts regarding the sale of the Mortgage Loans, by the Seller to the UnderwriterPurchaser; (c) An Officer's Certificate Opinion of Counsel of the OriginatorSeller (which may be in-house counsel of the Seller), dated the Closing Date, in form satisfactory Date and addressed to and upon which the SellerPurchaser, the Purchaser Underwriters and the Underwriter may relyNIMS Insurer, 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 incorporationif any; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies Agencies, the Underwriters, the Trustee, the Delaware Trustee or the Trustee NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's ’s execution and delivery of, or performance under, this Agreement; (fe) A letter from Deloitte & ToucheTouche 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 contained under the captions "Summary--“Summary of Terms—Mortgage Loans," "” “Risk Factors," (to the extent of information concerning the ” “The Sponsor,” “Static Pool Information,” “The Mortgage Loans contained therein) Pool” and "Description of the Mortgage Loans" “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the records of the OriginatorSeller; (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 (h) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter Underwriters may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officer’s Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the OriginatorPurchaser, WaMu Capital Corp. (“WCC”) and ▇▇▇▇▇▇ Brothers Inc. (“▇▇▇▇▇▇,” and together with WCC, the Purchaser “Underwriters”) and UBS Warburg LLC (the "Underwriter") NIMS Insurer, if any, may rely, rely and attached thereto copies of the federal charter, bylaws and OTS certificate of incorporation, by- laws and certificate of good standing existence of the Seller under the laws of DelawareSeller; (b) An Opinion of Counsel Officer’s Certificate of the Seller, dated the Closing Date, in form satisfactory upon which the Purchaser, the Underwriters and the NIMS Insurer, if any, may rely, with respect to and addressed certain facts regarding the sale of the Mortgage Loans, by the Seller to the UnderwriterPurchaser; (c) An Officer's Certificate Opinion of Counsel of the OriginatorSeller (which may be in-house counsel of the Seller), dated the Closing Date, in form satisfactory Date and addressed to and upon which the SellerPurchaser, the Purchaser Underwriters and the Underwriter may relyNIMS Insurer, 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 incorporationif any; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies Agencies, the Underwriters, the Trustee, the Delaware Trustee or the Trustee NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's ’s execution and delivery of, or performance under, this Agreement; (fe) A letter from Deloitte & ToucheTouche 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 contained under the captions "Summary--“Summary of Terms—Mortgage Loans," "” “Risk Factors," (to the extent of information concerning the ” “The Sponsor,” “Static Pool Information,” “The Mortgage Loans contained therein) Pool” and "Description of the Mortgage Loans" “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the records of the OriginatorSeller; (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 (h) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter Underwriters may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing The Closing Documents shall be subject to delivery of each consist of the following documentsfollowing: (ai) A SecretaryThis 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, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC (the "Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller 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, and attached attaching thereto copies as exhibits the organizational documents of the certificate of incorporation, by-laws and Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the Originator under State of Delaware, dated not earlier than 30 days prior to the laws of its state of incorporationClosing Date; (div) An opinion of Counsel A certificate of the OriginatorSeller 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 satisfactory 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; (evi) Such Any other opinions of counsel as for the Seller required by the Rating Agencies or the Trustee may request in connection with the sale issuance of the Mortgage Loans by the Seller to Certificates, each of which shall include the Purchaser or and the Seller's execution and delivery of, or performance under, this Agreement;Underwriter as an addressee; and (fvii) 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 contained and the Memorandum under the captions "Summary--The Mortgage LoansPool," "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 Originator;Seller; and (gviii) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. (the "Underwriter") may rely, in the form of Exhibit 1 hereto, and attached thereto copies of the certificate of incorporation, by- by-laws and certificate of good standing of the Seller under the laws of DelawareCalifornia; (b) An Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and the Underwriter may rely, in the form of Exhibit 2 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to Date and addressed to the Originator, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 3; (cd) 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, 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; (de) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to Date and addressed to the UnderwriterSeller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 5; (ef) 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; (fg) A letter from Deloitte & ToucheKPMG Peat Marwick, L.L.P., certified public accountants, dated the date hereof, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Depositor's Prospectus Supplement contained for Series 1999-NC4, dated August 23, 1999 under the captions "Summary--The Mortgage Loans," "Risk Factors," "The Mortgage Pool" (except with respect to the extent information contained under the caption "The Mortgage Pool--Underwriting Standards") agrees with the records of the Seller and the information concerning contained under the captions "The Mortgage Loans contained therein) Pool--Underwriting Standards" and "Description of the Mortgage LoansPooling and Servicing Agreement--The Master Servicer" agrees with the records of the Originator; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.; and

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Salomon Brothers Inc (the "Underwriter") may rely, and attached thereto copies in the form 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 relyExhibit 1 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator Seller under the laws of its state of incorporationCalifornia; (db) An opinion of Counsel Officers' Certificate of the OriginatorSeller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form satisfactory of Exhibit 2 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date and addressed to the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 3; (ed) 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; (fe) A letter from Deloitte & ToucheKPMG Peat Marwick, L.L.P., certified public accountants, dated the date hereof, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement contained Supplement, dated September 22, 1998, under the captions "Summary--Summary -- The Mortgage Pool," "Risk Factors -- Additional Risks Associated with the Mortgage Loans," "Risk Factors,The Mortgage Pool" (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage LoansPooling and Servicing Agreement -- The Master Servicer" agrees with the records of the Originator;Seller; and (gf) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A SecretaryAn Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Citigroup Global Markets Inc. (the "UnderwriterRepresentative") may rely, and attached thereto copies of the certificate of incorporationformation, by- laws limited liability company agreement and certificate of good standing of the Seller under the laws of DelawareSeller; (b) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Representative; (c) An Officer's Certificate of the OriginatorResponsible Party, dated the Closing Date, in form satisfactory to and upon which the Seller, 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 its state of incorporationResponsible Party; (d) An opinion Opinion of Counsel of the OriginatorResponsible Party, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Representative; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (f) A letter from Deloitte & ToucheTouche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2005-OPT2, dated February 1, 2005 (the "Prospectus Supplement Supplement") relating to the Offered Certificates contained under the captions "Summary--The Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the The Mortgage LoansPool" agrees with the records of the Originator; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.Responsible Party; and

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officer’s Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the OriginatorPurchaser, WaMu Capital Corp. (“WCC”) and ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. (“Goldman,” and together with WCC, the Purchaser “Underwriters”) and UBS Warburg LLC (the "Underwriter") NIMS Insurer, if any, may rely, rely and attached thereto copies of the federal charter, bylaws and OTS certificate of incorporation, by- laws and certificate of good standing existence of the Seller under the laws of DelawareSeller; (b) An Opinion of Counsel Officer’s Certificate of the Seller, dated the Closing Date, in form satisfactory upon which the Purchaser, the Underwriters and the NIMS Insurer, if any, may rely, with respect to and addressed certain facts regarding the sale of the Mortgage Loans, by the Seller to the UnderwriterPurchaser; (c) An Officer's Certificate Opinion of Counsel of the OriginatorSeller (which may be in-house counsel of the Seller), dated the Closing Date, in form satisfactory Date and addressed to and upon which the SellerPurchaser, the Purchaser Underwriters and the Underwriter may relyNIMS Insurer, 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 incorporationif any; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies Agencies, the Underwriters, the Trustee, the Delaware Trustee or the Trustee NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's ’s execution and delivery of, or performance under, this Agreement; (fe) A letter from Deloitte & ToucheTouche 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 contained under the captions "Summary--“Summary of Terms—Mortgage Loans," "” “Risk Factors," (to the extent of information concerning the ” “The Sponsor,” “Static Pool Information,” “The Mortgage Loans contained therein) Pool” and "Description of the Mortgage Loans" “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the records of the OriginatorSeller; (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 (h) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter Underwriters may reasonably request.

Closing Documents. Without limiting The Closing Documents shall consist of the generality of Section 8 hereoffollowing: (i) this Agreement, duly executed by the closing shall be subject to delivery of Purchaser and the Seller; (ii) each of the following documents:Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (aiii) A Secretaryan Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an Assistant Secretary of the Seller, in his or her individual capacity on behalf of the Seller, and dated the Closing Date, in form satisfactory to and upon which the OriginatorDepositor, Credit Suisse Securities, the Purchaser other Underwriters and UBS Warburg LLC the Rating Agencies (collectively, for purposes of this Section 5, the "UnderwriterInterested Parties") may rely, and attached attaching thereto copies as exhibits (A) the resolutions of the certificate board of incorporation, by- laws directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement and (B) the organizational documents of the Seller; (iv) a certificate of good standing with respect to the Seller issued by the Secretary of State of the State of California not earlier than 30 days prior to the Closing Date, and upon which the Interested Parties may rely; (v) a Certificate of the Seller under substantially in the laws form of Delaware; (b) An Opinion of Counsel Exhibit D-2 hereto, executed by an executive officer of the Seller on the Seller, 's behalf and dated the Closing Date, in form satisfactory to and upon which the Interested Parties may rely; (vi) a written opinion or opinions of counsel for the Seller (which may include an opinion of in-house counsel), dated the Closing Date and addressed to the UnderwriterInterested Parties and the respective parties to the Pooling and Servicing Agreement, which opinion shall be in form reasonably acceptable to the Purchaser and shall cover such corporate and other matters as shall be reasonably required by the Purchaser; (cvii) An Officer's Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies one 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 more comfort letters from Deloitte Ernst & ToucheYoung 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 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 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 Mortgage Loans set forth in any preliminary Prospectus Supplement and the Prospectus Supplement contained under Supplement, compared the captions "Summary--Mortgage Loans," "Risk Factors," (results of their calculations to the extent of information concerning corresponding items in any preliminary Prospectus Supplement and the Mortgage Loans contained therein) Prospectus Supplement, respectively, and "Description of found each such number and percentage set forth in any preliminary Prospectus Supplement and the Mortgage Loans" agrees Prospectus Supplement, respectively, to be in agreement with the records results of the Originatorsuch calculations; (gviii) Such such further information, certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require; (ix) a written certificate or certificates of the Underwriter 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. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Deutsche Bank Securities Inc. as representative of the several underwriters (the "UnderwriterRepresentative") 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 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, rely and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator Seller under the laws of its state the State of incorporationDelaware; (db) An opinion of Counsel Officers' Certificate of the OriginatorSeller, dated the Closing Date, in form satisfactory upon which the Purchaser and the Representative and the NIMs Insurer may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller (which may be in-house counsel of the Seller), dated the Closing Date and addressed to the UnderwriterPurchaser, the Representative and the NIMs Insurer; (ed) Such opinions of counsel as the Rating Agencies Agencies, the Representative, the Trust Administrator, the Trustee or the Trustee NIMs Insurer may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (fe) A letter from Deloitte & ToucheTouche 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 contained Supplement, dated December 12, 2000, under the captions "SummarySummary of Terms--Mortgage Loans," "Risk Factors," (to the extent of information concerning the "The Mortgage Loans contained therein) Pool," and "Description of the Long Beach Mortgage LoansCompany," agrees with the records of the OriginatorSeller; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A SecretaryAn Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Citigroup Global Markets Inc. (the "UnderwriterRepresentative") may rely, and attached thereto copies of the certificate of incorporationformation, by- laws limited liability company agreement and certificate of good standing of the Seller under the laws of DelawareSeller; (b) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Representative; (c) An Officer's Certificate of the OriginatorResponsible Party, dated the Closing Date, in form satisfactory to and upon which the Seller, 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 its state of incorporationResponsible Party; (d) An opinion Opinion of Counsel of the OriginatorResponsible Party, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Representative; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (f) A letter from Deloitte & ToucheTouche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2004-NC2, dated September 23, 2004 (the "Prospectus Supplement Supplement") relating to the Offered Certificates contained under the captions "Summary--The Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the The Mortgage LoansPool" agrees with the records of the Originator; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.; and

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A SecretaryAn Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Citigroup Global Markets Inc. (the "UnderwriterRepresentative") may rely, and attached thereto copies of the certificate of incorporation, by- by-laws and certificate of good standing of the Seller under the laws of DelawareNew York; (b) An Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Representative may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Representative; (cd) 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 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 its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterCalifornia; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (f) A letter from Deloitte & ToucheTouche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2003-HE1, dated April 22, 2003 (the "Prospectus Supplement Supplement") relating to the Offered Certificates contained under the captions "Summary--The Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the The Mortgage LoansPool" agrees with the records of the Originator; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.Seller; and

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Deutsche Bank Securities Inc. (the "Underwriter") may rely, rely and attached thereto copies of the certificate of incorporation, by- by-laws and certificate of good standing of the Seller under the laws of DelawareMaryland; (b) An Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and the Underwriter may rely with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to Date and addressed to the Originator, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 3; (cd) An Officer's Officers' Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, in the form of Exhibit 4 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (de) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to Date and addressed to the UnderwriterSeller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 5; (ef) 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; (fg) A letter from Deloitte & ToucheKPMG Peat Marwick, L.L.P., certified public accountants, dated the date hereof, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Depositor's Prospectus Supplement contained for Series 1999-NCC, dated October 22, 1999 under the captions "Summary--The Mortgage Loans," "Risk Factors," "The Mortgage Pool" (except with respect to the extent information contained under the caption "The Mortgage Pool--Underwriting Standards") agrees with the records of the Seller and the information concerning contained under the captions "The Mortgage Loans contained therein) Pool--Underwriting Standards" and "Description of the Mortgage LoansThe Originator" agrees with the records of the Originator; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.New Century; and

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. (the "Underwriter") may rely, and attached thereto copies in the form 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 relyExhibit 1 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of New York; (b) An Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and the Underwriter may rely, in the form of Exhibit 2 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date and addressed to the Originator, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 3; (d) An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser and the Underwriter may rely, in the form of Exhibit 4 hereto, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Originator under the laws of its state of incorporation; (de) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to Date and addressed to the UnderwriterSeller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 5; (ef) 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; (fg) A letter from Deloitte & ToucheKPMG Peat Marwick, L.L.P., certified public accountants, dated the date hereof, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement contained for Salomon Brothers Mortgage Securities VII, Inc., Floating Rate Mortgage Pass-Through Certificates, Series 1999-3 (the "Prospectus Supplement"), dated May 11, 1999 under the captions caption "SummaryPooling and Servicing Agreement--The Master Servicers--New Century Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage LoansCorporation" agrees with the records of the OriginatorMaster Servicer; (gh) Such further informationinformation for inclusion in the Prospectus Supplement under the captions "The Mortgage Pool--Underwriting Standards; Representations--New Century's Underwriting Programs" and "Pooling and Servicing Agreement--The Master Servicers--New Century Mortgage Corporation", certificatesor for inclusion in other offering material such publicly available information regarding the Originator, opinions its financial condition and documents its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information as the Purchaser or the Underwriter Seller may reasonably request.request and as the Originator shall be capable of providing without unreasonable expense; (i) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions "Summary of Prospectus Supplement--The Mortgage Loans", "Risk Factors", "The Mortgage Pool", "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Seller; and

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. Inc (the "Underwriter") may rely, in the form of Exhibit 2 hereto, and attached thereto copies of the certificate of incorporation, by- by-laws and certificate of good standing of the Seller under the laws of DelawareNew York; (b) An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit 3 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to Date and addressed to the Originator, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 4; (cd) 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, in the form of Exhibit 5 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (de) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to Date and addressed to the UnderwriterSeller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 6; (ef) 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; (fg) A letter from Deloitte & ToucheTouche 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 contained Supplement, dated June 23, 1999 in the Summary under the subheading "The Mortgage Loans" and under the captions "Summary--The Mortgage Loans,Pool" "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Loans" Pooling and Servicing Agreement--The Master Servicer", agrees with the records of the Originator; (gh) The Originator shall deliver to the Seller for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, Inc., Floating Rate Mortgage Pass-Through Certificates, Series 1999-LB1, under the captions "The Mortgage Pool-- Underwriting Standards; Representations" and "Pooling and Servicing Agreement -- The Master Servicer", or for inclusion in other offering material such publicly available information regarding the Originator, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; (i) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated June 23, 1999 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Seller; and (j) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A SecretaryAn Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Citigroup Global Markets Inc. (the "UnderwriterRepresentative") may rely, and attached thereto copies of the certificate of incorporationformation, by- laws limited liability company agreement and certificate of good standing of the Seller under the laws of DelawareSeller; (b) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Representative; (c) An Officer's Certificate of the OriginatorResponsible Party, dated the Closing Date, in form satisfactory to and upon which the Seller, 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 its state of incorporationResponsible Party; (d) An opinion Opinion of Counsel of the OriginatorResponsible Party, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Representative; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (f) A letter from Deloitte & ToucheTouche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2005-NC1, dated February 1, 2005 (the "Prospectus Supplement Supplement") relating to the Offered Certificates contained under the captions "Summary--The Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the The Mortgage LoansPool" agrees with the records of the Originator; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.; and

Closing Documents. Without limiting the generality of ----------------- Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser Purchaser, MBIA Insurance Corporation ("MBIA") and UBS Warburg LLC Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit 3 hereto, and attached thereto copies of the certificate of incorporation, by- by-laws and certificate of good standing of the Seller under the laws of DelawareNew York; (b) An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, MBIA and the Underwriter may rely, in the form of Exhibit 4 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to Date and addressed to the Originator, the Purchaser, MBIA and the Underwriter, substantially in the form attached hereto as Exhibit 5; (cd) An Officer's Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser 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 its state of incorporationDelaware; (de) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to Date and addressed to the Seller, the Purchaser, MBIA and the Underwriter, substantially in the form attached hereto as Exhibit 7; (ef) 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; (fg) A letter from Deloitte & ToucheTouche 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 contained Supplement, dated January 22, 1997 in the Summary under the subheading "The Mortgage Pool" and under the captions "Summary--The Mortgage Loans,Pool" "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage LoansPooling and Servicing Agreement -- The Originator and Master Servicer" agrees with the records of the Originator; (gh) The Originator shall deliver to the Seller for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, Inc., Asset-Backed Floating Rate Certificates, Series 1997-LB1, under the captions "The Mortgage Pool -- Underwriting Standards; Representations" and "Pooling and Servicing Agreement -- The Originator and Master Servicer" , or for inclusion in other offering material such publicly available information regarding the Originator, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; (i) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated January 22, 1997 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Seller; and (j) Such further information, certificates, opinions and documents as the Purchaser Purchaser, MBIA or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 7 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers’ Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Citigroup Global Markets Inc. (the "“Underwriter"”) may rely, and attached thereto copies of in a form acceptable to the certificate of incorporation, by- laws and certificate of good standing of the Seller under the laws of DelawarePurchaser; (b) An Opinion of Counsel A Secretary’s Certificate 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, 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 under Seller; (c) An Opinion of Counsel of the laws of its state of incorporationSeller, dated the Closing Date and addressed to the Purchaser and the Underwriter, in a form acceptable to the Purchaser; (d) An opinion Officers’ Certificate of Counsel of the each Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form satisfactory to and addressed acceptable to the UnderwriterPurchaser; (e) A Secretary’s Certificate of each Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator; (f) 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 ’s execution and delivery of, or performance under, this Agreement; (fg) A letter from Deloitte & ToucheTouche 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 contained under Supplement, dated May 30, 2006 and the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Loans" Purchaser’s Private Placement Memorandum, dated May 31, 2006, agrees with the records of the OriginatorSeller; (gh) Letters from certified public accountants for PHH and National City, 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 30, 2006 under the subheading “The Servicers” and the Purchaser’s Private Placement Memorandum, dated May 31, 2006, under the subheading “The Servicers” agrees with the records of the Servicer; and (i) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting The Closing Documents shall consist of the generality of Section 8 hereoffollowing: (i) this Agreement, duly executed by the closing shall be subject to delivery of Purchaser and the Seller; (ii) each of the following documents:Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (aiii) A Secretaryan Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, in his or her individual capacity on behalf of the Seller, and dated the Closing Date, in form satisfactory to and upon which the OriginatorCSFB Mortgage Securities, CSFB LLC, the Purchaser other Underwriters and UBS Warburg LLC the Rating Agencies (collectively, for purposes of this Section 7, the "UnderwriterInterested Parties") may rely, and attached attaching thereto copies as an exhibit the bylaws of the Seller; (iv) a certificate of incorporationcorporate existence with respect to the Seller issued by the Comptroller of Currency not earlier than fifteen (15) months prior to the Closing Date, by- laws and certificate of good standing upon which the Interested Parties may rely; (v) a Certificate of the Seller under substantially in the laws form of Delaware; (b) An Opinion of Counsel Exhibit D-2 hereto, executed by an executive officer of the Seller on the Seller, 's behalf and dated the Closing Date, in form satisfactory to and upon which the Interested Parties may rely; (vi) a written opinion or opinions of counsel for the Seller (which may include an opinion of in-house counsel), dated the Closing Date and addressed to the UnderwriterInterested Parties and the respective parties to the Pooling and Servicing Agreement, which opinion shall be in form reasonably acceptable to the Purchaser and shall cover such corporate and other matters as shall be reasonably required by the Purchaser; (cvii) An Officer's Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies one 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 more comfort letters from Deloitte Ernst & ToucheYoung, certified public accountants, dated the date of any preliminary Prospectus Supplement and of the Prospectus Supplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB LLC, the other Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by CSFB Mortgage Securities, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the 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 Mortgage Loans set forth in any preliminary Prospectus Supplement and the Prospectus Supplement contained under Supplement, compared the captions "Summary--Mortgage Loans," "Risk Factors," (results of their calculations to the extent of information concerning corresponding items in any preliminary Prospectus Supplement and the Mortgage Loans contained therein) Prospectus Supplement, respectively, and "Description of found each such number and percentage set forth in any preliminary Prospectus Supplement and the Mortgage Loans" agrees Prospectus Supplement, respectively, to be in agreement with the records results of the Originatorsuch calculations; (gviii) Such such further information, certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require; (ix) a written certificate or certificates of the Underwriter 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. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser Purchaser, Financial Security Assurance Inc. ("FSA") and UBS Warburg LLC Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit 3 hereto, and attached thereto copies of the certificate of incorporation, by- by-laws and certificate of good standing of the Seller under the laws of DelawareNew York; (b) An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, FSA and the Underwriter may rely, in the form of Exhibit 4 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to Date and addressed to the Originator, the Purchaser, FSA and the Underwriter, substantially in the form attached hereto as Exhibit 5; (cd) An Officer's Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser 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 its state of incorporationDelaware; (de) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to Date and addressed to the Seller, the Purchaser, FSA and the Underwriter, substantially in the form attached hereto as Exhibit 7; (ef) 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; (fg) A letter from Deloitte & ToucheTouche 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 contained Supplement, dated November 20, 1996 in the Summary under the subheading "The Mortgage Pool" and under the captions "Summary--The Mortgage Loans,Pool" "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage LoansPooling and Servicing Agreement-- The Originator and Master Servicer" agrees with the records of the Originator; (gh) The Originator shall deliver to the Seller for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, Inc., Asset-Backed Floating Rate Certificates, Series 1996-LB3, under the captions "The Mortgage Pool-- Underwriting Standards; Representations" and "Pooling and Servicing Agreement-- The Originator and Master Servicer" , or for inclusion in other offering material such publicly available information regarding the Originator, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; (i) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated November 20, 1996 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Seller; and (j) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's Certificate The Closing Documents shall consist of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC (the "Underwriter") may relyfollowing, and attached thereto copies can only be waived and modified by mutual consent of the certificate of incorporation, by- laws and certificate of good standing of the Seller under the laws of Delaware;parties hereto: (b) An Opinion of Counsel of This Agreement, duly executed and delivered by the Purchaser and the Seller, dated and the Closing DatePooling and Servicing Agreement, in form satisfactory to duly executed and addressed to delivered by the Underwriter;Purchaser and all the other parties thereto; and (c) An Officer's Certificate executed by an authorized officer of the OriginatorSeller, in his or her individual capacity, and dated the Closing Date, in form satisfactory to and upon which the SellerUnderwriters, the Purchaser and the Underwriter BACM may rely, and attached attaching thereto copies as exhibits the organizational documents of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation;Seller; and (d) An opinion Certificate of Counsel good standing regarding the Seller from Comptroller of the OriginatorCurrency, dated not earlier than 30 days prior to the Closing Date; and (e) A certificate of the Seller, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, in form satisfactory to and addressed upon which the Purchaser and the Underwriters may rely to the Underwriter; effect that (ei) Such opinions the representations and warranties of counsel the Seller in the Agreement are true and correct in all material respects at and as of the Rating Agencies or the Trustee may request in connection date hereof with the sale of same effect as if made on the Mortgage Loans by 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 Purchaser or the Seller's execution and delivery of, or performance under, this Agreement;date hereof; and (f) A letter from Deloitte & Touchewritten opinion of counsel for the Seller, certified public accountantssubject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller each as reasonably acceptable to counsel for the Purchaser and the Underwriters, dated the Closing Date and addressed to the effect that they have performed certain specified procedures as a result Purchaser, the Underwriters, the Trustee and each Rating Agency any other opinions of which they determined that certain information of an accounting, financial or statistical nature set forth counsel for the Seller reasonably requested by the Rating Agencies in connection with the Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description issuance of the Mortgage Loans" agrees with the records of the Originator;Certificates; and (g) Any other opinions of counsel for the Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates; and (h) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter 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. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the OriginatorOriginators, the Purchaser and UBS Warburg LLC Salomon Brothers Inc (the "Underwriter") may rely, and attached thereto copies in the form 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 relyExhibit 3 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of New York; (b) An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit 4 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date and addressed to the Originators, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 5; (d) An Officer's Certificate of each Originator, dated the Closing Date, upon which the Seller, the Purchaser and the Underwriter may rely, in the form of Exhibit 6 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of such Originator under the laws of its state of incorporation; (de) An opinion of Counsel of the each Originator, dated the Closing Date, in form satisfactory to Date and addressed to the UnderwriterSeller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 7; (ef) 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; (fg) A letter from Deloitte & ToucheTouche 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 contained Supplement, dated November 21, 1997 in the Summary under the subheading "The Mortgage Pool" and under the captions "Summary--The Mortgage LoansPool" and "Pooling and Servicing Agreement-- Ameriquest Mortgage Company," or "Risk Factors--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 extent effect that they have performed certain specified procedures as a result of which they determined that certain information concerning of an accounting, financial or statistical nature set forth in the Mortgage Loans contained therein) Purchaser's Prospectus Supplement, dated November 21, 1997 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Mortgage LoansCertificates" agrees with the records of the Originator;Seller; and (gj) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg Securities LLC (the "“Underwriter"”) may rely, and attached thereto copies of the certificate of incorporation, by- 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, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (f) A letter from Deloitte & ToucheTouche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement contained under the captions "“Summary--—Mortgage Loans," "” “Risk Factors," ” (to the extent of information concerning the Mortgage Loans contained therein) and "“Description of the Mortgage Loans" ” agrees with the records of the Originator; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the OriginatorNC Capital, the Purchaser and UBS Warburg LLC (the "Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller 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 OriginatorNC Capital, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator NC Capital under the laws of its state of incorporation; (d) An opinion of Counsel of the OriginatorNC Capital, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (f) A letter from Deloitte & ToucheTouche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Loans" agrees with the records of the OriginatorNC Capital; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing The Closing Documents shall be subject to delivery of each consist of the following documentsfollowing: (ai) A Secretary's The Pooling and Servicing Agreement, dated as of the Cut-off Date, substantially in the form of Exhibit 1 hereto and with such further changes therein as the Seller and the Purchaser shall mutually agree to, together with all documents required to be delivered thereunder; and (ii) With respect to the Mortgage Loans: (1) An Officer’s Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC each of ▇.▇. ▇▇▇▇▇▇ Securities Inc., Citigroup Global Markets Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the "Underwriter"“Underwriters”) may rely, in the form of Exhibit 2 hereto, and attached thereto a certified copy of the resolutions of the board of directors of the Seller, together with copies of the certificate Seller’s Certificate of incorporationLimited Partnership and Agreement of Limited Partnership, by- laws as amended, and a certificate of good standing of the Seller under from the laws Secretary of State of the State of Delaware; (b2) An Opinion of Counsel Officer’s Certificate 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 Underwriters may rely, and attached thereto copies in the form of the certificate of incorporationExhibit 3 hereto, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory with respect to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this AgreementPurchaser; (f3) An Opinion of Counsel of the Seller (who may be in-house counsel of the Seller), dated the Closing Date and addressed to the Purchaser and the Underwriters, substantially in the form attached hereto as Exhibit 4; (4) A letter from Deloitte & ToucheTouche LLP, certified public accountantsdated the date hereof, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s prospectus dated April 11, 2007, as supplemented by the supplement dated April 13, 2007 (the “Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (Supplement”), relating to the extent offering of information concerning certain classes of Bayview Financial Mortgage Pass-Through Certificates, Series 2007-A, has been properly calculated; (5) Such opinions of counsel as the Rating Agencies or the Trustee may reasonably request in connection with the sale of the Mortgage Loans contained therein) by the Seller to the Purchaser or the Seller’s execution and "Description of delivery of, or performance under, this Agreement or the Mortgage Loans" agrees with the records of the Originator;Pooling and Servicing Agreement; and (g6) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter Underwriters may reasonably request. (iii) Such additional documentation as is required to be delivered under the Underwriting Agreement dated April 13, 2007, among the Seller, the Purchaser and ▇.▇. ▇▇▇▇▇▇ Securities Inc., as representative of the several Underwriters.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Greenwich Capital markets, Inc. as representative of the several underwriters (the "UnderwriterRepresentative") 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 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, rely and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator Seller under the laws of its state the State of incorporationDelaware; (db) An opinion of Counsel Officers' Certificate of the OriginatorSeller, dated the Closing Date, in form satisfactory upon which the Purchaser and the Representative and the NIMs Insurer may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller (which may be in-house counsel of the Seller), dated the Closing Date and addressed to the UnderwriterPurchaser, the Representative and the NIMs Insurer; (ed) Such opinions of counsel as the Rating Agencies Agencies, the Representative, the Trustee or the Trustee NIMs Insurer may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (fe) A letter from Deloitte & ToucheTouche 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 contained Supplement, dated March 14, 2001, under the captions "SummarySummary of Terms--Mortgage Loans," "Risk Factors," (to the extent of information concerning the "The Mortgage Loans contained therein) Pool," and "Description of the Long Beach Mortgage LoansCompany," agrees with the records of the OriginatorSeller; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the OriginatorNC Capital, the Purchaser and UBS Warburg LLC 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, in the form of Exhibit 2 hereto, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller under the laws of Delaware; (b) An 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, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator NC Capital under the laws of its state of incorporation; (d) An opinion of Counsel of the OriginatorNC Capital, dated the Closing Date, in form satisfactory to Date and addressed to the UnderwriterSeller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 3; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (f) A letter from Deloitte & Touche, certified public accountants, dated the date hereof, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement contained for Series 2001-NC1, dated March 19, 2001 under the captions "Summary--The Mortgage Loans," "Risk Factors," "The Mortgage Pool" (except with respect to the extent information contained under the caption "The Mortgage Pool--Underwriting Standards") agrees with the records of the Seller and the information concerning contained under the captions "The Mortgage Loans contained therein) Pool--Underwriting Standards" and "Description of the Mortgage LoansThe Originator" agrees with the records of the Originator; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.NC Capital; and

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A SecretaryAn Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Bear, ▇▇▇▇▇▇▇ & Co. Inc. (the "UnderwriterRepresentative") may rely, and attached thereto copies of the certificate of incorporationformation, by- laws limited liability company agreement and certificate of good standing of the Seller under the laws of DelawareSeller; (b) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Representative; (c) An Officer's Certificate of the OriginatorResponsible Party, dated the Closing Date, in form satisfactory to and upon which the Seller, 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 its state of incorporationResponsible Party; (d) An opinion Opinion of Counsel of the OriginatorResponsible Party, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Representative; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (f) A letter from Deloitte & ToucheTouche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2006-OPT1, dated March 10, 2006 (the "Prospectus Supplement Supplement") relating to the Offered Certificates contained under the captions "Summary--The Mortgage LoansPool," "Legal Proceedings," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage LoansPool" agrees with the records of the Originator;Responsible Party; and (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter Representative may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Salomon Brothers Inc (the "Underwriter") may rely, and attached thereto copies in the form 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 relyExhibit 1 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator Seller under the laws of its state of incorporationCalifornia; (db) An opinion of Counsel Officers' Certificate of the OriginatorSeller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form satisfactory of Exhibit 2 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date and addressed to the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 3; (ed) 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; (fe) A letter from Deloitte & ToucheKPMG Peat Marwick, L.L.P., certified public accountants, dated the date hereof, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement contained Supplement, dated September 22, 1998, under the captions "Summary--Summary-- The Mortgage Pool," "Risk Factors-- Additional Risks Associated with the Mortgage Loans," "Risk Factors,The Mortgage Pool" (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage LoansPooling and Servicing Agreement-- The Master Servicer" agrees with the records of the Originator;Seller; and (gf) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officer’s Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Citigroup Global Markets Inc. (the "Underwriter"“Representative”) may rely, and attached thereto copies of the certificate of incorporationformation, by- laws limited liability company agreement and certificate of good standing of the Seller under the laws of DelawareSeller; (b) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Representative; (c) An Officer's ’s Certificate of the OriginatorResponsible Party, dated the Closing Date, in form satisfactory to and upon which the Seller, 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 its state of incorporationResponsible Party; (d) An opinion Opinion of Counsel of the OriginatorResponsible Party, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Representative; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's ’s execution and delivery of, or performance under, this Agreement; (f) A letter from Deloitte & ToucheTouche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s prospectus supplement for Series 2005-NC3, dated June 3, 2005 (the “Prospectus Supplement Supplement”) relating to the Offered Certificates contained under the captions "“Summary--—The Mortgage Loans," "” “Risk Factors," ” (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the “The Mortgage Loans" Pool” agrees with the records of the Originator;; and (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter Representative may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. (the "Underwriter") may rely, in the form of Exhibit 3 hereto, and attached thereto copies of the certificate of incorporationformation, by- by-laws and certificate of good standing of the Seller under the laws of DelawareNevada; (b) An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit 4 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to Date and addressed to the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 5; (ci) An Officer's an Officers' Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. (the Underwriter "Underwriter") may rely, in the form of Exhibit 6 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state Delaware and (ii) if the Class CE Certificates and Class P Certificates are offered pursuant to a Private Placement Memorandum, the Originator shall deliver an Officer's Certificate stating that the same information contained in such Private Placement Memorandum as that which appears under the subheadings "Summary of incorporationthe 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; (de) An opinion Officers' Certificate of the Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit 7 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Originator to the Seller; (f) An Opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to Date and addressed to the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 8; (eg) 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; (fh) A letter from Deloitte & ToucheTouche 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 contained Supplement, dated March 22, 1999 in the Summary under the subheading "The Mortgage Loans" and under the captions "Summary--The Mortgage Loans,Pool" "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Loans" Pooling and Servicing Agreement--The Originator and Master Servicer", agrees with the records of the Originator; (gi) The Originator shall deliver for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, Inc., Floating Rate Mortgage Pass-Through Certificates, Series 1999-AQ1, under the captions "The Mortgage Pool--Underwriting Standards; Representations" and "Pooling and Servicing Agreement--The Originator and Master Servicer", or for inclusion in other offering material such publicly available information regarding the Seller, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; (j) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement, dated March 22, 1999 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Originator; and (k) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officer’s Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the OriginatorPurchaser, WaMu Capital Corp. (“WCC”) and Banc of America Securities LLC (“BofA,” and together with WCC, the Purchaser “Underwriters”) and UBS Warburg LLC (the "Underwriter") NIMS Insurer, if any, may rely, rely and attached thereto copies of the federal charter, bylaws and OTS certificate of incorporation, by- laws and certificate of good standing existence of the Seller under the laws of DelawareSeller; (b) An Opinion of Counsel Officer’s Certificate of the Seller, dated the Closing Date, in form satisfactory upon which the Purchaser, the Underwriters and the NIMS Insurer, if any, may rely, with respect to and addressed certain facts regarding the sale of the Mortgage Loans, by the Seller to the UnderwriterPurchaser; (c) An Officer's Certificate Opinion of Counsel of the OriginatorSeller (which may be in-house counsel of the Seller), dated the Closing Date, in form satisfactory Date and addressed to and upon which the SellerPurchaser, the Purchaser Underwriters and the Underwriter may relyNIMS Insurer, 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 incorporationif any; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies Agencies, the Underwriters, the Trustee, the Delaware Trustee or the Trustee NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's ’s execution and delivery of, or performance under, this Agreement; (fe) A letter from Deloitte & ToucheTouche 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 contained under the captions "Summary--“Summary of Terms—Mortgage Loans," "” “Risk Factors," (to the extent of information concerning the ” “The Sponsor,” “Static Pool Information,” “The Mortgage Loans contained therein) Pool” and "Description of the Mortgage Loans" “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the records of the OriginatorSeller; (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 (h) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter Underwriters may reasonably request.

Closing Documents. Without limiting The Closing Documents shall consist of the generality of Section 8 hereoffollowing: (i) this Agreement, duly executed by the closing shall be subject to delivery of Purchaser and the Seller; (ii) each of the following documents:Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (aiii) A Secretaryan Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary, a vice president or an assistant secretary of the Seller, in his or her individual capacity on behalf of the Seller, and dated the Closing Date, in form satisfactory to and upon which the OriginatorCSFB Mortgage Securities, CSFB LLC, the Purchaser other Underwriters and UBS Warburg LLC the Rating Agencies (collectively, for purposes of this Section 7, the "UnderwriterInterested Parties") may rely, and attached attaching thereto copies as exhibits (A) the resolutions of the certificate board of incorporation, by- laws and certificate of good standing directors of the Seller under authorizing the laws Seller's entering into the transactions contemplated by this Agreement and (B) the organizational documents of Delawarethe Seller; (biv) An Opinion of Counsel [Reserved]; (v) a Certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer of the Seller on the Seller, 's behalf and dated the Closing Date, in form satisfactory to and upon which the Interested Parties may rely; (vi) a written opinion or opinions of counsel for the Seller (which may include an opinion of in-house counsel), dated the Closing Date and addressed to the UnderwriterInterested Parties and the respective parties to the Pooling and Servicing Agreement, which opinion shall be in form reasonably acceptable to the Purchaser and shall cover such corporate and other matters as shall be reasonably required by the Purchaser; (cvii) An Officer's Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies one 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 more comfort letters from Deloitte Ernst & ToucheYoung, certified public accountants, dated the date of any preliminary Prospectus Supplement and of the Prospectus Supplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB LLC, the other Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by CSFB Mortgage Securities, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the 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 Mortgage Loans set forth in any preliminary Prospectus Supplement and the Prospectus Supplement contained under Supplement, compared the captions "Summary--Mortgage Loans," "Risk Factors," (results of their calculations to the extent of information concerning corresponding items in any preliminary Prospectus Supplement and the Mortgage Loans contained therein) Prospectus Supplement, respectively, and "Description of found each such number and percentage set forth in any preliminary Prospectus Supplement and the Mortgage Loans" agrees Prospectus Supplement, respectively, to be in agreement with the records results of the Originatorsuch calculations; (gviii) Such such further information, certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require; (ix) a written certificate or certificates of the Underwriter 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. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC (the "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 Officers' Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, in the form of Exhibit 1 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporationDelaware 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; (db) An opinion Officers' Certificate of the Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit 2 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Originator to the Purchaser; (c) An Opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to Date and addressed to the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 3; (ed) Such opinions of counsel from the Purchaser's or Originator's counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller Originator to the Purchaser or the SellerOriginator's execution and delivery of, or performance under, this AgreementAgreement and upon which the Underwriter may rely; (fe) A letter from Deloitte & ToucheTouche 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 contained Supplement, under the captions "Summary--Mortgage Loans," Summary of Prospectus Supplement", "Risk Factors," (to ", "The Mortgage Pool", "Yield on the extent of information concerning the Mortgage Loans contained therein) and Certificates", "Description of the Mortgage Loans" Certificates", and "Pooling and Servicing Agreement--The Originator and Master Servicer", agrees with the records of the Originator; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 7 hereof, the closing shall be subject to delivery of each of the following documents: (a) An Officers' Certificate of the Seller, 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, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC (the "Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller 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, 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 under Seller; (c) An Opinion of Counsel of the laws of its state of incorporationSeller, dated the Closing Date and addressed to the Purchaser and the Underwriter, in a form acceptable to the Purchaser; (d) An opinion Officers' Certificate of Counsel of the each Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form satisfactory to and addressed acceptable to the UnderwriterPurchaser; (e) A Secretary's Certificate of each Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator; (f) 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; (fg) A letter from Deloitte & ToucheTouche 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 contained Supplement, dated March 29, 2004, agrees with the records of the Seller; (i) Letters from certified public accountants for each Originator, dated the date hereof and 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, 2004 under the captions subheading "SummaryThe Master Servicer and the Servicers--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage LoansThe Servicers" agrees with the records of the Originator;Servicer; and (gj) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser Purchaser, MBIA Insurance Corporation ("MBIA") and UBS Warburg LLC Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit 3 hereto, and attached thereto copies of the certificate of incorporation, by- by-laws and certificate of good standing of the Seller under the laws of DelawareNew York; (b) An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, MBIA and the Underwriter may rely, in the form of Exhibit 4 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to Date and addressed to the Originator, the Purchaser, MBIA and the Underwriter, substantially in the form attached hereto as Exhibit 5; (cd) An Officer's Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser 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 its state of incorporationDelaware; (de) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to Date and addressed to the Seller, the Purchaser, MBIA and the Underwriter, substantially in the form attached hereto as Exhibit 7; (ef) 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; (fg) A letter from Deloitte & ToucheTouche 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 contained Supplement, dated January 22, 1997 in the Summary under the subheading "The Mortgage Pool" and under the captions "Summary--The Mortgage Loans,Pool" and "Risk Factors," Pooling and Servicing (h) The Originator shall deliver to the extent Seller for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, Inc., Asset-Backed Floating Rate Certificates, Series 1997-LB1, under the captions "The Mortgage Pool-- Underwriting Standards; Representations" and "Pooling and Servicing Agreement-- The Originator and Master Servicer" , or for inclusion in other offering material such publicly available information regarding the Originator, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; (i) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information concerning of an accounting, financial or statistical nature set forth in the Mortgage Loans contained therein) Purchaser's Prospectus Supplement, dated January 22, 1997 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Mortgage LoansCertificates" agrees with the records of the Originator;Seller; and (gj) Such further information, certificates, opinions and documents as the Purchaser Purchaser, MBIA or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers’ Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the OriginatorPurchaser, Credit Suisse Securities (USA) LLC (“CSS”) and WaMu Capital Corp. (“WCC”, and together with CSS, the Purchaser “Underwriters”) and UBS Warburg LLC (the "Underwriter") NIMS Insurer, if any, may rely, rely and attached thereto copies of the certificate of incorporation, by- laws bylaws and certificate of good standing of the Seller under the laws of the State of Delaware; (b) An Opinion of Counsel Officers’ Certificate of the Seller, dated the Closing Date, in form satisfactory upon which the Purchaser, the Underwriters and the NIMS Insurer, if any, may rely, with respect to and addressed certain facts regarding the sale of the Mortgage Loans, by the Seller to the UnderwriterPurchaser; (c) An Officer's Certificate Opinion of Counsel of the OriginatorSeller (which may be in-house counsel of the Seller), dated the Closing Date, in form satisfactory Date and addressed to and upon which the SellerPurchaser, the Purchaser Underwriters and the Underwriter may relyNIMS Insurer, 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 incorporationif any; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies Agencies, the Underwriters, the Trustee or the Trustee NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans and the Trust Swap Agreement by the Seller to the Purchaser or the Seller's ’s execution and delivery of, or performance under, this Agreement; (fe) A letter from Deloitte & ToucheTouche 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 contained under the captions "Summary--“Summary of Terms—Mortgage Loans," "” “Risk Factors," (to the extent of information concerning the ” “The Sponsor,” “Static Pool Information,” “The Mortgage Loans contained therein) Pool” and "Description of the Mortgage Loans" “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the records of the OriginatorSeller; (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 (h) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter Underwriters may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Credit Suisse First Boston Corporation, as representative of the several underwriters (the "UnderwriterRepresentative") ), may rely, in the form of Exhibit 1 hereto, and attached thereto copies of the certificate of incorporationformation, by- laws limited liability company agreement 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 Date and addressed to the UnderwriterOriginators, the Purchaser and the Representative, substantially in the form attached hereto as Exhibit 2; (c) An Officer's Officers' Certificate of the each Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter Representative may rely, in the form of Exhibit 3 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the such Originator under the laws of its state jurisdiction of incorporation; (d) An opinion Opinion of Counsel of the Originatoreach Originator (which may be in-house counsel), dated the Closing Date, in form satisfactory to Date and addressed to the UnderwriterSeller, the Purchaser and the Representative, substantially in the form attached hereto as Exhibit 4; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (f) A letter from Deloitte & Touche, each Originator's 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 Originator Information (as defined in Section 17(a) below) agrees with the records of the applicable Originator; (f) Such opinions of counsel as the Rating Agencies, the Trust Administrator or the Trustee may request in connection with the sale of the Home Equity Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (g) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement contained Supplement, dated December 13, 2000, under the captions "Summary--Mortgage LoansSummary of Prospectus Supplement," "Risk FactorsThe Home Equity Loan Pool," (to "Yield on the extent of information concerning the Mortgage Loans contained therein) and Certificates," "Description of the Mortgage LoansCertificates" and "Pooling and Servicing Agreement--The Master Servicers" agrees with the records of the OriginatorSeller; (gh) Each Master Servicer shall deliver to the Purchaser for inclusion in the Prospectus Supplement under the captions "The Home Equity Loan Pool" and "Pooling and Servicing Agreement--The Master Servicers," or for inclusion in other offering material such publicly available information regarding such Master Servicer, its financial condition and its home equity loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the pool information; (i) Letters from at least two nationally recognized statistical rating agencies rating the Offered Certificates; and (j) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 7 hereof, the closing shall be subject to delivery of each of the following documents: (a) An Officers' Certificate of the Seller, 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, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC (the "Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller 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, 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 under Seller; (c) An Opinion of Counsel of the laws of its state of incorporationSeller, dated the Closing Date and addressed to the Purchaser and the Underwriter, in a form acceptable to the Purchaser; (d) An opinion Officers' Certificate of Counsel of the each Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form satisfactory to and addressed acceptable to the UnderwriterPurchaser; (e) A Secretary's Certificate of each Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator; (f) 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; (fg) A letter from Deloitte & ToucheTouche 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 contained Supplement, dated September 28, 2004, 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 28, 2004 under the captions subheading "SummaryThe Master Servicer and the Servicers--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage LoansThe Servicers" agrees with the records of the Originator;Servicer; and (gi) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting The Seller and Forsbergs shall have delivered, or caused to be delivered to the generality of Section 8 hereofPurchaser, the closing shall be subject to delivery of each of the following documentsdocuments and instruments described below: (a) Copies of the resolutions adopted by the Boards of Directors of the Seller authorizing this Agreement and the other Acquisition Documents and the transactions contemplated hereby and thereby. (b) Warranty Deed for the Real Property, and Title Policy. (c) ▇▇▇▇ of Sale for the Transferred Assets, including assignment of Trade Names in the form of Schedule 2.9 hereto. (d) A Secretary's Certificate copy of Articles of amendment to the Articles of Incorporation of the Seller, dated the Closing Date, duly authorized and executed and in form satisfactory and substance, filed by the Seller with the Secretary of State of the State of Idaho, changing the Seller's name to and upon ▇▇▇▇▇▇▇▇ Investments, Inc. (which purchaser hereby acknowledges does not include the OriginatorTrade Name, any variation thereof, or any other word which could be reasonably confused therewith). Seller will have filed an Application for Reservation of Legal Entity Name with the Secretary of State of the State of Idaho, reserving the name "Mine Fabrication & Machine, Inc." until Closing, at which ▇▇▇▇ ▇▇▇▇▇▇ shall deliver to Purchaser a notice of transfer of a reserved corporate name suitable for immediate filing by the Purchaser and UBS Warburg LLC (with the "Underwriter") may rely, and attached thereto copies Secretary of State of the certificate State 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, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter;Idaho. (e) Such opinions Acknowledgement that a total of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller $7,150.00 is to be applied to the Purchaser or the first two payments on Promissory Note #1, being (1) Seller's execution reimbursement to Purchaser for computer equipment ($1,000.00), (2) Seller's reimbursement to Purchaser for and delivery ofin consideration of any potential issues that could arise with respect to Seller's and Forsbergs' non-conformity with conditions specified in certain Business Development Permits, or performance underas more fully detailed in Schedule 2.17 hereto, this Agreement;for which Purchaser hereby agrees to indemnify and hold harmless Seller and Forsbergs ($5,000.00), and (3) Seller's reimbursement for Purchaser's prorata share of annual rent on that certain Lease detailed further in Schedule 2.5(1) hereto ($1,150). (f) A letter from Deloitte & ToucheList of Seller's customers, certified public accountantsvendors and employees, to and a disc and/or hard copies of invoices and purchase orders containing the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accountingsales, financial or statistical nature set forth in the Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) pricing, and "Description customer history of the Mortgage Loans" agrees with the records of the Originator;Seller for a five (5) year period prior to Closing. (g) Such further information, certificates, opinions and other documents or instruments as shall be reasonably requested by the Purchaser or the Underwriter may reasonably requestits counsel.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A SecretaryAn Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Salomon Smith Bar▇▇▇ ▇▇▇. (the ▇▇▇ "UnderwriterRepresentative") 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, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator Seller under the laws of its state of incorporationNew York; (db) An opinion Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Representative 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 OriginatorSeller, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Representative; (ed) 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; (fe) A letter from Deloitte & Touche[____], certified public accountants, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2002-CIT1, dated May [__], 2002 (the "Prospectus Supplement Supplement") relating to the Offered Certificates contained under the captions "Summary--The Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) "The Mortgage Pool" (except with respect to the information contained under the caption "The Mortgage Pool--Underwriting Standards of the Originators and "Description of Representations Concerning the Mortgage Loans" ") agrees with the records of the OriginatorSeller; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg Securities LLC (the "Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- 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, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies or the Agencies, Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (f) A letter from Deloitte & Touche, certified public accountants, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Loans" agrees with the records of the Originator; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers’ Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the OriginatorPurchaser, the Purchaser ▇▇▇▇▇▇▇, Sachs & Co. and UBS Warburg LLC WaMu Capital Corp. (the "Underwriter") “Underwriters”), and the NIMS Insurer, if any, may rely, rely and attached thereto copies of the certificate of incorporation, by- laws bylaws and certificate of good standing of the Seller under the laws of the State of Delaware; (b) An Opinion of Counsel Officers’ Certificate of the Seller, dated the Closing Date, in form satisfactory upon which the Purchaser, the Underwriters and the NIMS Insurer, if any, may rely, with respect to and addressed certain facts regarding the sale of the Mortgage Loans, by the Seller to the UnderwriterPurchaser; (c) An Officer's Certificate Opinion of Counsel of the OriginatorSeller (which may be in-house counsel of the Seller), dated the Closing Date, in form satisfactory Date and addressed to and upon which the SellerPurchaser, the Purchaser Underwriters and the Underwriter may relyNIMS Insurer, 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 incorporationif any; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies Agencies, the Underwriters, the Trustee or the Trustee NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's ’s execution and delivery of, or performance under, this Agreement; (fe) A letter from Deloitte & ToucheTouche 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 contained under the captions "Summary--“Summary of Terms—Mortgage Loans," "” “Risk Factors," (to the extent of information concerning the ” “The Sponsor,” “Static Pool Information,” “The Mortgage Loans contained therein) Pool” and "Description of the Mortgage Loans" “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the records of the OriginatorSeller; (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 (h) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter Underwriters may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A SecretaryAn Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Citigroup Global Markets Inc. (the "UnderwriterRepresentative") may rely, and attached thereto copies of the certificate of incorporationformation, by- laws limited liability company agreement and certificate of good standing of the Seller under the laws of DelawareSeller; (b) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Representative; (c) An Officer's Certificate of the OriginatorResponsible Party, dated the Closing Date, in form satisfactory to and upon which the Seller, 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 its state of incorporationResponsible Party; (d) An opinion Opinion of Counsel of the OriginatorResponsible Party, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Representative; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (f) A letter from Deloitte & ToucheTouche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2006-NC2, dated June 16, 2006 (the "Prospectus Supplement Supplement") relating to the Offered Certificates contained under the captions "Summary--The Mortgage LoansPool," "Legal Proceedings," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage LoansPool" agrees with the records of the Originator;; and (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter Representative may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Salomon Brothers Inc (the "Underwriter") may rely, and attached thereto copies in the form 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 relyExhibit 1 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator Seller under the laws of its state of incorporationCalifornia; (db) An opinion of Counsel Officers' Certificate of the OriginatorSeller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form satisfactory of Exhibit 2 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date and addressed to the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 3; (ed) 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; (fe) A letter from Deloitte & ToucheKPMG Peat Marwick, L.L.P., certified public accountants, dated the date hereof, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement contained Supplement, dated June 25, 1998, under the captions "Summary--Summary-- The Mortgage Pool," "Risk Factors-- Additional Risks Associated with the Mortgage Loans," "Risk Factors,The Mortgage Pool" (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage LoansPooling and Servicing Agreement-- The Master Servicer" agrees with the records of the Originator;Seller; and (gf) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Subsequent Transfer Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Salomon Brothers Inc (the "Underwriter") may rely, and attached thereto copies in the form 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 relyExhibit 1 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator Seller under the laws of its state California; (b) An Officers' Certificate of incorporationthe Seller, dated the Subsequent Transfer Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit 2 hereto, with respect to certain facts regarding the sale of the Subsequent Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Subsequent Transfer Date and addressed to the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 3; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Subsequent Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (fe) A letter from Deloitte & ToucheKPMG Peat Marwick, L.L.P., certified public accountants, dated the date hereof, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement contained Supplement, dated June 25, 1998, under the captions "Summary--Summary-- The Mortgage Pool," "Risk Factors-- Additional Risks Associated with the Mortgage Loans," "Risk Factors,The Mortgage Pool" (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage LoansPooling and Servicing Agreement-- The Master Servicer" agrees with the records of the Originator;Seller; and (gf) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Salomon Smith Bar▇▇▇ ▇▇▇. (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 a form satisfactory to and addressed acceptable 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 relyPurchaser, 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 incorporationSeller; (db) An opinion of Counsel Officers' Certificate of the OriginatorSeller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form satisfactory acceptable to the 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, dated the Closing Date and addressed to the Purchaser and the Underwriter, in a form acceptable to the Purchaser; (ed) 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; (fe) A letter from Deloitte & Touche, LLP, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement contained Supplement, dated April 23, 2002 under the captions subheadings "SummarySummary of Prospectus Supplement--The Mortgage Loans," "Risk Factors," (to the extent of information concerning regarding the Mortgage Loans contained therein) and "Description of the The Mortgage LoansPool" agrees with the records of the OriginatorSeller; (gf) Such further informationA letter from Deloitte & Touche, certificatesLLP, opinions 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 or the Underwriter may reasonably request.Purchaser's Prospectus Supplement, dated April 23, 2002 under the

Closing Documents. Without limiting the generality of Section 8 hereof, the closing The Closing Documents shall be subject to delivery of each consist of the following documentsfollowing, and the delivery thereof on or prior to the Closing Date can only be waived and modified by mutual consent of the parties hereto: (a) A Secretary's Certificate of This Agreement, duly executed and delivered by the Purchaser and the Seller, dated and the Closing DatePooling and Servicing Agreement, in form satisfactory to duly executed and upon which the Originator, delivered by the Purchaser and UBS Warburg LLC (all 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 Delawareother parties thereto; (b) An Opinion of Counsel Officer's Certificate executed by an authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, in form satisfactory to upon which the Underwriters and addressed to BACM may rely, attaching thereto as exhibits the Underwriterorganizational documents of the Seller; (c) An Officer's Certificate of good standing regarding the OriginatorSeller from the Secretary of the State of Delaware dated not earlier than 30 days prior to the Closing Date; (d) A certificate of the Seller, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, in form satisfactory to and upon which the SellerPurchaser, the Purchaser Underwriters and the Underwriter Initial Purchasers may relyrely 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 attached thereto copies of (ii) the certificate of incorporationSeller has, by-laws in all material respects, complied with all the agreements and certificate of good standing of satisfied all the Originator conditions on its part required under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory Agreement to and addressed be performed or satisfied at or prior to the Underwriterdate hereof; (e) Such opinions A written opinion of counsel for the Seller, subject to such reasonable assumptions and qualifications as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans be requested by counsel for the Seller each as reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers, dated the Closing Date and addressed to the Purchaser or Purchaser, the Seller's execution Underwriters, the Trustee, the Initial Purchasers and delivery of, or performance under, this Agreementeach Rating Agency; (f) A letter from Deloitte & Touche, certified public accountants, to Any other opinions of counsel for 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 Seller reasonably requested by the Rating Agencies in connection with the Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description issuance of the Mortgage Loans" agrees with the records of the OriginatorCertificates; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request; (h) The Indemnification Agreement, duly executed by the respective parties thereto; and (i) 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 Initial Purchasers 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. Without limiting The Closing Documents to be delivered on the generality initial closing date shall consist of Section 8 hereof, the closing shall be subject to delivery of each fully executed originals of the following documents: (a) A Secretary's Certificate this Agreement; (b) each of the Sellerdocuments required to be delivered by the Seller pursuant to Section 2(c) hereof; (c) the Flow Interim Servicing Agreement, dated as of the Related Cut-off Date, in four counterparts; (d) the Side Letter, dated as of the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC (the "Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller under the laws of Delawarefour counterparts; (be) An Custodial Account Certification or Custodial Account Letter Agreement as required under the Flow Interim Servicing Agreement; (f) an Escrow Account Certification or Escrow Account Letter Agreement, as required under the Flow Interim Servicing Agreement; (g) an Officer's Certificate, in the form of Exhibit D hereto, including all attachments thereto; (h) an Opinion of Counsel of the Seller, dated in the form of Exhibit E hereto; (i) a Certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name. In addition, the Closing DateDocuments for the Mortgage Loan Package to be purchased on each Closing Date shall consist of fully executed originals of the following documents: (a) an Assignment and Conveyance, in form satisfactory to including all exhibits; (b) an Assignment and addressed to Assumption of the UnderwriterPurchaser's rights as initial servicer under the Custodial Agreement; (c) An Officer's Certificate an Acknowledgment Agreement in the form of Exhibit 6 to the Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporationFlow Interim Servicing Agreement; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to a Purchase Price and addressed to the UnderwriterTerms Letter; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller Loan Schedule, with one copy to be attached to the Purchaser or the Seller's execution related Assignment and delivery of, or performance under, this AgreementConveyance; (f) A letter from Deloitte & Touche, certified public accountants, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description each of the Mortgage Loans" agrees with documents required to be delivered by the records of the OriginatorSeller pursuant to Section 2(c) hereof; (g) Such further informationthe initial certification of the Custodian with respect to the related Mortgage Loan Package; (h) a Certificate or other evidence of merger or change of name, certificatessigned or stamped by the applicable regulatory authority, opinions and documents as if any of the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name; and (i) if requested by the Purchaser in connection with a material change in Seller's financial condition or corporate structure, an updated Officer's Certificate, in the Underwriter may reasonably requestform of Exhibit D hereto, including all attachments thereto and an updated Opinion of Counsel of the Seller, in the form of Exhibit E hereto. The Seller shall bear the risk of loss of the Closing Documents until such time as they are received by the Purchaser, its agents or its attorneys.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. (the "Underwriter") may rely, and attached thereto copies in the form 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 relyExhibit 1 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) An Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and the Underwriter may rely, in the form of Exhibit 2 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date and addressed to the Originator, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 3; (d) An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser and the Underwriter may rely, in the form of Exhibit 4 hereto, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Originator under the laws of its state of incorporation; (de) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to Date and addressed to the UnderwriterSeller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 5; (ef) 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; (fi) A letter from Deloitte & ToucheKPMG Peat Marwick, L.L.P., certified public accountants, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Depositor's prospectus supplement for Series 1999-NC5, dated September 15, 1999 (the "September Prospectus Supplement Supplement") relating to the Class A Certificates contained under the captions "SummaryPooling and Servicing Agreement--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage LoansThe Master Servicer" agrees with the records of the Originator; Originator and (gii) Such further informationa letter from KPMG Peat Marwick, certificatesL.L.P., opinions and documents as certified public accountants, to the Purchaser or the Underwriter may reasonably request.effect that they have performed

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A SecretaryAn Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Bear, ▇▇▇▇▇▇▇ & Co. Inc. (the "UnderwriterRepresentative") may rely, and attached thereto copies of the certificate of incorporationformation, by- laws limited liability company agreement and certificate of good standing of the Seller under the laws of DelawareSeller; (b) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Representative; (c) An Officer's Certificate of the OriginatorResponsible Party, dated the Closing Date, in form satisfactory to and upon which the Seller, 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 its state of incorporationResponsible Party; (d) An opinion Opinion of Counsel of the OriginatorResponsible Party, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Representative; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (f) A letter from Deloitte & ToucheTouche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2006-NC3, dated August 7, 2006 (the "Prospectus Supplement Supplement") relating to the Offered Certificates contained under the captions "Summary--The Mortgage LoansPool," "Legal Proceedings," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage LoansPool" agrees with the records of the Originator;; and (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter Representative may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. (the "Underwriter") may rely, and attached thereto copies in the form 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 relyExhibit 1 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) An Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and the Underwriter may rely, in the form of Exhibit 2 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date and addressed to the Originator, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 3; (d) An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser and the Underwriter may rely, in the form of Exhibit 4 hereto, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Originator under the laws of its state of incorporation; (de) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to Date and addressed to the UnderwriterSeller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 5; (ef) 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; (fg) A letter from Deloitte & ToucheKPMG Peat Marwick, L.L.P., certified public accountants, dated the date hereof, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Depositor's Prospectus Supplement contained for Series 1999-NC2, dated March 24, 1999 under the captions "Summary--The Mortgage Loans," "Risk Factors," "The Mortgage Pool" (except with respect to the extent information contained under the caption "The Mortgage Pool--Underwriting Standards") agrees with the records of the Seller and the information concerning contained under the captions "The Mortgage Loans contained therein) Pool--Underwriting Standards" and "Description of the Mortgage LoansPooling and Servicing Agreement--The Master Servicer" agrees with the records of the Originator; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.Master Servicer; and

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the OriginatorPurchaser, WaMu Capital Corp. ("WCC") and ▇▇▇▇▇▇▇, Sachs & Co. ("Goldman", and together with WCC, the Purchaser and UBS Warburg LLC (the "UnderwriterUnderwriters") may rely, rely and attached thereto copies of the certificate of incorporation, by- laws bylaws and certificate of good standing of the Seller under the laws of the State of Delaware; (b) An Opinion of Counsel Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory upon which the Purchaser and the Underwriters may rely, with respect to and addressed certain facts regarding the sale of the Mortgage Loans, by the Seller to the UnderwriterPurchaser; (c) An Officer's Certificate Opinion of Counsel of the OriginatorSeller (which may be in-house counsel of the Seller), dated the Closing Date, in form satisfactory Date and addressed to and upon which the Seller, the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporationUnderwriters; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies Agencies, the Underwriters or the Trustee may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (fe) A letter from Deloitte & ToucheTouche 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 contained under the captions "Summary--Summary of Terms—Mortgage Loans," "Risk Factors," (to the extent of information concerning the "The Sponsor," "Static Pool Information," "The Mortgage Loans contained therein) Pool" and "Description of the Mortgage LoansYield, Prepayment and Maturity Considerations" and in "Appendix A" agrees with the records of the OriginatorSeller; (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 (h) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter Underwriters may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officer’s Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the OriginatorPurchaser, WaMu Capital Corp. (“WCC”) and Greenwich Capital Markets, Inc. (“Greenwich,” and together with WCC, the Purchaser “Underwriters”) and UBS Warburg LLC (the "Underwriter") NIMS Insurer, if any, may rely, rely and attached thereto copies of the federal charter, bylaws and OTS certificate of incorporation, by- laws and certificate of good standing existence of the Seller under the laws of DelawareSeller; (b) An Opinion of Counsel Officer’s Certificate of the Seller, dated the Closing Date, in form satisfactory upon which the Purchaser, the Underwriters and the NIMS Insurer, if any, may rely, with respect to and addressed certain facts regarding the sale of the Mortgage Loans, by the Seller to the UnderwriterPurchaser; (c) An Officer's Certificate Opinion of Counsel of the OriginatorSeller (which may be in-house counsel of the Seller), dated the Closing Date, in form satisfactory Date and addressed to and upon which the SellerPurchaser, the Purchaser Underwriters and the Underwriter may relyNIMS Insurer, 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 incorporationif any; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies Agencies, the Underwriters, the Trustee, the Delaware Trustee or the Trustee NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's ’s execution and delivery of, or performance under, this Agreement; (fe) A letter from Deloitte & ToucheTouche 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 contained under the captions "Summary--“Summary of Terms—Mortgage Loans," "” “Risk Factors," (to the extent of information concerning the ” “The Sponsor,” “Static Pool Information,” “The Mortgage Loans contained therein) Pool” and "Description of the Mortgage Loans" “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the records of the OriginatorSeller; (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 (h) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter Underwriters may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (ai) A Secretary's An Officers' Certificate of the SellerSeller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC (the "Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller 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, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator 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 incorporationthe circumstances under which they were made, not misleading and (ii) if the Class M-4, Class CE Certificates or Class P Certificates are offered on the Closing Date pursuant to a Private Placement Memorandum, the Seller and the Master Servicer shall deliver an Officer's Certificate stating that the same information contained in such Private Placement Memorandum is true and accurate in all material respects; (db) An opinion Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the OriginatorSeller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the Purchaser, the Certificate Insurer and the Underwriter; (ed) Such opinions of counsel from the Purchaser's or Seller's 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 AgreementAgreement and upon which the Underwriter and the Certificate Insurer may rely; (fe) A letter from Deloitte & ToucheTouche LLP, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in (i) the Prospectus Supplement contained Supplement, under the captions "Summary--Mortgage Loans," Summary of Prospectus Supplement", "Risk Factors," (to ", "The Mortgage Pool", "Yield on the extent of information concerning the Mortgage Loans contained therein) and Certificates", "Description of the Mortgage LoansCertificates", "Pooling and Servicing Agreement--The Seller and Master Servicer", Annex II and Annex III and (ii) the Private Placement Memorandum, under the caption "Yield and Prepayment Considerations" agrees with the records of the OriginatorSeller and the Master Servicer; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing The Closing Documents shall be subject to delivery of each consist of the following documentsfollowing: (ai) A Secretary's The Pooling and Servicing Agreement, dated as of the Cut-off Date, substantially in the form of Exhibit 1 hereto and with such further changes therein as the Seller and the Purchaser shall mutually agree to, together with all documents required to be delivered thereunder; and (ii) With respect to the Mortgage Loans: (1) An Officer’s Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC each of Citigroup Global Markets Inc., ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the "Underwriter"“Underwriters”) may rely, in the form of Exhibit 2 hereto, and attached thereto a certified copy of the resolutions of the board of directors of the Seller, together with copies of the certificate Seller’s Certificate of incorporationLimited Partnership and Agreement of Limited Partnership, by- laws as amended, and a certificate of good standing of the Seller under from the laws Secretary of State of the State of Delaware; (b2) An Opinion of Counsel Officer’s Certificate 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 Underwriters may rely, and attached thereto copies in the form of the certificate of incorporationExhibit 3 hereto, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory with respect to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this AgreementPurchaser; (f3) An Opinion of Counsel of the Seller (who may be in-house counsel of the Seller), dated the Closing Date and addressed to the Purchaser and the Underwriters, substantially in the form attached hereto as Exhibit 4; (4) A letter from Deloitte & ToucheTouche LLP, certified public accountantsdated the date hereof, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s prospectus dated November 10, 2006, as supplemented by the supplement dated November 13, 2006 (the “Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (Supplement”), relating to the extent offering of information concerning certain classes of Bayview Financial Mortgage Pass-Through Certificates, Series 2006-C, has been properly calculated; (5) Such opinions of counsel as the Rating Agencies or the Trustee may reasonably request in connection with the sale of the Mortgage Loans contained therein) by the Seller to the Purchaser or the Seller’s execution and "Description of delivery of, or performance under, this Agreement or the Mortgage Loans" agrees with the records of the Originator;Pooling and Servicing Agreement; and (g6) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter Underwriters may reasonably request. (iii) Such additional documentation as is required to be delivered under the Underwriting Agreement dated November 13, 2006, among the Seller, the Purchaser and ▇▇▇▇▇▇ Brothers Inc., as representative of the several Underwriters.

Closing Documents. Without limiting The Closing Documents shall consist of the generality of Section 8 hereoffollowing: (i) this Agreement, duly executed by the closing shall be subject to delivery of Purchaser and the Seller; (ii) each of the following documents:Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (aiii) A Secretaryan Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, in his or her individual capacity on behalf of the Seller, and dated the Closing Date, in form satisfactory to and upon which the OriginatorCSFB Mortgage Securities, CSFB LLC, the Purchaser other Underwriters and UBS Warburg LLC the Rating Agencies (collectively, for purposes of this Section 7, the "UnderwriterInterested Parties") may rely, and attached attaching thereto copies as exhibits (A) the resolutions of the certificate board of incorporation, by- laws directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement and (B) the organizational documents of the Seller; (iv) a certificate of good standing with respect to the Seller issued by the Secretary of State of the State of Delaware not earlier than 30 days prior to the Closing Date, and upon which the Interested Parties may rely; (v) a Certificate of the Seller under substantially in the laws form of Delaware; (b) An Opinion of Counsel Exhibit D-2 hereto, executed by an executive officer of the Seller on the Seller, 's behalf and dated the Closing Date, in form satisfactory to and upon which the Interested Parties may rely; (vi) a written opinion or opinions of counsel for the Seller (which may include an opinion of in-house counsel), dated the Closing Date and addressed to the UnderwriterInterested Parties and the respective parties to the Pooling and Servicing Agreement, which opinion shall be in form reasonably acceptable to the Purchaser and shall cover such corporate and other matters as shall be reasonably required by the Purchaser; (cvii) An Officer's Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies one 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 more comfort letters from Deloitte Ernst & ToucheYoung, certified public accountants, dated the date of any preliminary Prospectus Supplement and of the Prospectus Supplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB LLC, the other Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by CSFB Mortgage Securities, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the 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 Mortgage Loans set forth in any preliminary Prospectus Supplement and the Prospectus Supplement contained under Supplement, compared the captions "Summary--Mortgage Loans," "Risk Factors," (results of their calculations to the extent of information concerning corresponding items in any preliminary Prospectus Supplement and the Mortgage Loans contained therein) Prospectus Supplement, respectively, and "Description of found each such number and percentage set forth in any preliminary Prospectus Supplement and the Mortgage Loans" agrees Prospectus Supplement, respectively, to be in agreement with the records results of the Originatorsuch calculations; (gviii) Such such further information, certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require; (ix) a written certificate or certificates of the Underwriter 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. Without limiting the generality of Section 8 hereof, the closing The Closing Documents shall be subject to delivery of each consist of the following documentsfollowing: (ai) A Secretary's The Pooling and Servicing Agreement, dated as of the Cut-off Date, substantially in the form of Exhibit 1 hereto and with such further changes therein as the Seller and the Purchaser shall mutually agree to, together with all documents required to be delivered thereunder; and (ii) With respect to the Mortgage Loans: (1) An Officer’s Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC each of ▇.▇. ▇▇▇▇▇▇ Securities Inc., Citigroup Global Markets Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the "Underwriter"“Underwriters”) may rely, in the form of Exhibit 2 hereto, and attached thereto a certified copy of the resolutions of the board of directors of the Seller, together with copies of the certificate Seller’s Certificate of incorporationLimited Partnership and Agreement of Limited Partnership, by- laws as amended, and a certificate of good standing of the Seller under from the laws Secretary of State of the State of Delaware; (b2) An Opinion of Counsel Officer’s Certificate 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 Underwriters may rely, and attached thereto copies in the form of the certificate of incorporationExhibit 3 hereto, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory with respect to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this AgreementPurchaser; (f3) An Opinion of Counsel of the Seller (who may be in-house counsel of the Seller), dated the Closing Date and addressed to the Purchaser and the Underwriters, substantially in the form attached hereto as Exhibit 4; (4) A letter from Deloitte & ToucheTouche LLP, certified public accountantsdated the date hereof, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s prospectus dated December 7, 2006, as supplemented by the supplement dated December 12, 2006 (the “Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (Supplement”), relating to the extent offering of information concerning certain classes of Bayview Financial Mortgage Pass-Through Certificates, Series 2006-D, has been properly calculated; (5) Such opinions of counsel as the Rating Agencies or the Trustee may reasonably request in connection with the sale of the Mortgage Loans contained therein) by the Seller to the Purchaser or the Seller’s execution and "Description of delivery of, or performance under, this Agreement or the Mortgage Loans" agrees with the records of the Originator;Pooling and Servicing Agreement; and (g6) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter Underwriters may reasonably request. (iii) Such additional documentation as is required to be delivered under the Underwriting Agreement dated December 12, 2006, among the Seller, the Purchaser and ▇.▇. ▇▇▇▇▇▇ Securities Inc., as representative of the several Underwriters.

Closing Documents. Without limiting the generality of Section 8 7 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers’ Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Citigroup Global Markets Inc. (the "“Underwriter"”) may rely, and attached thereto copies of in a form acceptable to the certificate of incorporation, by- laws and certificate of good standing of the Seller under the laws of DelawarePurchaser; (b) An Opinion of Counsel A Secretary’s Certificate 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, 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 under Seller; (c) An Opinion of Counsel of the laws of its state of incorporationSeller, dated the Closing Date and addressed to the Purchaser and the Underwriter, in a form acceptable to the Purchaser; (d) An opinion of Counsel Officers’ Certificate of the Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form satisfactory to and addressed acceptable to the UnderwriterPurchaser; (e) 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 Indenture Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's ’s execution and delivery of, or performance under, this Agreement; (fg) A letter Letters from Deloitte & ToucheTouche 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 Preliminary Prospectus Supplement contained under Supplements, dated December, 13, 2005, December 14, 2005, December 20, 2005 and December 22, 2005, and the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Loans" Prospectus Supplement, dated December 28, 2005, agrees with the records of the OriginatorSeller; (gh) Letters from Deloitte & Touche L.L.P., 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 Preliminary Prospectus Supplements, dated December, 13, 2005, December 14, 2005, December 20, 2005 and December 22, 2005, and the Prospectus Supplement, dated December 28, 2005 under the subheading “The Master Servicer and the Servicer—The Servicer” agrees with the records of the Servicer; and (i) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing The Closing Documents shall be subject to delivery of each consist of the following documentsfollowing: (a) A Secretary's Certificate of the Seller, dated the Closing Date, in form satisfactory to This Agreement duly executed and upon which the Originator, delivered by the Purchaser and UBS Warburg LLC (the "Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller under the laws of DelawareSeller; (b) An Opinion Officer's Certificate substantially in the form of Counsel 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 addressed to upon which the UnderwriterPurchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (c) An Officer's Certificate 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; (d) A certificate of the OriginatorSeller 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 upon which the Seller, the Purchaser and the each Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such Written opinions of counsel for the Seller, substantially in the form of Exhibits D-3A and D-3B hereto and subject to such reasonable assumptions and qualifications as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreementeach Underwriter; (f) A letter from Deloitte & ToucheAny other opinions of counsel for the Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, certified public accountants, to the effect that they have performed certain specified procedures as a result each of which they determined that certain information of shall include the Purchaser and each Underwriter as an accounting, financial or statistical nature set forth in the Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Loans" agrees with the records of the Originator;addressee; and (g) A guaranty agreement substantially in the form of Exhibit E hereto (the "Guaranty Agreement") duly executed and delivered by ContiFinancial Corporation (the "Guarantor") in favor of the Purchaser and the other beneficiaries referred to therein; and (h) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing The Closing Documents shall be subject to delivery of each consist of the following documentsfollowing: (a) A Secretary's Certificate of This Agreement and the Seller, dated the Closing Date, in form satisfactory to Cross Receipt duly executed and upon which the Originator, delivered by the Purchaser and UBS Warburg LLC (the "Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller under the laws of DelawareMortgage Loan Seller; (b) An Opinion Officer’s Certificate substantially in the form of Counsel Exhibit E hereto (or in a form reasonably approved by Purchaser), executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, in form satisfactory to and addressed to upon which the UnderwriterPurchaser, the Underwriters and the Initial Purchasers may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) An Officer's Certificate A certificate signed by an authorized officer of the Originator, dated Mortgage Loan Seller substantially in the form of Exhibit F to the effect that each of the obligations of the Mortgage Loan Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, and attached thereto copies no event shall have occurred as of the certificate Closing Date which, with notice or passage of incorporationtime, by-laws and certificate of good standing of the Originator would constitute a default under the laws of its state of incorporationthis Agreement; (d) An opinion A certificate of Counsel of good standing regarding the OriginatorMortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions Powers of counsel as the Rating Agencies or the Trustee may request in connection with the sale Attorney of the Mortgage Loans by Loan Seller, each in the Seller to form of Exhibit C hereto, for the Purchaser or Master Servicer and the Seller's execution and delivery ofSpecial Servicer, or performance under, this Agreementrespectively; (f) A letter from Deloitte & ToucheWritten opinions of counsel (which may include opinions of in-house counsel, certified public accountantsoutside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and reasonably acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accountingPurchaser, financial or statistical nature set forth in the Prospectus Supplement contained under Underwriters and the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Loans" agrees with the records of the OriginatorInitial Purchasers; (g) A letter from counsel of the Mortgage Loan Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus, the Final Prospectus, the Preliminary Memorandum, the Memorandum, the Preliminary Loan-Specific Memorandum or the Loan-Specific Memorandum (each as defined in the Indemnification Agreement), as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Memorandum or the Preliminary Loan-Specific Memorandum, solely as of the time of sale) contained or contain, as applicable, with respect to the Mortgage Loan Seller Information (as defined in the Indemnification Agreement), any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Mortgage Loan Seller Information in the Final Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB; (h) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser, the Underwriters and the Initial Purchasers as addressees; and (i) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing The Closing Documents shall be subject to delivery of each consist of the following documentsfollowing: (a) A Secretary's Certificate of This Agreement duly executed and delivered by the Purchaser and the Seller, dated and the Closing Date, in form satisfactory to Pooling and upon which Servicing Agreement duly executed and delivered by the OriginatorPurchaser, the Purchaser Seller and UBS Warburg LLC (the "Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller under the laws of Delawareother parties thereto; (b) An Opinion Officer's Certificate substantially in the form of Counsel Exhibit B-1 hereto, executed by the Secretary of the Seller, in his or her individual capacity, and dated the Closing Date, in form satisfactory to and addressed to upon which the UnderwriterPurchaser and each underwriter or other initial purchaser of the Certificates (each, a "Certificate Purchaser") may rely, attaching thereto as exhibits the articles of incorporation and by-laws of the Seller; (c) An Officer's Certificate A certificate of good standing with respect to the Seller issued by the Secretary of State of the OriginatorState of Delaware, dated not earlier than 45 days prior to the Closing Date; (d) A certificate of the Seller substantially in the form of Exhibit B-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter each Certificate Purchaser may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions A written opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., or other counsel for the Seller, substantially in the form of Exhibit B-3 hereto (with any modifications required by either Rating Agency, and subject to such reasonable assumptions and qualifications as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans be requested by counsel for the Seller and acceptable to counsel for the Purchaser), dated the Closing Date and addressed to the Purchaser, each Certificate Purchaser or the Seller's execution and delivery ofeach Rating Agency, or performance under, this Agreementtogether with such other written opinions as may be required by a Rating Agency; (f) A letter from Deloitte & Touche, certified public accountants, One or more accountant's comfort letters relating to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning regarding the Mortgage Loans contained therein) and "Description in the Offering Documents that is of the Mortgage Loans" agrees with the records of the Originator;a statistical nature; and (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting (1) Seller shall deliver to Purchaser at the generality of Section 8 hereof, the closing shall be subject to delivery of each of Closing the following documents, duly executed by Seller where necessary to make them effective: (1) an officer's certificate in the form set forth in Exhibit G attached hereto, stating that the preconditions specified in Section 6.1 (a) A Secretary's Certificate of the Sellerthrough (d), dated the Closing Dateinclusive, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC (the "Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller under the laws of Delawarehave been satisfied; (b2) 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, and attached thereto copies of all necessary third party and governmental consents, approvals, releases and filings required in order to effect the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans transactions contemplated by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (f3) A letter from Deloitte & Touchesuch bills of sale, certified public accountantsinstruments of sale, transfer, assignment, conveyance and delivery (including all vehicle titles), as are required in order to transfer to Purchaser good and marketable title to the effect that they have performed certain specified procedures as a result Purchased Assets, free and clear of which they determined that certain information of an accountingall liens, financial or statistical nature set forth in the Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) charges, security interests and "Description of the Mortgage Loans" agrees with the records of the Originatorother encumbrances, except for Permitted Encumbrances; (g4) Such further informationsuch assignments of Leases as Purchaser may reasonably request; (5) certified copies of the resolutions duly adopted by the Board of Directors and stockholders of Seller and the Board of Directors of Parent authorizing and any other consents required pursuant to the Certificate of Incorporation or the By-laws of Seller to authorize, certificatesthe execution, opinions delivery and performance of this Agreement and each of the other agreements contemplated hereby, and the consummation of all other transactions contemplated by this Agreement; (6) all of Seller's contracts and commitments, files, books, records and other data relating to the Business and the Purchased Assets; (7) copies of good standing certificates in all jurisdictions where the Seller is qualified to do business; (8) the Seller's Opinion; (9) the Transition Agreement; (10) a certificate of the Secretary of the Seller certifying as to the correctness and completeness of the Certificate of Incorporation and Bylaws of the Seller and all amendments thereto; and (11) such other documents or instruments as the Purchaser or the Underwriter Title Insurer may request to effect the transactions contemplated hereby. All of the foregoing documents in this Section 8.3(a) shall be reasonably requestsatisfactory in form and substance to Purchaser and shall be dated the Closing Date. (2) Purchaser shall deliver to Seller at the Closing the following items, duly executed by Purchaser where necessary to make them effective: (1) the amount of the Purchase Price payable at Closing, as provided in Section 2.1; (2) an assumption agreement providing for the assumption by Purchaser of the Assumed Liabilities; (3) an officer's certificate in the form set forth as Exhibit H attached hereto, stating that the preconditions specified in Section 7.1 (a) and (b) hereof have been satisfied; (4) the Purchaser's Opinion; (5) copies of all necessary third party and governmental consents, approvals, releases and filings required in order for Purchaser to effect the transactions contemplated by this Agreement (6) such other documents or instruments as Seller reasonably may request to effect the transactions contemplated hereby; (7) certified copies of the resolutions duly adopted by the Board of Directors of Purchaser and ▇▇▇▇▇▇ authorizing the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby and the consummation of all other transactions contemplated by this Agreement; (8) copies of good standing certificates in all jurisdictions where the Purchaser is qualified to do business; (9) the Transition Agreement; and (10) a certificate of the Secretary of Purchaser, certifying as to the correctness and completeness of the Certificate of Incorporation and Bylaws of the Purchaser and all amendments thereto. All of the foregoing documents in this Section 8.3(b) shall be reasonably satisfactory in form and substance to Seller and shall be dated as of the Closing Date. (3) The Employment Agreement shall have been executed and delivered by the parties thereto. (4) Purchaser, Seller and the Escrow Agent shall execute and deliver to one another at the Closing the Escrow Agreement.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing The Closing Documents shall be subject to delivery of each consist of the following documentsfollowing: (a) A SecretaryThis Agreement and a bill of sale duly executed and delivered by the Purchaser and the Sel▇▇▇; (b) An Officer's Certificate substantially in the form of Exhibit 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 each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (c) A certificate of good standing regarding the Seller from the Secretary of State for the State of New York, dated not earlier than 30 days prior to the Closing Date; (d) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Seller in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser, the Initial Purchaser and each Underwriter; (e) Any other opinions of counsel for the Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser, the Initial Purchaser and each Underwriter as an addressee; (f) A certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC (the "Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller 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 Underwriters may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (f) A letter from Deloitte & Touche, certified public accountants, to the effect that they representatives of the Seller have performed certain specified procedures as a result carefully examined the Time of which they determined that certain information of an accounting, financial or statistical nature set forth in Sale Information and the Prospectus Supplement contained under and the captions "Summary--Mortgage Loans," "Risk Factors," (accompanying prospectus and nothing has come to the extent attention of information concerning the Seller that would lead the Seller to believe that the Time of Sale Information, as of the Time of Sale or as of the Closing Date, or the Prospectus Supplement and the accompanying prospectus, as of the Closing Date, included or includes any untrue statement of a material fact relating to the Mortgage Loans contained therein) and "Description of 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 Originator;circumstances under which they were made, not misleading; and (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (ai) A Secretary's An Officers’ Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC (the "Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller 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 Underwriters may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator Seller under the laws of its Delaware and stating that the information contained in the Prospectus Supplement, relating to the Mortgage Loans and the Seller, and the applicable loan portfolio, is true and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of incorporationthe circumstances under which they were made, not misleading and (ii) if any of the Certificates are offered on the Closing Date pursuant to a private placement memorandum, the Seller shall deliver an Officer’s Certificate stating that the same information contained in such private placement memorandum is true and accurate in all material respects; (db) An opinion Officers’ Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the OriginatorSeller, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Underwriters; (ed) Such opinions of counsel from the Purchaser’s or Seller’s 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 ’s execution and delivery of, or performance under, this AgreementAgreement and upon which the Underwriters may rely; (e) [Reserved]; (f) A letter from Deloitte Ernst & ToucheYoung, 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 contained Supplement, under the captions "Summary--Mortgage Loans," "“Summary of Prospectus Supplement”, “Risk Factors," (to ”, “The Mortgage Pool”, “Yield on the extent of information concerning the Mortgage Loans contained therein) and "Certificates”, “Description of the Mortgage Loans" Certificates”, “Pooling and Servicing Agreement—The Seller and the Master Servicer”, Annex II and Annex III agrees with the records of the OriginatorSeller and the Master Servicer; (g) [Reserved]; (h) The Seller and the Master Servicer shall deliver for inclusion in the Prospectus Supplement, under the captions “The Mortgage Pool—Underwriting Standards of the Originator” and “Pooling and Servicing Agreement—The Seller and Master Servicer,” or for inclusion in other offering material, such publicly available information regarding its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; (i) [Reserved]; (j) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter Underwriters may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (ai) A Secretary's An Officers' Certificate of the SellerSeller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC (the "Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller 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, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator Seller and Master Servicer under the laws of its Delaware and stating that the information contained in the Prospectus Supplement, relating to the Mortgage Loans, the Seller and Master Servicer, and the applicable loan portfolio, is true and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of incorporationthe circumstances under which they were made, not misleading; (db) An opinion Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the OriginatorSeller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Underwriter; (ed) Such opinions of counsel from the Purchaser's or Seller's 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 AgreementAgreement and upon which the Underwriter may rely; (fe) A letter from Deloitte & ToucheTouche LLP, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement contained Supplement, under the captions "Summary--Mortgage Loans," Summary of Prospectus Supplement", "Risk Factors," (to ", "The Mortgage Pool", "Yield on the extent of information concerning the Mortgage Loans contained therein) and Certificates", "Description of the Mortgage Loans" agrees with the records of the OriginatorCertificates", "Pooling and Servicing Agreement--The Seller and Master Servicer", Annex II and Annex III; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting The Lenders shall have received each of the generality follow ing documents, all of which shall be satisfactory in form and substance to the Lenders and their counsel: (i) certified copies of the articles or certificate of incorporation and bylaws of the Borrower as in effect on the Effective Date, (ii) certified copies of all corporate action, including shareholder approval, if necessary, taken by the Borrower to authorize the execution, delivery and performance of this Agreement, the Loan Documents, the borrowings under this Agreement, and the execution, delivery and performance of the Acquisition Agreement and the Acquisition Documents, (iii) certificates of incumbency and specimen signatures with respect to each of the officers of the Borrower authorized to execute and deliver this Agreement and the Loan Documents on behalf of the Borrower and to request borrowings under this Agreement, (iv) a certificate evidencing the good standing of the Borrower in the jurisdiction of its incorporation and in each other jurisdiction in which it is required to be qualified as a foreign corporation to transact its business as presently conducted, (v) copies of all financial statements referred to in Section 7.1(n) and meeting the requirements thereof, (vi) a signed opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibit C to the Senior Loan Agreement, and of such local counsel for the Borrower as may be required, opining as to such matters in connection with the transactions contemplated by this Agreement as the Lenders or their counsel may reasonably request, including local counsel opinions regarding the Mortgages and the Real Estate, (vii) the Financing Statements duly executed and delivered by the Borrower and acknowledgment copies evidencing the filing of such Financing Statements in each jurisdiction where such filing may be necessary or appropriate to perfect the Security Interest, (viii) a certification from the principal officers of the Borrower as to such factual matters as shall be requested by the Lenders, (ix) certificates or binders of insurance relating to each of the policies of insurance covering any of the Collateral together with loss payable clauses which comply with the terms of Section 8 hereof9.8, (x) a certificate of the President or a Financial Officer of the Borrower stating that, to the closing shall best of his knowledge and based on an examination sufficient to enable him to make an informed statement, (A) all of the representations and warranties made or deemed to be made by the Borrower under this Agreement are true and correct in all material respects as of the Effective Date, after giving effect to the Term Loans to be made at such time and the application of the proceeds thereof, and (B) no Default or Event of Default exists, (xi) [Intentionally Deleted] (xii) copies of the Mortgages, duly executed and delivered by the Borrower, in proper form for recording in the appropriate jurisdiction, in order to create a valid first Lien on and security title to the Real Estate described therein, (xiii) one or more fully paid unconditional commitments for the issuance of mortgagee title insurance policies with all requirements and conditions to the issuance of the final policy deleted or marked satisfied, issued by First American Title Insurance Company, each in an amount equal to not less than the fair market value of the Real Estate subject to delivery the Mortgage insured thereby, insuring that such Mortgage creates a valid first Lien on, and security title to, all Real Estate described therein, with exceptions only for the Permitted Encumbrances (as defined in each Mortgage), (xiv) [Intentionally Deleted] (xv) landlord's or mortgagee's waiver and consent agreements duly executed on behalf of each landlord or mortgagee, as the case may be, of Real Estate and any other real property on which any Collateral is located, to the extent Borrower can obtain such landlord's or mortgagee's waiver and consent agreements using all reasonable efforts, (xvi) the Acquisition Documents Assignment, duly executed by the Borrower, (xvii) [Intentionally Deleted] (xviii) a notice of borrowing, duly executed by the Borrower, (xix) [Intentionally Deleted] (xx) copies of each of the following documents:other Loan Documents duly executed by the parties thereto, and (axxi) A Secretary's Certificate of the Seller, dated the Closing Date, in form satisfactory to such other documents and upon which the Originator, the Purchaser and UBS Warburg LLC (the "Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller 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, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel instruments as the Rating Agencies Collateral Agent 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 from Deloitte & Touche, certified public accountants, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Loans" agrees with the records of the Originator; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter any Lender may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's Certificate The Closing Documents shall consist of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC (the "Underwriter") may relyfollowing, and attached thereto copies can only be waived and modified by mutual consent of the certificate of incorporation, by- laws and certificate of good standing of the Seller under the laws of Delaware;parties hereto: (b) An Opinion of Counsel of This Agreement, duly executed and delivered by the Purchaser and the Seller, dated and the Closing DatePooling and Servicing Agreement, in form satisfactory to duly executed and addressed to delivered by the Underwriter;Purchaser and all the other parties thereto; and (c) An Officer's Certificate executed by an authorized officer of the OriginatorSeller, in his or her individual capacity, and dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser Underwriters and the Underwriter BACM may rely, and attached attaching thereto copies as exhibits the organizational documents of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation;Seller; and (d) An opinion Certificate of Counsel good standing regarding the Seller from Comptroller of the OriginatorCurrency, dated not earlier than 30 days prior to the Closing Date; and (e) A certificate of the Seller, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, in form satisfactory to and addressed upon which the Purchaser and the Underwriters may rely to the Underwriter; effect that (ei) Such opinions the representations and warranties of counsel the Seller in the Agreement are true and correct in all material respects at and as of the Rating Agencies or the Trustee may request in connection date hereof with the sale of same effect as if made on the Mortgage Loans by 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 Purchaser or the Seller's execution and delivery of, or performance under, this Agreement;date hereof; and (f) A letter from Deloitte & Touchewritten opinion of counsel for the Seller, certified public accountantssubject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller each as reasonably acceptable to counsel for the Purchaser and the Underwriters, dated the Closing Date and addressed to the effect that they have performed certain specified procedures as a result Purchaser, the Underwriters, the Trustee and each Rating Agency any other opinions of which they determined that certain information of an accounting, financial or statistical nature set forth counsel for the Seller reasonably requested by the Rating Agencies in connection with the Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description issuance of the Mortgage Loans" agrees with the records of the Originator;Certificates; and (g) Any other opinions of counsel for the Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates; and (h) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter 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. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) At Closing, each Seller shall execute, acknowledge (if applicable) and deliver the following documents to the Title Company (collectively, the “Sellers’ Closing Documents”): (i) A Secretary's Certificate limited warranty deed sufficient to permit the issuance of the Sellerowner’s policy of title insurance referred to in Section 8(a)(iii) of this Agreement with any required documentary stamps affixed thereto, dated free and clear of any and all liens, encumbrances, covenants, conditions and restrictions, except for such exceptions as (A) have not been timely objected to by Purchaser under the Closing Datefinal paragraph of Section 4 of this Agreement, (B) have been deemed waived by Purchaser under the final paragraph of Section 4 of this Agreement or (C) have been waived in form satisfactory to and upon which the Originator, the writing by Purchaser and UBS Warburg LLC (the "Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller under the laws of Delaware“Permitted Exceptions”); (bii) An Opinion of Counsel assignment and assumption agreement, which is in a form reasonably acceptable to Purchaser and each Seller, whereby each Seller assigns the landlord’s interest under the Leases (together with any security or other deposits pertaining thereto) to Purchaser and Purchaser assumes all of the Sellerlandlord’s obligations under the Leases, dated which first accrue, arise and are performable on or after Closing (the Closing Date, in form satisfactory to “Assignment of Leases”). The Assignment of Leases will provide that (A) Purchaser shall indemnify and addressed hold each Seller harmless with respect to the Underwriterlandlord’s obligations under the assumed Leases first arising from and after Closing and (B) each Seller shall indemnify and hold Purchaser harmless with respect to the landlord’s obligations arising under the assumed Leases before Closing; (ciii) An Officer's Certificate A blanket assignment and transfer of the Originatoreach (A) Seller’s interest, dated the Closing Dateif any, in form satisfactory any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to and upon which the Subject Property, (B) Seller’s interest, the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Dateif any, in form satisfactory all licenses and permits necessary to operate the Subject Property and addressed to the Underwriter; (eC) Such opinions of counsel as the Rating Agencies or the Trustee may request Seller’s interest, if any, in all intangible property owned and used in connection with the sale operation of the Mortgage Loans Subject Property, which shall be conveyed to Purchaser without recourse or warranty; (iv) A certificate stating that all of the representations and warranties made by each Seller set forth in this Agreement remain true and correct in all material respects at and as of Closing, provided that no representations or warranties of a Seller in this Agreement shall survive Closing other than the Seller to the Purchaser or the Seller's execution representations and delivery of, or performance under, warranties stated in Section 11(b) of this Agreement; (fv) Affidavits as may be reasonably required by the Title Company to delete any standard exceptions or mechanic’s lien exceptions from the final Title Policy (as such term is defined in Section 8(a)(iii)); (vi) If available, a gap affidavit and indemnification agreement acceptable to Title Company if required for purposes of providing “gap” insurance coverage in the Title Policy; (vii) A letter from Deloitte & Touchenon-foreign certificate and other documentation as may be appropriate and satisfactory to Purchaser to meet the non-withholding requirements under FIRPTA and any other federal statute or regulations (or, certified public accountantsin the alternative, each Seller shall cooperate with Purchaser in the withholding of funds pursuant to FIRPTA regulations); (viii) An appropriate reporting form to be submitted with the deed at time of recordation, if any; (ix) A closing statement showing the Purchase Price and any adjustments thereto; (x) A copy of a notice, which will be delivered to the effect tenants under the Leases to inform the tenants of Purchaser’s acquisition of the Subject Property and to direct that they have performed certain specified procedures future payments due under such Leases be paid to Purchaser; and (xi) All such further documents, if any, as a result may be reasonably required in order to fully and legally close this transaction and convey the Subject Property to Purchaser subject only to the Permitted Exceptions. (b) At Closing, Purchaser shall execute, acknowledge (if applicable) and deliver the following documents to the Title Company (collectively, the “Purchaser’s Closing Documents”): (i) A certificate stating all of which they determined that certain information of an accounting, financial or statistical nature Purchaser’s representations and warranties set forth in the Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) this Agreement remain true and "Description correct in all material respects at and as of the Mortgage Loans" agrees with the records of the OriginatorClosing Date; (gii) Such The Assignments of Leases; (iii) A closing statement showing the Purchase Price and any adjustments thereto; and (iv) All such further informationdocuments, certificatesif any, opinions as may be reasonably required in order to fully and documents as the Purchaser or the Underwriter may reasonably requestlegally close this transaction.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A SecretaryAn Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Bear, ▇▇▇▇▇▇▇ & Co. Inc. (the "UnderwriterRepresentative") may rely, and attached thereto copies of the certificate of incorporationformation, by- laws limited liability company agreement and certificate of good standing of the Seller under the laws of DelawareSeller; (b) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Representative; (c) An Officer's Certificate of the OriginatorResponsible Party, dated the Closing Date, in form satisfactory to and upon which the Seller, 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 its state of incorporationResponsible Party; (d) An opinion Opinion of Counsel of the OriginatorResponsible Party, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Representative; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (f) A letter from Deloitte & ToucheTouche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2005-NC4, dated August 11, 2005 (the "Prospectus Supplement Supplement") relating to the Offered Certificates contained under the captions "Summary--The Mortgage LoansPool," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage LoansPool" agrees with the records of the Originator;; and (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter Representative may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing The Agent shall be subject to delivery of have received each of the following documents, all of which shall be satisfactory in form and substance to the Agent and its counsel and to the Lenders: (ai) A Secretary's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC (the "Underwriter") may rely, and attached thereto certified copies of the articles or certificate of incorporationincorporation and bylaws of the Borrower as in effect on the Effective Date, (ii) certified copies of all corporate action, by- laws including shareholder approval, if necessary, taken by the Borrower to authorize the execution, delivery and performance of this Agreement, the Loan Documents, the borrowings under this Agreement, and the execution, delivery and performance of the Acquisition Agreement and the Acquisition Documents, (iii) certificates of incumbency and specimen signatures with respect to each of the officers of the Borrower authorized to execute and deliver this Agreement and the Loan Documents on behalf of the Borrower and to request borrowings under this Agreement, (iv) a certificate of evidencing the good standing of the Seller under Borrower in the laws jurisdiction of Delaware;its incorporation and in each other jurisdiction in which it is required to be qualified as a foreign corporation to transact its business as presently conducted, (bv) An Opinion copies of Counsel of all financial statements referred to in Section 7.1(n) and meeting the Seller, dated the Closing Date, in form satisfactory to and addressed to the Underwriter;requirements thereof, (cvi) An Officer's Certificate a signed opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the OriginatorBorrower, dated substantially in the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may relyof Exhibit C, and attached thereto copies of such local counsel for the certificate of incorporationBorrower as may be required, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory opining as to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request such matters in connection with the sale transactions contemplated by this Agreement as the Agent or its counsel may reasonably request, including local counsel opinions regarding the Mortgages and the Real Estate, (vii) the Financing Statements duly executed and delivered by the Borrower and acknowledgment copies evidencing the filing of such Financing Statements in each jurisdiction where such filing may be necessary or appropriate to perfect the Security Interest, (viii) a certification from the principal officers of the Mortgage Loans Borrower as to such factual matters as shall be requested by the Seller Agent, (ix) certificates or binders of insurance relating to each of the policies of insurance covering any of the Collateral together with loss payable clauses which comply with the terms of Section 9.8, (x) a certificate of the President or a Financial Officer of the Borrower stating that, to the Purchaser best of his knowledge and based on an examination sufficient to enable him to make an informed statement, (A) all of the representations and warranties made or deemed to be made under this Agreement are true and correct as of the SellerEffective Date, after giving effect to the Initial Loans to be made (and Letters of Credit to be issued) at such time and the application of the proceeds thereof, and (B) no Default or Event of Default exists, (xi) a Borrowing Base Certificate as of January 31, 1998, a Schedule of Inventory as of January 31, 1998 and a Schedule of Receivables as of January 31, 1998, (xii) copies of the Mortgages, duly executed and delivered by the Borrower, in proper form for recording in the appropriate jurisdiction, in order to create a valid first Lien on and security title to the Real Estate described therein, (xiii) one or more fully paid unconditional commitments for the issuance of mortgagee title insurance policies with all requirements and conditions to the issuance of the final policy deleted or marked satisfied, issued by First American Title Insurance Company, each in an amount equal to not less than the fair market value of the Real Estate subject to the Mortgage insured thereby, insuring that such Mortgage creates a valid first lien on, and security title to, all Real Estate described therein, with exceptions only for the Permitted Encumbrances (as defined in each Mortgage), (xiv) such materials and information concerning the Real Estate as the Agent may reasonably require, including, without limitation, (A) current and accurate surveys satisfactory to the Agent of the owned Real Estate, certified to the Agent and showing the location of the 100-year and 50-year flood plains thereon, (B) owner's execution affidavits as to such matters relating to the owned Real Estate as the Agent may reasonably request, and delivery of(C) engineer's reports as to the condition of the improvements on the Real Estate and the compliance of the Real Estate with all Applicable Laws, codes and ordinances as the Agent may reasonably request, (xv) landlord's or performance undermortgagee's waiver and consent agreements duly executed on behalf of each landlord or mortgagee, this Agreementas the case may be, of Real Estate and any other real property on which any Collateral is located, to the extent Borrower can obtain such landlord's or mortgagee's waiver and consent agreements using all reasonable efforts, (xvi) the Acquisition Documents Assignment, duly executed by the Borrower, (xvii) Agency Account Agreements, each duly executed by the Borrower and the Clearing Bank party thereto, with respect to each bank account of the Borrower other than the Excepted Accounts, (xviii) the Initial Notice of Borrowing, duly executed by the Borrower, (xix) certificates of title for all of the Borrower's motor vehicles, trailers and other property for which a certificate of title has been issued, subject to such exceptions as the Agent shall reasonably approve, together with applications for the noting of the Agent's security interest (on behalf of the Secured Creditors) thereon, duly executed by the Borrower and in form appropriate for submission to the applicable governmental authority that issued such certificate of title; (fxx) A letter from Deloitte & Touche, certified public accountants, to the effect that they have performed certain specified procedures as a result copies of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description each of the Mortgage Loans" agrees with other Loan Documents duly executed by the records of the Originator;parties thereto, and (gxxi) Such further information, certificates, opinions such other documents and documents instruments as the Purchaser Agent or the Underwriter any Lender may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing The Closing Documents shall be subject to delivery of each consist of the following documentsfollowing: (a) A Secretary's The Pooling and Servicing Agreement, dated as of the Cut-off Date, substantially in the form of Exhibit 1 hereto and with such further changes therein as the Seller and the Purchaser shall mutually agree to, together with all documents required to be delivered thereunder; and b) With respect to the Mortgage Loans: 1. An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the OriginatorPurchaser, the Purchaser certificate insurer and UBS Warburg LLC ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ 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 certificate of incorporationcharter, by- by-laws and certificate of good standing of the Seller under from the laws Office of DelawareThrift Supervision; (b) 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, in form satisfactory to Date and addressed to the Purchaser, the certificate insurer and the Underwriter, substantially in the form attached hereto as Exhibit 4; (c) An Officer's Certificate of the Originator4. A letter from Price Waterhouse LLP, dated the Closing Datedate hereof, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in form satisfactory the Purchaser's Prospectus Supplement, dated September 20, 1996, to a Prospectus, dated September 20, 1998 under the captions "The Mortgage Pool" and upon which "Pooling and Servicing Agreement -The Mortgage Loan Seller and Master Servicer", "-Real Estate Owned" and "-Delinquency and Foreclosures" agrees with the records of the Seller and that the information under the captions "Summary of Prospectus Supplement," "The Mortgage Pool," "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Seller, the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) 5. Such opinions of counsel as the Rating Agencies 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 (f) A letter from Deloitte & Touche, certified public accountants, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Loans" agrees with the records of the Originator; (g) 6. Such further information, certificates, opinions and documents as the Purchaser Purchaser, the certificate insurer or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's Certificate The Closing Documents shall consist of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC (the "Underwriter") may relyfollowing, and attached thereto copies can only be waived and modified by mutual consent of the certificate of incorporation, by- laws and certificate of good standing of the Seller under the laws of Delaware;parties hereto: (b) An Opinion of Counsel of This Agreement, duly executed and delivered by the Purchaser and the Seller, dated and the Closing DatePooling and Servicing Agreement, in form satisfactory to duly executed and addressed to delivered by the Underwriter;Purchaser and all the other parties thereto; and (c) An Officer's Certificate executed by an authorized officer of the OriginatorSeller in his or her individual capacity, and dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser Underwriters and the Underwriter BACM may rely, and attached attaching thereto copies as exhibits the organizational documents of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation;Seller; and (d) An opinion Certificate of Counsel good standing regarding the Seller from the Secretary of the OriginatorState of Georgia dated not earlier than 30 days prior to the Closing Date; and (e) A certificate of the Seller, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, in form satisfactory to and addressed upon which the Purchaser, the Underwriters and the Placement Agent may rely to the Underwriter; effect that (ei) Such opinions the representations and warranties of counsel the Seller in the Agreement are true and correct in all material respects at and as of the Rating Agencies or the Trustee may request in connection date hereof with the sale of same effect as if made on the Mortgage Loans by 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 Purchaser or the Seller's execution and delivery of, or performance under, this Agreement;date hereof; and (f) A letter from Deloitte & Touchewritten opinion of counsel for the Seller, certified public accountantssubject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller each as reasonably acceptable to counsel for the Purchaser, the Underwriters and the Placement Agent, dated the Closing Date and addressed to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accountingPurchaser, financial or statistical nature set forth in the Prospectus Supplement contained under Underwriters, the captions "Summary--Mortgage Loans," "Risk Factors," (to Trustee, the extent of information concerning the Mortgage Loans contained therein) Placement Agent and "Description of the Mortgage Loans" agrees with the records of the Originator;each Rating Agency; and (g) Any other opinions of counsel for the Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates; and (h) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter 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. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the OriginatorOriginators, the Purchaser and UBS Warburg LLC Salomon Brothers Inc (the "Underwriter") may rely, and attached thereto copies in the form 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 relyExhibit 3 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of New York; (b) An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit 4 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date and addressed to the Originators, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 5; (d) An Officer's Certificate of each Originator, dated the Closing Date, upon which the Seller, the Purchaser and the Underwriter may rely, in the form of Exhibit 6 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of such Originator under the laws of its state of incorporation; (de) An opinion of Counsel of the each Originator, dated the Closing Date, in form satisfactory to Date and addressed to the UnderwriterSeller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 7; (ef) 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; (fg) A letter from Deloitte & ToucheTouche 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 contained Supplement, dated June 19, 1997 in the Summary under the subheading "The Mortgage Pool" and under the captions "Summary--The Mortgage LoansPool" and "Pooling and Servicing Agreement -- Ameriquest Mortgage Company," or "Risk Factors-- 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 extent effect that they have performed certain specified procedures as a result of which they determined that certain information concerning of an accounting, financial or statistical nature set forth in the Mortgage Loans contained therein) Purchaser's Prospectus Supplement, dated June 19, 1997 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Mortgage LoansCertificates" agrees with the records of the Originator;Seller; and (gj) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting The Closing Documents shall consist of the generality of Section 8 hereoffollowing: (i) this Agreement, duly executed by the closing shall be subject to delivery of Purchaser and the Seller; (ii) each of the following documents:Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (aiii) A Secretaryan Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an Assistant Secretary of the Seller, in his or her individual capacity on behalf of the Seller, and dated the Closing Date, in form satisfactory to and upon which the OriginatorDepositor, Credit Suisse Securities, the Purchaser other Underwriters and UBS Warburg LLC the Rating Agencies (collectively, for purposes of this Section 7, the "UnderwriterInterested Parties") may rely, and attached attaching thereto copies as exhibits (A) the resolutions of the certificate board of incorporation, by- laws directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement and (B) the organizational documents of the Seller; (iv) a certificate of good standing with respect to the Seller issued by the Secretary of State of the State of California not earlier than 30 days prior to the Closing Date, and upon which the Interested Parties may rely; (v) a Certificate of the Seller under substantially in the laws form of Delaware; (b) An Opinion of Counsel Exhibit D-2 hereto, executed by an executive officer of the Seller on the Seller, 's behalf and dated the Closing Date, in form satisfactory to and upon which the Interested Parties may rely; (vi) a written opinion or opinions of counsel for the Seller (which may include an opinion of in-house counsel), dated the Closing Date and addressed to the UnderwriterInterested Parties and the respective parties to the Pooling and Servicing Agreement, which opinion shall be in form reasonably acceptable to the Purchaser and shall cover such corporate and other matters as shall be reasonably required by the Purchaser; (cvii) An Officer's Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies one 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 more comfort letters from Deloitte Ernst & ToucheYoung 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 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 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 Mortgage Loans set forth in any preliminary Prospectus Supplement and the Prospectus Supplement contained under Supplement, compared the captions "Summary--Mortgage Loans," "Risk Factors," (results of their calculations to the extent of information concerning corresponding items in any preliminary Prospectus Supplement and the Mortgage Loans contained therein) Prospectus Supplement, respectively, and "Description of found each such number and percentage set forth in any preliminary Prospectus Supplement and the Mortgage Loans" agrees Prospectus Supplement, respectively, to be in agreement with the records results of the Originatorsuch calculations; (gviii) Such such further information, certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require; (ix) a written certificate or certificates of the Underwriter 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. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (ai) A Secretary's An Officers' Certificate of the SellerSeller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC (the "Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller 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 Underwriters may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator Seller and Master Servicer under the laws of its Delaware and stating that the information contained in the Prospectus Supplement, relating to the Mortgage Loans, the Seller and Master Servicer, and the applicable loan portfolio, is true and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of incorporationthe circumstances under which they were made, not misleading and (ii) if the Class CE Certificates and/or Class P Certificates are offered on the Closing Date pursuant to a Private Placement Memorandum, the Seller shall deliver an Officer's Certificate stating that the same information contained in such Private Placement Memorandum is true and accurate in all material respects; (db) An opinion Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the OriginatorSeller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser, the Certificate Insurer and the Underwriters; (ed) Such opinions of counsel from the Purchaser's or Seller's 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 AgreementAgreement and upon which the Certificate Insurer and the Underwriters may rely; (fe) A letter from Deloitte & ToucheTouche 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 contained Supplement, under the captions "Summary--Mortgage Loans," Summary of Prospectus Supplement", "Risk Factors," (to ", "The Mortgage Pool", "Yield on the extent of information concerning the Mortgage Loans contained therein) and Certificates", "Description of the Mortgage Loans" Certificates", "Pooling and Servicing Agreement--The Seller and Master Servicer", Annex II and Annex III agrees with the records of the OriginatorSeller and the Master Servicer; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the OriginatorPurchaser, the Purchaser Financial Security Assurance Inc. ("FSA") and UBS Warburg LLC Salomon Brothers Inc (the "Underwriter") may rely, and attached thereto copies in the form 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 relyExhibit 1 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator Seller under the laws of its state of incorporationNew York; (db) An opinion of Counsel Officers' Certificate of the OriginatorSeller, dated the Closing Date, upon which the Purchaser, FSA and the Underwriter may rely, in the form satisfactory of Exhibit 2 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date and addressed to the Purchaser, FSA and the Underwriter, substantially in the form attached hereto as Exhibit 3; (ed) 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; (fe) A letter from Deloitte & Touche, certified public accountants, dated the date hereof, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement contained Supplement, dated December 13, 1996, under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the "The Mortgage Loans contained therein) Pool" and "Description of Yield on the Mortgage LoansCertificates" agrees with the records of the Originator;Seller; and (gf) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing The Closing Documents shall be subject to delivery of each consist of the following documentsfollowing: (ai) A Secretary's The Pooling and Servicing Agreement, dated as of the Cut-off Date, substantially in the form of Exhibit 1 hereto and with such further changes therein as the Seller and the Purchaser shall mutually agree to, together with all documents required to be delivered thereunder; and (ii) With respect to the Mortgage Loans: (1) An Officer’s Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC each of ▇.▇. ▇▇▇▇▇▇ Securities Inc., Citigroup Global Markets Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the "Underwriter"“Underwriters”) may rely, in the form of Exhibit 2 hereto, and attached thereto a certified copy of the resolutions of the board of directors of the Seller, together with copies of the certificate Seller’s Certificate of incorporationLimited Partnership and Agreement of Limited Partnership, by- laws as amended, and a certificate of good standing of the Seller under from the laws Secretary of State of the State of Delaware; (b2) An Opinion of Counsel Officer’s Certificate 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 Underwriters may rely, and attached thereto copies in the form of the certificate of incorporationExhibit 3 hereto, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory with respect to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this AgreementPurchaser; (f3) An Opinion of Counsel of the Seller (who may be in-house counsel of the Seller), dated the Closing Date and addressed to the Purchaser and the Underwriters, substantially in the form attached hereto as Exhibit 4; (4) A letter from Deloitte & ToucheTouche LLP, certified public accountantsdated the date hereof, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s prospectus dated July 6, 2007, as supplemented by the supplement dated July 24, 2007 (the “Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (Supplement”), relating to the extent offering of information concerning certain classes of Bayview Financial Mortgage Pass-Through Certificates, Series 2007-B, has been properly calculated; (5) Such opinions of counsel as the Rating Agencies or the Trustee may reasonably request in connection with the sale of the Mortgage Loans contained therein) by the Seller to the Purchaser or the Seller’s execution and "Description of delivery of, or performance under, this Agreement or the Mortgage Loans" agrees with the records of the Originator;Pooling and Servicing Agreement; and (g6) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter Underwriters may reasonably request. (iii) Such additional documentation as is required to be delivered under the Underwriting Agreement dated July 24, 2007, among the Seller, the Purchaser and ▇.▇. ▇▇▇▇▇▇ Securities Inc., as representative of the several Underwriters.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit 3 hereto, and attached thereto copies of the certificate of incorporation, by- by-laws and certificate of good standing of the Seller under the laws of DelawareNew York; (b) An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit 4 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to Date and addressed to the Originator, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 5; (cd) 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, 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; (de) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to Date and addressed to the UnderwriterSeller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 7; (ef) 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; (fg) A letter from Deloitte & ToucheTouche 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 contained Supplement, dated November 20, 1997 in the Summary under the subheading "The Mortgage Pool" and under the captions "Summary--The Mortgage Loans,Pool" "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Loans" Pooling and Servicing Agreement-- The Originator and Master Servicer", agrees with the records of the Originator; (gh) The Originator shall deliver to the Seller for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, Inc., Asset-Backed Floating Rate Certificates, Series 1997-AQ2, under the captions "The Mortgage Pool -- Underwriting Standards; Representations" and "Pooling and Servicing Agreement -- The Originator and Master Servicer", or for inclusion in other offering material such publicly available information regarding the Originator, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; (i) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated November 20, 1997 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Seller; and (j) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officer’s Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Citigroup Global Markets Inc. (the "Underwriter"“Representative”) may rely, and attached thereto copies of the certificate of incorporationformation, by- laws limited partnership agreement and certificate of good standing of the Seller under the laws of DelawareSeller; (b) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Representative; (c) An Officer's ’s Certificate of the OriginatorRFC, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter Representative may rely, and attached thereto copies of the certificate of incorporationformation, by-laws limited liability company agreement and certificate of good standing of the Originator under the laws of its state of incorporationRFC; (d) An opinion Such opinions of Counsel counsel of RFC required by the Originator, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterWhole Loan Agreement; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's ’s execution and delivery of, or performance under, this Agreement; (f) A letter from Deloitte & ToucheTouche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s prospectus supplement for Series 2007-RFC1, dated January 22, 2007 (the “Prospectus Supplement Supplement”) relating to the Offered Certificates contained under the captions "“Summary--—The Mortgage LoansPool," "” “Legal Proceedings,” “Risk Factors," ” (to the extent of information concerning the Mortgage Loans contained therein) and "“Description of the Mortgage Loans" Pool” agrees with the records of the Originator;RFC; and (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter Representative may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers’ Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the OriginatorPurchaser, Greenwich Capital Markets, Inc. (“GCM”), WaMu Capital Corp. (“WCC”) and ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. (“GS” and collectively with GCM and WCC, the Purchaser “Co-Representatives”) and UBS Warburg LLC (the "Underwriter") NIMS Insurer, if any, may rely, rely and attached thereto copies of the certificate of incorporation, by- laws bylaws and certificate of good standing of the Seller under the laws of the State of Delaware; (b) An Opinion of Counsel Officers’ Certificate of the Seller, dated the Closing Date, in form satisfactory upon which the Purchaser, the Co-Representatives and the NIMS Insurer, if any, may rely, with respect to and addressed certain facts regarding the sale of the Mortgage Loans, by the Seller to the UnderwriterPurchaser; (c) An Officer's Certificate Opinion of Counsel of the OriginatorSeller (which may be in-house counsel of the Seller), dated the Closing Date, in form satisfactory Date and addressed to and upon which the SellerPurchaser, the Purchaser Co-Representatives and the Underwriter may relyNIMS Insurer, 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 incorporationif any; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies Agencies, the Co-Representatives, the Trustee or the Trustee NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans and the Cap Agreements by the Seller to the Purchaser or the Seller's ’s execution and delivery of, or performance under, this Agreement; (fe) A letter from Deloitte & ToucheTouche 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 contained under the captions "Summary--“Summary of Terms—Mortgage Loans," "”, “Risk Factors," (to the extent of information concerning the ”, “The Mortgage Loans contained therein) Pool” and "Description of the “Long Beach Mortgage Loans" Company” agrees with the records of the OriginatorSeller; (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 Co-Representatives may reasonably request; (g) Letters from at least two nationally recognized statistical rating agencies rating the Offered Certificates (as defined in the Prospectus Supplement) and a letter from at least one nationally recognized statistical rating agency rating the Class B-1 Certificates; and (h) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter Co-Representatives may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's Certificate An officers’ certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC (the "Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller 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 Underwriters may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator Seller under the laws of its California and stating that the information contained in the Prospectus Supplement, relating to the Mortgage Loans and the Seller, and the applicable loan portfolio, is true and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of incorporationthe circumstances under which they were made, not misleading and (ii) if any of the Certificates are offered on the Closing Date pursuant to a private placement memorandum, the Seller shall deliver an Officer’s Certificate stating that the same information contained in such private placement memorandum is true and accurate in all material respects; (db) An officers’ certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An opinion of Counsel of counsel for the OriginatorSeller, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Underwriters; (ed) Such opinions of counsel from the Purchaser’s or Seller’s 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 ’s execution and delivery of, or performance under, this AgreementAgreement and upon which the Underwriters may rely; (e) An Indemnification Agreement among the Servicer, the Depositor and the Seller; (f) A letter from Deloitte & ToucheKPMG, 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 contained Supplement, under the captions "Summary--Mortgage Loans," "“Summary of Prospectus Supplement”, “Risk Factors," (to ”, “The Mortgage Pool”, “Yield on the extent of information concerning the Mortgage Loans contained therein) Certificates”, and "“Description of the Mortgage Loans" Certificates”,, and in Annex I to the Prospectus Supplement agrees with the records of the OriginatorSeller; (g) The Seller shall deliver for inclusion in the Prospectus Supplement under the caption “The Mortgage Pool—Underwriting Standards of the Originator and Representations Concerning the Mortgage Loans” or for inclusion in other offering material such publicly available information regarding its financial condition, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; and (h) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter Underwriters may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) An Officers' Certificate of the Seller, 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, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC (the "Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller 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, 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 under Seller; (c) An Opinion of Counsel of the laws of its state of incorporationSeller, dated the Closing Date and addressed to the Purchaser and the Underwriter, in a form acceptable to the Purchaser; (d) An opinion of Counsel Officers' Certificate of the Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form satisfactory to and addressed acceptable to the UnderwriterPurchaser; (e) 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; (fg) A letter from Deloitte & ToucheTouche 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 contained Supplement, dated September 26, 2003 under the captions subheadings "SummarySummary of Prospectus Supplement--The Mortgage Loans," "Risk Factors," (to the extent of information concerning regarding the Mortgage Loans contained therein) and "Description of the The Mortgage LoansPool" agrees with the records of the OriginatorSeller; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Salomon Brothers Inc (the "Underwriter") may rely, and attached thereto copies in the form 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 relyExhibit 1 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator Seller under the laws of its state of incorporationCalifornia; (db) An opinion of Counsel Officers' Certificate of the OriginatorSeller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form satisfactory of Exhibit 2 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date and addressed to the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 3; (ed) 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; (fe) A letter from Deloitte & ToucheKPMG Peat Marwick, L.L.P., certified public accountants, dated the date hereof, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement contained Supplement, dated August 26, 1997, under the captions "Summary--Summary-- The Mortgage Pool," "Risk Factors-- Additional Risks Associated with the Mortgage Loans," "Risk Factors,The Mortgage Pool" (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage LoansPooling and Servicing Agreement-- The Master Servicer" agrees with the records of the Originator;Seller; and (gf) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers’ Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the OriginatorPurchaser, WaMu Capital Corp. (“WCC”) and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“Merrill,” and together with WCC, the Purchaser “Co-Representatives”) and UBS Warburg LLC (the "Underwriter") NIMS Insurer, if any, may rely, rely and attached thereto copies of the certificate of incorporation, by- laws bylaws and certificate of good standing of the Seller under the laws of the State of Delaware; (b) An Opinion of Counsel Officers’ Certificate of the Seller, dated the Closing Date, in form satisfactory upon which the Purchaser, the Co-Representatives and the NIMS Insurer, if any, may rely, with respect to and addressed certain facts regarding the sale of the Mortgage Loans, by the Seller to the UnderwriterPurchaser; (c) An Officer's Certificate Opinion of Counsel of the OriginatorSeller (which may be in-house counsel of the Seller), dated the Closing Date, in form satisfactory Date and addressed to and upon which the SellerPurchaser, the Purchaser Co-Representatives and the Underwriter may relyNIMS Insurer, 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 incorporationif any; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies Agencies, the Co-Representatives, the Trustee or the Trustee NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's ’s execution and delivery of, or performance under, this Agreement; (fe) A letter from Deloitte & ToucheTouche 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 contained under the captions "Summary--“Summary of Terms—Mortgage Loans," "” “Risk Factors," (to the extent of information concerning the ” “The Sponsor,” “Static Pool Information,” “The Mortgage Loans contained therein) Pool” and "Description of the Mortgage Loans" “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the records of the OriginatorSeller; (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 (h) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter Co-Representatives may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A SecretaryAn Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Citigroup Global Markets Inc. (the "UnderwriterRepresentative") may rely, and attached thereto copies of the certificate of incorporationformation, by- laws limited liability company agreement and certificate of good standing of the Seller under the laws of DelawareSeller; (b) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Representative; (c) An Officer's Certificate of the OriginatorResponsible Party, dated the Closing Date, in form satisfactory to and upon which the Seller, 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 its state of incorporationResponsible Party; (d) An opinion Opinion of Counsel of the OriginatorResponsible Party, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Representative; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (f) A letter from Deloitte & ToucheTouche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2006-NC1, dated February 6, 2006 (the "Prospectus Supplement Supplement") relating to the Offered Certificates contained under the captions "Summary--The Mortgage LoansPool," "Legal Proceedings," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage LoansPool" agrees with the records of the Originator;; and (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter Representative may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A SecretaryAn Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Citigroup Global Markets Inc. (the "UnderwriterRepresentative") may rely, and attached thereto copies of the certificate of incorporation, by- by-laws and certificate of good standing of the Seller under the laws of DelawareNew York; (b) An Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Representative may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Representative; (cd) 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 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 its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterCalifornia; (e) Such opinions of counsel as the Rating Agencies Agencies, the Trustee or the Trustee Trust Administrator may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (f) A letter from Deloitte & ToucheTouche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2003-HE2, dated October 28, 2003 (the "Prospectus Supplement Supplement") relating to the Offered Certificates contained under the captions "Summary--The Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the The Mortgage LoansPool" agrees with the records of the Originator; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.Seller; and

Closing Documents. Without limiting Such Purchaser shall have received the generality following, each dated the date of Section 8 hereofthe applicable Closing Day: (i) The Note(s) to be purchased by such Purchaser. (ii) On the Series A Closing Day, the closing Company shall be subject have delivered, or caused the Guarantors to delivery deliver, to the Purchasers a fully executed guaranty agreement, in a form acceptable to the Purchasers, executed by the Guarantors (the “Guaranty Agreement”). (iii) An opinion of ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel to the Company and each Guarantor (or such other counsel designated by the Company and each Guarantor and reasonably acceptable to each Purchaser) reasonably satisfactory to each Purchaser and, with respect to the opinion of ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially in the form of Exhibit E attached hereto, and as to such other matters as a Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinion. (iv) The Articles/Certificate of Incorporation, Formation or Limited Partnership, as applicable, of the Company and each Guarantor, each certified as of a recent date by the Secretary of State of the state of their respective incorporation or formation as applicable. (v) The Bylaws, Operating/Limited Liability Company Agreement or Limited Partnership Agreement, as applicable, of the Company and each Guarantor certified by the respective Secretary of the Company and each Guarantor (or a certification by an Authorized Officer that such documentation most recently delivered to the Purchasers has not been amended). (vi) An incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the following documents:Company and the Guarantor certifying as to the names, titles and true signatures of the officers of the Company or the Guarantor authorized to sign this Agreement, the Notes, the Guaranty and the other documents to be delivered hereunder. (avii) A Secretary's Certificate certificate of the SellerSecretary of the Company and the Guarantor (A) attaching resolutions of the Board of Directors, dated members, managers or partners, as applicable, of the Closing DateCompany and the Guarantor evidencing approval of the transactions contemplated by this Agreement and the Guaranty and the issuance of the Notes and the Guaranty and the execution, in form satisfactory to delivery and upon which the Originator, the Purchaser and UBS Warburg LLC (the "Underwriter") may relyperformance thereof, and attached thereto copies of authorizing certain officers to execute and deliver the certificate of incorporationsame, by- laws and certificate of good standing of certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Seller under the laws of Delaware;Company or any Guarantor have been commenced or are contemplated. (b) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (cviii) An Officer's ’s Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed certifying as to the Underwriter; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (f) A letter from Deloitte & Touche, certified public accountants, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature matters set forth in Paragraph 3C below. (ix) Corporate and tax good standing certificates as to each of the Prospectus Supplement contained under Company and the captions "Summary--Mortgage Loans," "Risk Factors," Guarantors, from the jurisdiction in which it is organized or incorporated. (x) Such additional documents or certificates with respect to legal matters or corporate or other proceedings related to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Loans" agrees with the records of the Originator; (g) Such further information, certificates, opinions and documents transactions contemplated hereby as the Purchaser or the Underwriter may be reasonably requestrequested by such Purchaser.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A An Officers' Certificate of the Seller, 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, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC (the "Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller 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, 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 under Seller; (c) An Officers' Certificate of the laws Seller, dated the Closing Date, 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 its state of incorporationthe Mortgage Loans by the Seller to the Purchaser; (d) An opinion Opinion of Counsel of the OriginatorSeller, dated the Closing Date, in form satisfactory to Date and addressed to the Purchaser and the Underwriter, in a form acceptable to the Purchaser; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (f) A letter from Deloitte & ToucheTouche 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 contained Supplement, dated August 28, 2000 under the captions subheadings "SummarySummary of Prospectus Supplement--The Mortgage Loans," "Risk Factors," (to the extent of information concerning regarding the Mortgage Loans contained therein) "The Mortgage Pool" and "Description of the The Mortgage LoansLoan Seller" agrees with the records of the OriginatorSeller; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the OriginatorPurchaser, the Purchaser Greenwich Capital Markets, Inc. and UBS Warburg LLC (together, Greenwich Capital Markets, Inc. and UBS Warburg LLC are the "UnderwriterCo-Representatives") ), the NIMS Insurer, if any, and the Guarantor may rely, rely and attached thereto copies of the certificate of incorporation, by- laws bylaws and certificate of good standing of the Seller under the laws of the State of Delaware; (b) An Opinion of Counsel Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory upon which the Purchaser, the Co-Representatives, the NIMS Insurer, if any, and the Guarantor may rely, with respect to and addressed certain facts regarding the sale of the Mortgage Loans, by the Seller to the UnderwriterPurchaser; (c) An Officer's Certificate Opinion of Counsel of the OriginatorSeller (which may be in-house counsel of the Seller), dated the Closing Date, in form satisfactory Date and addressed to and upon which the SellerPurchaser, the Purchaser Co-Representatives, the NIMS Insurer, if any, and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporationGuarantor; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies Agencies, the Co-Representatives, the Trustee, the NIMS Insurer, if any, or the Trustee Guarantor may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (fe) A letter from Deloitte & ToucheTouche 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 contained under the captions "SummarySummary of Terms--Mortgage Loans," ", "Risk Factors,", "The Mortgage Pool" (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Long Beach Mortgage LoansCompany" agrees with the records of the OriginatorSeller; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers’ Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the OriginatorPurchaser, [________________]. (“[_______]”) and [__________]. (“[_____]”, and together with [_______], the Purchaser “Co-Representatives”), the Class II-A3 Insurer and UBS Warburg LLC (the "Underwriter") NIMS Insurer, if any, may rely, rely and attached thereto copies of the certificate of incorporation, by- laws bylaws and certificate of good standing of the Seller under the laws of the State of Delaware; (b) An Opinion of Counsel Officers’ Certificate of the Seller, dated the Closing Date, in form satisfactory upon which the Purchaser, the Co-Representatives, the Class II-A3 Insurer and the NIMS Insurer, if any, may rely, with respect to and addressed certain facts regarding the sale of the Mortgage Loans, by the Seller to the UnderwriterPurchaser; (c) An Officer's Certificate Opinion of Counsel of the OriginatorSeller (which may be in-house counsel of the Seller), dated the Closing Date, in form satisfactory Date and addressed to and upon which the SellerPurchaser, the Purchaser Class II-A3 Insurer, the Co-Representatives and the Underwriter may relyNIMS Insurer, 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 incorporationif any; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies Agencies, the Co-Representatives, the Trustee, the Class II-A3 Insurer or the Trustee NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans [and the Trust Swap Agreement] by the Seller to the Purchaser or the Seller's ’s execution and delivery of, or performance under, this Agreement; (fe) A letter from Deloitte & Touche[___________________], 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 contained under the captions "Summary--“Summary of Terms—Mortgage Loans," "”, “Risk Factors," (to the extent of information concerning the ”, “The Mortgage Loans contained therein) Pool” and "Description of the “Long Beach Mortgage Loans" Company” agrees with the records of the OriginatorSeller; (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 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 (h) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter Co-Representatives may reasonably request.

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser Purchaser, Financial Security Assurance Inc. ("FSA") and UBS Warburg LLC Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit 3 hereto, and attached thereto copies of the certificate of incorporation, by- by-laws and certificate of good standing of the Seller under the laws of DelawareNew York; (b) An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, FSA and the Underwriter may rely, in the form of Exhibit 4 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to Date and addressed to the Originator, the Purchaser, FSA and the Underwriter, substantially in the form attached hereto as Exhibit 5; (cd) An Officer's Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser 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 its state of incorporationDelaware; (de) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to Date and addressed to the Seller, the Purchaser, FSA and the Underwriter, substantially in the form attached hereto as Exhibit 7; (ef) 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; (fg) A letter from Deloitte & ToucheTouche 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 contained Supplement, dated September 20, 1996 in the Summary under the subheading "The Mortgage Pool" and under the captions "Summary--The Mortgage Loans,Pool" "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage LoansPooling and Servicing Agreement-- The Originator and Master Servicer" agrees with the records of the Originator; (gh) The Originator shall deliver to the Seller for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, Inc., Asset-Backed Floating Rate Certificates, Series 1996-LB1, under the captions "The Mortgage Pool-- Underwriting Standards; Representations" and "Pooling and Servicing Agreement-- The Originator and Master Servicer" , or for inclusion in other offering material such publicly available information regarding the Originator, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; (i) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated September 20, 1996 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Seller; and (j) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. Without limiting The Closing Documents shall consist of the generality of Section 8 hereoffollowing: (i) this Agreement, duly executed by the closing shall be subject to delivery of Purchaser and the Seller; (ii) each of the following documents:Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (aiii) A Secretaryan Officer's Certificate in form and substance reasonably acceptable to CSFB Mortgage Securities, CSFB LLC, the other Underwriters and the Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties"), executed by the Secretary or an assistant secretary of the Seller, in his or her individual capacity on behalf of the Seller, and dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC (the "Underwriter") Interested Parties may rely, and attached attaching thereto copies as exhibits (A) the resolutions of the certificate board of incorporationdirectors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, by- laws and (B) the organizational documents of the Seller; (iv) a certificate of good standing with respect to the Seller issued by the Comptroller of the Currency not earlier than 30 days prior to the Closing Date, and upon which the Interested Parties may rely; (v) a Certificate of the Seller under in form and substance reasonably acceptable to the laws of Delaware; (b) An Opinion of Counsel Interested Parties, executed by an executive officer of the Seller on the Seller, 's behalf and dated the Closing Date, and upon which the Interested Parties may rely, which sets forth that the representations and warranties of the Seller in form satisfactory this Agreement and the Indemnification Agreement are true and correct in all material respects as of the Closing Date, subject to the exceptions set forth in Schedule C-1 and Section 18; (vi) a written opinion or opinions of counsel for the Seller (which may include an opinion of in-house counsel), dated the Closing Date and addressed to the UnderwriterInterested Parties and the respective parties to the Pooling and Servicing Agreement, which opinions shall be in form and substance reasonably acceptable to the addressees; (cvii) An Officer's Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which a letter from Polsinelli Shalton & Welte P.C. special counsel for the Seller, the Purchaser ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Da▇▇ ▇▇d addressed to CSFB Mortgage Securities, CSFB LLC and the Underwriter may relyother Underwriters, which letter shall be in form and attached thereto copies of substance reasonably acceptable to the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporationrecipient; (dviii) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel as the Rating Agencies one 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 more comfort letters from Deloitte Ernst & ToucheYoung LLP, certified public accountants, dated the date of any preliminary Prospectus Supplement and of the Prospectus Supplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB LLC, the other Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by CSFB Mortgage Securities, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the 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 Mortgage Loans set forth in any preliminary Prospectus Supplement and the Prospectus Supplement contained under Supplement, compared the captions "Summary--Mortgage Loans," "Risk Factors," (results of their calculations to the extent of information concerning corresponding items in any preliminary Prospectus Supplement and the Mortgage Loans contained therein) Prospectus Supplement, respectively, and "Description of found each such number and percentage set forth in any preliminary Prospectus Supplement and the Mortgage Loans" agrees Prospectus Supplement, respectively, to be in agreement with the records results of the Originatorsuch calculations; (gix) Such such further information, 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 Underwriter 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. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A SecretaryAn Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC Citigroup Global Markets Inc. (the "UnderwriterRepresentative") may rely, and attached thereto copies of the certificate of incorporationformation, by- laws limited liability company agreement and certificate of good standing of the Seller under the laws of DelawareSeller; (b) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Representative; (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 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 its state of incorporationOriginator; (d) An opinion Opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the UnderwriterPurchaser and the Representative; (e) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (f) A letter from Deloitte & ToucheTouche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2005-OPT1, dated February 4, 2005 (the "Prospectus Supplement Supplement") relating to the Offered Certificates contained under the captions "Summary--The Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the The Mortgage LoansPool" agrees with the records of the Originator; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.; and

Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents: (a) A Secretary's An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and UBS Warburg LLC (the "Underwriter") Underwriters may rely, and attached thereto copies of the certificate of incorporationformation, by- by-laws and certificate of good standing of the Seller under the laws of DelawareDelaware and stating that the information contained in the Prospectus Supplement, relating to the Mortgage Loans, the Seller, 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; (b) An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller, 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, 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 incorporationUnderwriters; (d) An opinion of Counsel of the Originator, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (e) Such opinions of counsel from the Purchaser's or Seller's 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 AgreementAgreement and upon which the Underwriters may rely; (fe) A letter from Deloitte & ToucheTouche 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 contained Supplement, under the captions "Summary--Mortgage Loans," Summary of Prospectus Supplement", "Risk Factors," (to ", "The Mortgage Pool", "Yield on the extent of information concerning the Mortgage Loans contained therein) and Notes", "Description of the Mortgage LoansNotes", "Sale and Servicing Agreement--The Seller", and "Sale and Servicing Agreement--The Master Servicer" agrees with the records of the OriginatorSeller; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.