Common use of Purchase Price Clause in Contracts

Purchase Price. The purchase price for the Mortgage Loans (the "Purchase Price") shall be the percentage as stated in the Commitment Letter, multiplied by the aggregate principal balance, as of the Cut-off Date, of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount of the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the Cut-off Date through the day prior to the Closing Date, inclusive. The Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for the each Mortgage Loans (the "Purchase Price") Loan shall be the percentage of par as stated in the Commitment LetterPurchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the Cut-off Date, of the Mortgage Loans listed on the attached Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may initial principal amount of the Mortgage Loans shall be adjusted the aggregate principal balance of the Mortgage Loans, so computed as stated in of the respective Commitment LetterCut-off Date. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount Stated Principal Balance of the Mortgage Loans as of the Cut-off Date at the weighted average Mortgage Loan Remittance Rate from of the Cut-off Date through Mortgage Loans. The Purchase Price plus accrued interest as set forth in the day prior to preceding paragraph shall be paid on the Closing Date, inclusiveDate by wire transfer of immediately available funds. The Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected on or after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller or any successor servicer after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, together with any unscheduled Principal Prepayments collected prior to the Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser. If, subsequent to the Closing Date, the amount on which the Purchase Price with respect to a Mortgage Loan was based is found to be in error, or if, for any other reason, the Purchase Price or such other amounts are found to be in error, within ten (10) Business Days of the receipt of information sufficient to provide notice that payment is due the party benefiting from the error shall pay an amount sufficient to correct and reconcile the Purchase Price plus interest thereon at an agreed upon market rate or such other amounts and shall provide a reconciliation statement and such other documentation sufficient reasonably to satisfy the other party concerning the accuracy of such reconciliation.

Purchase Price. The purchase price Purchase Price for the each Mortgage Loans (the "Purchase Price") Loan shall be the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Agreement (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the related Cut-off Date whether or not collectedDate, but only to the extent such payments were actually received. The initial principal amount of the related Mortgage Loans shall be the aggregate principal balance of the Mortgage Loans, so computed as of the related Cut-off Date. If so provided in the related Purchase Price may and Terms Agreement, portions of the Mortgage Loans shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate current principal amount of the related Mortgage Loans as of the related Cut-off Date at the weighted average Mortgage Loan Remittance Interest Rate from of those Mortgage Loans. The Purchase Price plus accrued interest as set forth in the Cut-off Date through the day prior preceding paragraph shall be paid to the Closing Date, inclusiveSeller by wire transfer of immediately available funds to an account designated by the Seller in writing. The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller)Date, and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not Date, to the extent actually collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for paid prior to such Cut-off date, but to be applied on a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller Purchaser and shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance be remitted by the Seller to the PurchaserPurchaser on the next Remittance Date.

Purchase Price. The purchase price Purchase Price for the each Mortgage Loans (the "Purchase Price") Loan shall be the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website, multiplied by the aggregate principal balanceStated Principal Balance, as of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan ScheduleSchedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date Date, whether or not collected. The If so provided in the related Purchase Price may and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount current Stated Principal Balance of the respective pool of Mortgage Loans Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate from the such Cut-off Date through the day prior to the related Closing Date, inclusive. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the applicable Closing Date by wire transfer of immediately available funds. The Purchaser shall be entitled to (1) all scheduled principal due after the applicable Cut-off Date, (2) all other recoveries of principal collected on or after the such Cut-off Date (provided, however, that all scheduled payments of principal due on or before the such Cut-off Date and collected by the Seller or any successor servicer after the such Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees and LPMI Rates, if applicable (minus that portion of any such payment which is allocable to the period prior to the applicable Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the applicable Cut-off Date is determined after application of payments of principal due on or before the such Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the applicable Cut-off Date shall not be applied to the principal balance as of the such Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan listed on the related Mortgage Loans (the "Purchase Price") Loan Schedule shall be the percentage of par as stated in the Commitment Letterrelated Confirmation (subject to adjustment as provided therein), multiplied by the aggregate principal balance, its Stated Principal Balance as of the related Cut-off Date. If so provided in the related Confirmation, of the certain Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Initial Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date at its Mortgage Loans at Interest Rate, net of the weighted average Mortgage Loan Remittance Rate Servicing Fee, from the related Cut-off Date through the day prior to the related Closing Date, both inclusive. The Purchaser shall own and be entitled to receive with respect to each Mortgage Loan purchased, (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal and any Prepayment Charges collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at net of the Mortgage Loan Remittance Rate Servicing Fee (minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date). The principal balance Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller to the Purchaser on the first related Distribution Date. All payments of principal and interest, less the applicable Servicing Fee and any LPMI Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan listed on the related Mortgage Loans (the "Purchase Price") Loan Schedule shall be the percentage of par as stated in the Commitment Letterrelated Confirmation (subject to adjustment as provided therein), multiplied by the aggregate principal balance, its Stated Principal Balance as of the related Cut-off Date. If so provided in the related Confirmation, portions of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Initial Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date at its Net Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the related Cut-off Date through the day prior to the related Closing Date, both inclusive. The Purchaser shall own and be entitled to receive with respect to each Mortgage Loan purchased, (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at net of the Mortgage Loan Remittance Rate Servicing Fee (minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date), and (4) all Prepayment Charges on the Mortgage Loans collected on or after the Cut-Off Date. The principal balance Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller to the Purchaser on the first related Distribution Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase Price. The purchase price for the Mortgage Loans (the "Purchase Price") Price shall be the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Letter (subject to the adjustments as provided therein), multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due received on or before the related Cut-off Date whether or not collectedDate. The initial principal amount of the Mortgage Loans shall be the aggregate scheduled principal balance of such Mortgage Loans, so computed as of the related Cut-off Date. On each Closing Date, the Purchaser shall deduct from the Purchase Price may be adjusted as stated proceeds certain costs and expenses set forth in Article XIII or in the respective Commitment related Purchase Price and Terms Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the SellerCompany, at closingon the related Closing Date, accrued interest on the aggregate initial principal amount of the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the related Cut-off Date through the day prior to the related Closing Date, inclusive. The Purchase Price shall be paid on the related Closing Date by wire transfer of immediately available federal funds. The Purchaser shall be entitled to (1i) all scheduled principal due received after the related Cut-off Date, (2ii) all other recoveries of principal late charges, assumption fees or other charges collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller)Date, and (3iii) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date)Interest Rate. The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due received on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts All payments of principal and interest (minus interest at the Servicing Fee Rate) shall be due on the property first day of the Purchaser. The Seller month after the related Cut-off Date shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller belong to the Purchaser.

Purchase Price. The purchase price Purchase Price for the each Mortgage Loans (the "Purchase Price") Loan shall be the percentage of par as stated in the Commitment LetterConfirmation (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan ScheduleSchedule attached to the related Term Sheet, after application of scheduled payments of principal due on or before the related Cut-off Date whether or not collected. The Purchase Price may initial principal amount of the Mortgage Loans shall be adjusted the aggregate principal balance of the Mortgage Loans, so computed as stated in of the respective Commitment Letterrelated Cut-off Date. In addition to the Purchase Price as described above, the Purchaser shall pay to the SellerCompany, at closing, accrued interest on the aggregate current principal amount of each Mortgage Loan as of the Mortgage Loans related Cut-off Date at the weighted average Mortgage Loan Remittance Rate of each Mortgage Loan from the related Cut-off Date through the day prior to the related Closing Date, inclusive. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the related Closing Date by wire transfer of immediately available funds. Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller Company or any successor servicer to the Company after the related Cut-off Date shall belong to the SellerCompany), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller Company shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller Company to the Purchaser.

Purchase Price. The purchase price for the Mortgage Loans (the "Purchase Price") shall be the percentage of par as stated in the Commitment Letter, multiplied by the aggregate principal balance, as of the Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount of the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the Cut-off Date through the day prior to the Closing Date, inclusive. The Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for the each Mortgage Loans (the "Purchase Price") Loan shall be the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Agreement (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the related Cut-off Date whether or not collectedDate, but only to the extent such payments were actually received. The initial principal amount of the related Mortgage Loans shall be the aggregate principal balance of the Mortgage Loans, so computed as of the related Cut-off Date. If so provided in the related Purchase Price may and Terms Agreement, portions of the Mortgage Loans shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate current principal amount of the related Mortgage Loans as of the related Cut-off Date at the weighted average Mortgage Loan Remittance Interest Rate from of those Mortgage Loans. The Purchase Price plus accrued interest as set forth in the Cut-off Date through the day prior preceding paragraph shall be paid to the Closing Date, inclusiveSeller by wire transfer of immediately available funds to an account designated by the Seller in writing. The Purchaser shall be entitled to (1l) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller)Date, and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not Date, to the extent actually collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for paid prior to such Cut-off Date, but to be applied on a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price for the Mortgage Loans (the "Purchase Price") Price shall be the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Agreement (subject to the adjustments as provided therein), multiplied by the aggregate principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due received on or before the related Cut-off Date. Notwithstanding the foregoing, if a Mortgage Loan prepays in full between the related Cut-off Date whether and the related Closing Date, inclusive, the Seller shall either remove such Mortgage Loan from the Mortgage Loan Schedule or reimburse the Purchaser for the premium over par which the Purchaser paid within five (5) days of the related Closing Date. In addition, Purchaser will not collectedpurchase any Mortgage Loan that has not made a payment as of the date set forth in the related Purchase Price and Terms Agreement. The initial principal amount of the Mortgage Loans shall be the aggregate principal balance of such Mortgage Loans, so computed as of the related Cut-off Date. On each Closing Date, the Purchaser shall deduct from the Purchase Price may be adjusted as stated proceeds certain costs and expenses set forth in Article XIII or in the respective Commitment Letterrelated Purchase Price and Terms Agreement. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closingon the related Closing Date, accrued interest on the aggregate initial principal amount of the Mortgage Loans at the weighted average Mortgage Loan Remittance Interest Rate from the Cut-off Date date interest was last received on the related Mortgage Loan through the day prior to the related Closing Date, inclusive. Xxx Xxxxxxxx Price shall be paid on the related Closing Date by wire transfer of immediately available federal funds. The Purchaser shall be entitled to (1i) all scheduled principal due received after the related Cut-off Date, (2ii) all other recoveries of principal late charges, assumption fees or other charges collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller)Date, and (3iii) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date)Interest Rate. The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due received on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts All payments of principal and interest (minus interest at the Servicing Fee Rate) shall be due on the property first day of the Purchaser. The Seller month after the related Cut-off Date shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller belong to the Purchaser.

Purchase Price. The purchase price Purchase Price for the each Mortgage Loans (the "Purchase Price") Loan shall be the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Agreement (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on the Mortgage Loan ScheduleLoans, after application of scheduled payments of principal due on or before the related Cut-off Date Date, whether or not collected. The initial principal amount of the Mortgage Loans shall be the aggregate principal balance of the Mortgage Loans, so computed as of the related Cut-off Date. If so provided in the related Purchase Price may and Terms Agreement, portions of the Mortgage Loans shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate current principal amount of the related Mortgage Loans as of the related Cut-off Date at the weighted average Mortgage Loan Remittance Interest Rate of those Mortgage Loans, net of the Servicing Fee Rate, from the Cut-off Date through the day prior to the Closing Date, inclusive. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid to the Seller by wire transfer of immediately available funds to an account designated by the Seller in writing. The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (providedDate, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date), and (4) all Prepayment Penalties (unless the related Purchase Price and Terms Agreement indicates otherwise) collected on or after the related Cut-off Date (minus the portion of any such payment which is allocable to the period prior the related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date Date, whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to the such Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for paid prior to such Cut-off Date, but to be applied on a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for the each Mortgage Loans (the "Purchase Price") Loan Package shall be the percentage of par as stated in or as otherwise calculated pursuant to the Commitment Letterrelated Purchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by plus accrued interest on the aggregate Stated Principal Balance of the Mortgage Loan Package at the weighted average Mortgage Loan Remittance Rate from the related Cut-off Date through the day prior to the related Closing Date, inclusive. The initial principal balanceamount of the Mortgage Loans shall be the aggregate Stated Principal Balance of the Mortgage Loans, so computed as of the related Cut-off Date, of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the related Cut-off Date Date, whether or not collected. The Purchase Price may be adjusted as stated collected (except with respect to Option ARM Mortgage Loans, in the respective Commitment Letter. In addition which case, to the Purchase Price as described above, the Purchaser extent received). Such payments shall pay be made to the Selleraccount designated by the Company by wire transfer to immediately available funds by 3:00 p.m., at closingCharlotte, accrued interest North Carolina time, on the aggregate principal amount of the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the Cut-off Date through the day prior to the related Closing Date, inclusive. The Purchaser shall be entitled to (1) all scheduled principal due (except with respect to Option ARM Mortgage Loans, in which case, to the extent received) after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that that, except with respect to Option ARM Mortgage Loans, all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller Company or any successor servicer after the related Cut-off Date shall belong to the Seller), Company) and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which that is allocable to the period prior to the related Cut-off Date). The principal balance Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Thereforecollected together with any unscheduled principal prepayments collected prior to the related Cut-off Date, provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller Company shall deposit any such prepaid amounts into the Custodial Account, which account is established Account for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for the each Mortgage Loans (the "Purchase Price") Loan shall be the percentage of par as stated in the Commitment LetterPurchase Price and Terms Agreement (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the Cut-off Date, of the Mortgage Loans listed on the Mortgage Loan ScheduleLoans, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collectedDate, to the extent such payments were actually received. The initial principal amount of the Mortgage Loans shall be the aggregate principal balance of the Mortgage Loans, so computed as of the Cut-off Date, as set forth on the Mortgage Loan Schedule. If so provided in the Purchase Price may and Terms Agreement, portions of the Mortgage Loans shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate current principal amount of the related Mortgage Loans as of the Cut-off Date at the weighted average Mortgage Loan Remittance Interest Rate of those Mortgage Loans from the Cutdate through which interest on the Mortgage Loan has been paid through (the "Paid-off Date through Date") the day prior to the Closing Date, inclusive. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid to the Seller by wire transfer of immediately available funds to an account designated by the Seller in writing. The Purchaser shall be entitled to (1l) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected on or after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller)Date, and (3) all payments of interest on the Mortgage Loans at after the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the CutPaid-off through Date). The outstanding principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not Date, to the extent actually collected. Therefore, together with any unscheduled principal prepayments collected prior to the Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for paid prior to the Cut-off Date, but to be applied on a Due Date due date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit cause any such prepaid amounts into to be remitted to the Custodial Account, which account is established for the benefit of the Purchaser Servicer for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan listed on the related Mortgage Loans (the "Purchase Price") Loan Schedule shall be the percentage of par as stated in the Commitment Letterrelated Confirmation (subject to adjustment as provided therein), multiplied by the aggregate principal balance, its Stated Principal Balance as of the related Cut-off Date. If so provided in the related Confirmation, certain of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Initial Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date at its Net Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the related Cut-off Date through the day prior to the related Closing Date, both inclusive. The Purchaser shall own and be entitled to receive with respect to each Mortgage Loan purchased, (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal and any Prepayment Charges, unless otherwise specified in the related Confirmation, collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Net Mortgage Loan Remittance Rate (minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date). The principal balance Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller Servicer to the Purchaser on the first related Distribution Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase Price. The purchase price Purchase Price for the each Mortgage Loans (the "Purchase Price") Loan in a Mortgage Loan Package shall be the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Agreement (subject to adjustment as provided therein), multiplied by the aggregate principal balanceActual Principal Balance, as of the related Cut-off Date, of the Mortgage Loans listed on the Mortgage Loan related Closing Schedule, after application of scheduled payments of principal due actually received on or before the related Cut-off Date. The initial principal amount of the Mortgage Loans shall be the aggregate Actual Principal Balance of the Mortgage Loans, so computed as of the related Cut-off Date whether or not collectedas set forth on the related Mortgage Loan Schedule. The If so provided in the related Purchase Price may and Terms Agreement, portions of the Mortgage Loans shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closingon the related Closing Date, accrued interest on the aggregate current principal amount of the Mortgage Loans at in the weighted average related Mortgage Loan Remittance Rate from Package as of the related Cut-off Date at the Mortgage Interest Rate of those Mortgage Loans from the date through which interest on the Mortgage Loan has been paid (the "Paid-through Date") through the day prior to the related Closing Date, inclusive. The Purchase Price for the related Mortgage Loan Package plus accrued interest as set forth in the preceding paragraph shall be paid to the Seller by wire transfer of immediately available funds to an account designated by the Seller in writing. With respect to the Mortgage Loans in a Mortgage Loan Package, the Purchaser shall be entitled to (1) all scheduled principal due received after the Cut-related Cut off Date, (2) all other recoveries of principal prepayment penalties, assumption fees or other charges collected after the related Cut-off Date (providedDate, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Interest Rate from the last Due Date until the Closing Date; and (4) all payments of interest on the Mortgage Loans at the Mortgage Interest Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The principal balance of each Mortgage Loan as net of the Cut-off Date is determined Servicing Fee) after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Closing Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for the each Mortgage Loans (the "Purchase Price") Loan shall be the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Agreement (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the related Cut-off Date Date, whether or not collectedreceived by the Seller. The initial principal amount of the related Mortgage Loans shall be the aggregate principal balance of the Mortgage Loans, so computed as of the related Cut-off Date. If so provided in the related Purchase Price may and Terms Agreement, portions of the Mortgage Loans shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closingon the related Closing Date, accrued interest on the aggregate current principal amount of the related Mortgage Loans as of the related Cut-off Date at the weighted average Mortgage Loan Remittance Interest Rate from of those Mortgage Loans. The Purchase Price plus accrued interest as set forth in the Cut-off Date through the day prior preceding paragraph shall be paid to the Closing DateSeller by wire transfer of immediately available funds to an account designated by the Seller in writing. Upon Seller’s receipt of the related Purchase Price, inclusive. The the Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller)Date, and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not Date, to the extent actually collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for paid prior to such Cut-off date, but to be applied on a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser...

Purchase Price. The purchase price Purchase Price for the each Mortgage Loans (the "Purchase Price") Loan shall be the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the related Cut-off Date whether or not collected. The initial principal amount of the related Mortgage Loans shall be the aggregate principal balance of the Mortgage Loans, so computed as of the related Cut-off Date. If so provided in the related Purchase Price may and Terms Letter, portions of the Mortgage Loans shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate initial principal amount of the related Mortgage Loans at the weighted average interest rate of those Mortgage Loan Remittance Loans, net of interest at the Servicing Fee Rate and LPMI Rate, if applicable, from the related Cut-off Date through to the day prior to the related Closing Date, inclusive. The Purchaser shall be entitled to (1l) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of interest at the Mortgage Loan Remittance Servicing Fee Rate and LPMI Rate, if applicable (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date due date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate and LPMI Rate, if applicable) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser. All payments of principal and interest, less interest at the Servicing Fee Rate and LPMI Rate, if applicable, due on the first day of the month after the related Cut-off Date shall belong to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Loan listed on the Mortgage Loans (the "Purchase Price") related Loan Schedule shall be the percentage of par as stated in the Commitment Letterrelated Confirmation (subject to adjustment as provided therein), multiplied by the aggregate principal balance, its Stated Principal Balance as of the related Cut-off Date. If so provided in the related Confirmation, portions of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, (i) the Initial Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount Stated Principal Balance of each Loan as of the Mortgage Loans related Cut-off Date at the weighted average Mortgage its Net Loan Remittance Rate from the related Cut-off Date through the day prior to the related Closing Date, inclusiveboth inclusive and (ii) the Seller shall pay to the Initial Purchaser the costs and fees expected to be associated with the recording of an Assignment of Mortgage or, with respect to a Cooperative Loan, an Assignment of Note and Pledge Agreement, with respect to each Loan (such amount may be set forth in the related Confirmation). The Purchaser shall own and be entitled to receive with respect to each Loan purchased, (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at net of the Mortgage Loan Remittance Rate (Servicing Fee minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date). The principal balance Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller to the Purchaser on the first related Distribution Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase Price. The purchase price Purchase Price for the each Mortgage Loans (the "Purchase Price") Loan shall be the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Agreement (subject to adjustment as provided therein), multiplied by the aggregate actual unpaid principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the related Cut-off Date whether or not collectedDate, but only to the extent such payments were actually received. The initial principal amount of the related Mortgage Loans shall be the aggregate actual unpaid principal balance of the Mortgage Loans, so computed as of the related Cut-off Date. If so provided in the related Purchase Price may and Terms Agreement, portions of the Mortgage Loans shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest from the last “interest paid to” date through the day immediately preceding the related Closing Date, inclusive, on the aggregate actual unpaid principal amount of the related Mortgage Loans as of the related Cut-off Date at the weighted average Mortgage Loan Remittance Interest Rate from of those Mortgage Loans, net of any applicable Servicing Fees. The Purchase Price plus accrued interest as set forth in the Cut-off Date through the day prior preceding paragraph shall be paid to the Closing Date, inclusiveSeller by wire transfer of immediately available funds to an account designated by the Seller in writing. The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller)Date, and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The actual unpaid principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not Date, to the extent actually collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for paid prior to such Cut-off Date, but to be applied on a Due Date beyond the related Cut-off Date shall not be applied to the actual unpaid principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for the each Mortgage Loans (the "Purchase Price") Loan shall be the percentage of par as stated in the Commitment LetterConfirmation (subject to adjustment as provided therein), multiplied by the aggregate principal balanceStated Principal Balance, as of the related Cut-off Date, of the Mortgage Loans Loan listed on the related Mortgage Loan ScheduleSchedule attached to the related Term Sheet, after application of scheduled payments of principal due on or before the related Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the SellerCompany, at closing, accrued interest on the aggregate principal amount Stated Principal Balance of each Mortgage Loan as of the Mortgage Loans related Cut-off Date at the weighted average Mortgage Loan Remittance Rate of each Mortgage Loan from the related Cut-off Date through the day prior to the related Closing Date, inclusive. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the related Closing Date by wire transfer of immediately available funds. Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller Company or the Servicer or any successor servicer after the related Cut-off Date shall belong to the SellerCompany), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller Servicer shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller Servicer to the Purchaser.

Purchase Price. The purchase price for the Mortgage Loans each Loan Package (the "Purchase Price") shall be the percentage of par as stated in the related Commitment Letter, multiplied by the aggregate principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on in the Mortgage related Loan SchedulePackage, after application of scheduled payments of principal for such related Loan Package due on or before the related Cut-off Date whether or not collected. The Purchase Price purchase price for a Loan Package may be adjusted as stated in the respective related Commitment Letter. In addition to the Purchase Price as described abovePrice, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate initial principal amount of the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. The With respect to each Loan Package, the Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date due date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Loan listed on the Mortgage Loans (the "Purchase Price") related Loan Schedule shall be the percentage of par as stated in the Commitment Letterrelated Confirmation (subject to adjustment as provided therein), multiplied by the aggregate principal balance, its Stated Principal Balance as of the related Cut-off Date. If so provided in the related Confirmation, portions of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, (i) the Initial Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount Stated Principal Balance of each Loan as of the Mortgage Loans related Cut-off Date at the weighted average Mortgage its Net Loan Remittance Rate from the related Cut-off Date through the day prior to the related Closing Date, inclusiveboth inclusive and (ii) the Seller shall pay to the Initial Purchaser the costs and fees expected to be associated with the recording of an Assignment of Mortgage with respect to each Loan (such amount may be set forth in the related Confirmation). The Purchaser shall own and be entitled to receive with respect to each Loan purchased, (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller or Servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at net of the Mortgage Loan Remittance Rate (Servicing Fee minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date). The principal balance Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller or Servicer shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller Servicer to the Purchaser on the first related Distribution Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase Price. The purchase price for the Mortgage Loans each Loan Package (the "Purchase Price") shall be the percentage of par as stated in the related Commitment Letter, multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on in the Mortgage related Loan SchedulePackage, after application of scheduled payments of principal for such related Loan Package due on or before the such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the respective related Commitment Letter. In addition to the Purchase Price as described abovePrice, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. The With respect to each Loan Package, the Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for the each Mortgage Loans (the "Purchase Price") Loan shall be the percentage of par as stated defined in the Commitment Letterinitial Purchase Price and Terms Letter or the subsequent related Trade Confirmation as the Purchase Price Percentage(subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on the in each Mortgage Loan SchedulePackage, after application of scheduled payments of principal due on or before the related Cut-off Date whether or not collected. The Purchase Price may initial principal amount of the Mortgage Loans shall be adjusted the aggregate principal balance of the Mortgage Loans, so computed as stated in of the respective Commitment Letterrelated Cut-off Date. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closingon the related Closing Date, accrued interest on the aggregate principal amount Stated Principal Balance of the Mortgage Loans as of the related Cut-off Date at the weighted average Mortgage Loan Remittance Rate of the Mortgage Loans from the Cut-Cut off Date through the day prior to the Closing Date, inclusive. The Purchase Price plus accrued interest as set forth in the preceding paragraphs shall be paid on the related Closing Date by wire transfer of immediately available funds. The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser. If a Mortgage Loan prepays in full between the Cut-off Date and the Closing Date, inclusive, the Seller shall either remove such Mortgage Loan from the Mortgage Loan Schedule or if the Mortgage Loan Schedule has been finalized, reimburse the Purchaser for the premium over par which the Purchaser paid within 5 business days of request by the Purchaser; provided, however, such request shall not be later than 60 days after the Closing Date. If, subsequent to the related Closing Date, the amount on which the Purchase Price with respect to a Mortgage Loan was based is found to be in error, or if, for any other reason, the Purchase Price or such other amounts are found to be in error, within ten (10) Business Days of the receipt of information sufficient to provide notice that payment is due the party benefiting from the error shall pay an amount sufficient to correct and reconcile the Purchase Price plus interest thereon at an agreed upon market rate or such other amounts and shall provide a reconciliation statement and such other documentation sufficient reasonably to satisfy the other party concerning the accuracy of such reconciliation.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan listed on the related Mortgage Loans (the "Purchase Price") Loan Schedule shall be the percentage of par as stated in the related Commitment LetterLetter (subject to adjustment as provided therein), multiplied by the aggregate principal balance, its Stated Principal Balance as of the related Cut-off Date. If so provided in the related Commitment Letter, portions of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date at its Mortgage Loans at the weighted average Mortgage Loan Remittance Interest Rate from the related Cut-off Date through the day prior to the related Closing Date, both inclusive, less the Servicing Fee, pro rated on the basis of a 30-day month. The Purchaser shall own and be entitled to receive with respect to each Mortgage Loan purchased, (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at net of the Mortgage Loan Remittance Rate Servicing Fee (minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date). The principal balance Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller to the Purchaser on the first related Distribution Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan listed on the related Mortgage Loans (the "Purchase Price") Loan Schedule shall be the percentage of par as stated in the related Commitment LetterLetter (subject to adjustment as provided therein), multiplied by the aggregate principal balance, its Stated Principal Balance as of the related Cut-off Date. If so provided in the related Commitment Letter, portions of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may shall be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount of the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the Cut-off Date through the day prior to the Closing Date, inclusivepriced separately. The Purchaser shall own and be entitled to receive with respect to each Mortgage Loan purchased, (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date). The principal balance Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller to the Purchaser on the first related Distribution Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase Price. The purchase price Purchase Price for the Mortgage Loans (the "Purchase Price") shall be equal to (a) the percentage as stated in the Commitment Letter, Purchase Price Percentage multiplied by the Cut-off Date Balance, plus (b) accrued and unpaid interest on such principal balance at the weighted average Mortgage Interest Rate (net of the Servicing Fee) of those Mortgage Loans from the related Cut-off Date through the day prior to the related Closing Date, inclusive. For purposes hereof, "Cut-off Date Balance" means the aggregate principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the related Cut-off Date whether or Date, to the extent such payments were actually received, together with any unscheduled principal payments collected prior to the Cut-off Date; provided, however, that payments of scheduled principal and interest paid prior to the Cut-off Date, but to be applied on a due date beyond the related Cut-off Date, shall not collectedbe applied to the principal balance as of the related Cut-off Date. If so provided in the related Purchase Price and Terms Agreement, portions of the Mortgage Loans shall be priced separately. The Purchase Price may as so determined shall be adjusted as stated in the respective Commitment Letter. In addition paid to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest Seller on the aggregate principal amount related Closing Date by wire transfer of immediately available funds to an account designated by the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the Cut-off Date through the day prior to the Closing Date, inclusiveSeller in writing. The Purchaser shall be entitled to (1l) all scheduled principal due paid after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller)Date, and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not Date, to the extent actually collected. Therefore, together with any unscheduled principal prepayments collected prior to the Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for paid prior to the Cut-off Date, but to be applied on a Due Date due date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan shall be calculated in accordance with the related Purchase Price and Terms Agreement (subject to adjustment as provided therein). The initial principal amount of the related Mortgage Loans (the "Purchase Price") shall be the percentage as stated in aggregate actual unpaid principal balance of the Commitment LetterMortgage Loans, multiplied by the aggregate principal balance, so computed as of the related Cut-off Date. If so provided in the related Purchase Price and Terms Agreement, portions of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may shall be adjusted as stated in the respective Commitment Letterpriced and paid for separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate current principal amount of the related Mortgage Loans as of the related Cut-off Date at the weighted average Mortgage Loan Remittance Interest Rate from of those Mortgage Loans. The Purchase Price plus accrued interest as set forth in the Cut-off Date through the day prior preceding paragraph shall be paid to the Closing Date, inclusiveSeller by wire transfer of immediately available funds to an account designated by the Seller in writing. The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller)Date, and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not Date, to the extent actually collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for paid prior to such Cut-off date, but to be applied on a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for the Mortgage Loans (the "Purchase Price") in each Mortgage Loan Package shall be the percentage of par as stated in the Commitment Letter, related Purchase Price and Terms Letter ( the "Purchase Price Percentage") multiplied by the aggregate principal balanceStated Principal Balance of the Mortgage Loans, as of the related Cut-off Date, . Purchaser will pay to Seller accrued interest on the Stated Principal Balance of each Mortgage Loan as of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the related Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount of the Mortgage Loans at the weighted average its Mortgage Loan Remittance Rate from the related Cut-off Date through up to and including the day prior to preceding the related Closing Date, inclusiveprorated on the basis of a 360 day year consisting of twelve (12) months of thirty (30) days each. The Purchaser shall own and be entitled to receive with respect to each Mortgage Loan purchased, (1a) all scheduled principal due after the Cut-off Date, (2b) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller), and (3c) all payments of interest on the Mortgage Loans at net of the Mortgage Loan Remittance Rate Servicing Fee (minus that portion of any such interest payment which that is allocable to the period prior to the Cut-off Date). The principal balance Stated Principal Balance of each Mortgage Loan as of the Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller to Purchaser on the first Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the Cut-off Date shall belong to Purchaser.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan listed on the related Mortgage Loans (the "Purchase Price") Loan Schedule shall be the percentage Purchase Price Percentage as stated in the related Commitment LetterLetter (subject to adjustment as provided therein), multiplied by the aggregate principal balance, its Stated Principal Balance as of the related Cut-off Date. If so provided in the related Commitment Letter, portions of the Mortgage Loans listed on the each Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may Package shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount Stated Principal Balance of each Mortgage Loan as of the Mortgage Loans related Cut-off Date at the weighted average related Mortgage Loan Remittance Rate from the related Cut-off Date through the day prior to the related Closing Date, both inclusive, pro-rated on the basis of a 30-day month. The Purchaser shall own and be entitled to receive with respect to each Mortgage Loan purchased, (1a) all scheduled principal due after the Cut-off Date, (2b) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller), and (3c) all payments of interest on the Mortgage Loans at net of the Mortgage Loan Remittance Rate Servicing Fee (minus that portion of any such interest payment which that is allocable to the period prior to the Cut-off Date). The principal balance Stated Principal Balance of each Mortgage Loan as of the Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller to Purchaser on the first Remittance Date following the related Closing Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the Cut-off Date shall belong to Purchaser.

Purchase Price. The purchase price Purchase Price for the Mortgage Loans (the "Purchase Price") in a Mortgage Loan Package shall be equal to the sum of (a) the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as Scheduled Principal Balance of the Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, Schedule plus (b) accrued interest on the aggregate principal amount Scheduled Principal Balance of the Mortgage Loans at the weighted average Mortgage Loan Remittance Interest Rate of such Mortgage Loans from the Cut-off Date through to but not including such Closing Date (the day prior to “Purchase Price”). If so provided in the Purchase Price and Terms Letter, portions of the Mortgage Loans shall be priced separately. The Purchase Price as set forth in the preceding paragraph for the Mortgage Loans in a Mortgage Loan Package shall be paid on the Closing DateDate by wire transfer of immediately available funds. With respect to each Mortgage Loan, inclusive. The the Purchaser shall be entitled to (1) the principal portion of all scheduled principal Monthly Payments due after the Cut-off Date, (2) all other recoveries of principal collected on or after the Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before the Cut-off Date and collected by the Seller Servicer or any successor servicer after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The principal balance Scheduled Principal Balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid together with any unscheduled Principal Prepayments collected prior to the Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) Monthly Payments shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts Monthly Payments into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price for the Mortgage Loans (the "“Purchase Price"”) shall be the percentage of par as stated in the Commitment Letter, multiplied by the aggregate principal balance, as of the Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate initial principal amount of the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the Cut-off Date through the day prior to the Closing Date, inclusive. The Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date due date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price for the Mortgage Loans (the "“Purchase Price"”) shall be the percentage of par as stated in the Commitment Letter, multiplied by the aggregate scheduled principal balance, as of the Cut-off Date, of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount of the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the Cut-off Date through the day prior to the Closing Date, inclusive. The Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The On the first Business Day following the Agreement Date, Purchaser shall pay Seller an amount (the “Deposit”) equal to the product of (i) $6,943,463 and (ii) Current Excess Servicing Spread Percentage, without any of the adjustments provided in the Purchase and Sale Agreement for such calculation, as an xxxxxxx money deposit. MSR XII LLC shall act as Purchaser for the Sale Date and for any Subsequent Sale Dates occurring within 90 days following the Sale Date with respect to purchases of current excess servicing spread relating to any Non-Agency Mortgage Loan pursuant to the Purchase and Sale Agreement. For avoidance of doubt, the purchaser for any Subsequent Sale Date occurring after 90 days following the Sale Date will be MSR XIII LLC and not MSR XII LLC, and any related current excess servicing spread shall be sold pursuant to the Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans for MSR XIII LLC and not this Agreement, and MSR XII LLC shall not acquire any interest in such current excess servicing spread. In full consideration for the purchase price of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for Non-Agency Mortgage Loans, and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller an amount (the “Base Purchase Price”) equal to the product of (x) the aggregate outstanding principal balance of the Mortgage Loans (the "Purchase Price") shall be the percentage as stated in the Commitment Letter, multiplied by the aggregate principal balance, as of the Cut-off Off Date, of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to (y) the Purchase Price as described above, Percentage and (z) the Current Excess Servicing Spread Percentage. The Base Purchase Price shall be allocated by the Parties on the Sale Date to reflect the consideration for the purchase of the Current Excess Servicing Spread hereunder (the “Purchase Price”) and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for Non-Agency Mortgage Loans. The Base Purchase Price shall be payable by the Purchaser shall pay to the Seller, at closing, accrued interest Seller as follows: (a) the Deposit shall be payable on the aggregate principal amount of first Business Day following the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the Cut-off Date through the day prior to the Closing Date, inclusive. The Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Agreement Date, (2b) all other recoveries 50% of principal collected after the Cut-off Date (provided, however, that all scheduled payments estimated Base Purchase Price net of principal due on or before the Cut-off Date and collected by portion of the Seller after the Cut-off Date shall belong Deposit with respect to the Seller)applicable Servicing Agreements shall be payable on the Sale Date or the Subsequent Sale Date, as applicable and (c) the portion of the Base Purchase Price with respect to the Mortgage Servicing Rights transferred on such Servicing Transfer Date that has not been paid to Seller by Purchaser as of such date, including with respect to Mortgage Loans that have prepaid between either (x) the Sale Date or Subsequent Sale Date, as applicable, and the initial applicable Servicing Transfer Date or (3y) all payments of two Servicing Transfer Dates pertaining to the same Mortgage Servicing Rights, plus interest thereon at the Federal Funds Rate for the period from the Sale Date or Subsequent Sale Date, as applicable, to such Servicing Transfer Date or between such Servicing Transfer Dates, shall be payable on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Servicing Transfer Date). The principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit deliver the Schedule of Mortgage Loans no later ten (10) Business Days after the Sale Date and any such prepaid amounts into Subsequent Sale Date, as applicable. In the Custodial Account, which account event there is established for the benefit an adjustment and reconciliation of the Purchaser for subsequent remittance by the Seller Seller’s purchase price pursuant to the Purchaserterms of Section 3.01(d) of the Purchase and Sale Agreement, the Base Purchase Price shall be subject to a corresponding adjustment and any adjustment amounts (including interest) shall be paid by Purchaser or the Seller, as applicable, to the other party within ten (10) Business Days from receipt of satisfactory written verification of amounts due. In the event the sale of the Current Excess Servicing Spreads related to any Servicing Agreement is delayed to a Subsequent Sale Date with respect to which MSR XII LLC is the Purchaser in accordance with the terms of the Purchase and Sale Agreement and this Agreement, the Base Purchase Price and Purchase Price to be paid hereunder related to the Current Excess Servicing Spreads to be sold on such Subsequent Sale Date shall be paid on such Subsequent Sale Date, in accordance with the preceding provisions of this Section 3.01 as if such Subsequent Sale Date were the Sale Date thereunder, net of the portion of the xxxxxxx money deposit set forth in the first paragraph of Section 3.01 with respect to the applicable Servicing Agreements.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan listed on the related Mortgage Loans (the "Purchase Price") Loan Schedule shall be the percentage of par as stated in the related Commitment LetterLetter (subject to adjustment as provided therein), multiplied by the aggregate principal balance, its Stated Principal Balance as of the related Cut-off Date. If so provided in the related Commitment Letter, portions of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may shall be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount of the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the Cut-off Date through the day prior to the Closing Date, inclusivepriced separately. The Purchaser shall own and be entitled to receive with respect to each Mortgage Loan purchased, (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at net of the Mortgage Loan Remittance Rate Servicing Fee (minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date). The principal balance Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller to the Purchaser on the first related Distribution Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase Price. The purchase price for the Mortgage Loans (the "Purchase Price") Price shall be the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Agreement (subject to the adjustments as provided therein), multiplied by the aggregate principal balanceStated Principal Balance of the Mortgage Loans included in the related Mortgage Loan Package. Notwithstanding the foregoing, if a Mortgage Loan prepays in full between the related Cut-off Date and the related Closing Date, inclusive, the Seller shall either remove such Mortgage Loan from the Mortgage Loan Schedule or reimburse the Purchaser for the premium over par (if any) which the Purchaser paid within five (5) days of the related Closing Date. In addition, Purchaser will not purchase any Mortgage Loan that has not made a payment as of the date set forth in the related Purchase Price and Terms Agreement. The initial principal amount of the Mortgage Loans shall be the aggregate principal balance of such Mortgage Loans, so computed as of the related Cut-off Date. On each Closing Date, of the Mortgage Loans listed on Purchaser shall deduct from the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated proceeds certain costs and expenses set forth in Article XIII or in the respective Commitment Letterrelated Purchase Price and Terms Agreement, if applicable. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closingon the related Closing Date, accrued interest on the aggregate principal amount Stated Principal Balance of the Mortgage Loans as of the related Cut-off Date at the weighted average Mortgage Loan Remittance Interest Rate from the Cut-off Date date interest was last received on the related Mortgage Loan through the day prior to the related Closing Date, inclusive. The Purchase Price shall be paid on the related Closing Date by wire transfer of immediately available federal funds. The Purchaser shall be entitled to (1i) all scheduled principal due received after the related Cut-off Date, (2ii) all other recoveries of principal late charges, assumption fees or other charges collected after the related Cut-off Date (providedDate, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller)extent any such charges are not Ancillary Income, and (3iii) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date)Interest Rate. The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due received on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts All payments of principal and interest (minus interest at the Servicing Fee Rate) shall be due on the property first day of the Purchaser. The Seller month after the related Cut-off Date shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller belong to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan listed on the related Mortgage Loans (the "Purchase Price") Loan Schedule shall be the percentage of par as stated in the Commitment Letterrelated Confirmation (subject to adjustment as provided therein), multiplied by the aggregate principal balance, its Stated Principal Balance as of the related Cut-off Date. If so provided in the related Confirmation, portions of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Initial Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date at its Net Mortgage Loans at Interest Rate less the weighted average Mortgage Loan Remittance Servicing Fee Rate from the related Cut-off Date through the day prior to the related Closing Date, both inclusive. The Purchaser shall own and be entitled to receive with respect to each Mortgage Loan purchased, (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at net of the Mortgage Loan Remittance Rate Servicing Fee (minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date). The principal balance Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller to the Purchaser on the first related Distribution Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan in the related Mortgage Loans (the "Purchase Price") Loan Package shall be the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Agreement (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on the Mortgage Loan related Closing Schedule, after application of scheduled payments of principal due actually received on or before the related Cut-off Date. The initial principal amount of the Mortgage Loans shall be the aggregate principal balance of the Mortgage Loans, so computed as of the related Cut-off Date whether or not collectedas set forth on the related Mortgage Loan Schedule. The If so provided in the related Purchase Price may and Terms Agreement, portions of the Mortgage Loans shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate current principal amount of the Mortgage Loans in the related Mortgage Loan Package as of the related Cut-off Date at the weighted average Net Mortgage Interest Rate of those Mortgage Loans from the date through which interest on the Mortgage Loan Remittance Rate from has been paid (the Cut"Paid-off Date through Date") through the day prior to the related Closing Date, inclusive, which shall in no case exceed 59 days interest. The Purchase Price for the related Mortgage Loan Package plus accrued interest as set forth in the preceding paragraph shall be paid to the Seller by wire transfer of immediately available funds to an account designated by the Seller in writing. With respect to the Mortgage Loans in a Mortgage Loan Package, the Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller)Date, and (32) all payments of interest on the Mortgage Loans at after the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaseractually received.

Purchase Price. The purchase price for the Mortgage Loans (the "Purchase Price") shall be the percentage of par as stated in the Commitment Letter, multiplied by the aggregate principal balance, as of the Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate initial principal amount of the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the Cut-off Date through the day prior to the Closing Date, inclusive. The Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date due date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The On the first Business Day following the Agreement Date, Purchaser shall pay Seller an amount (the “Deposit”) equal to the product of (i) $24,241,315 and (ii) Current Excess Servicing Spread Percentage, without any of the adjustments provided in the Purchase and Sale Agreement for such calculation, as an xxxxxxx money deposit. In full consideration for the purchase price of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for GNMA Mortgage Loans, and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller an amount (the “Base Purchase Price”) equal to the product of (x) the aggregate outstanding principal balance of the Mortgage Loans (the "Purchase Price") shall be the percentage as stated in the Commitment Letter, multiplied by the aggregate principal balance, as of the Cut-off Off Date, of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to (y) the Purchase Price as described above, Percentage and (z) the Current Excess Servicing Spread Percentage. The Base Purchase Price shall be allocated by the Parties on the Sale Date to reflect the consideration for the purchase of the Current Excess Servicing Spread hereunder (the “Purchase Price”) and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for GNMA Mortgage Loans. The Base Purchase Price shall be payable by the Purchaser shall pay to the Seller, at closing, accrued interest Seller as follows: (a) the Deposit shall be payable on the aggregate principal amount of first Business Day following the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the Cut-off Date through the day prior to the Closing Date, inclusive. The Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Agreement Date, (2b) all other recoveries 50% of principal collected after the Cut-off Date (provided, however, that all scheduled payments estimated Base Purchase Price net of principal due the Deposit shall be payable on or before the Cut-off Sale Date and collected (c) the portion of the Base Purchase Price that has not been paid to Seller by Purchaser as of such date, including with respect to Mortgage Loans that have prepaid between the Seller after Sale Date and the Cut-off Servicing Transfer Date, plus interest thereon at the Federal Funds Rate for the period from the Sale Date to the Servicing Transfer Date shall belong to the Seller), and (3) all payments of interest be payable on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Servicing Transfer Date). The principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into deliver the Custodial Account, which account Schedule of Mortgage Loans no later ten (10) Business Days after the Sale Date. In the event there is established for the benefit an adjustment and reconciliation of the Purchaser for subsequent remittance Seller’s purchase price pursuant to the terms of Section 3.01(d) of the Purchase and Sale Agreement, the Base Purchase Price shall be subject to a corresponding adjustment and any adjustment amounts (including interest) shall be paid by the Seller Purchaser or the Seller, as applicable, to the Purchaserother party within ten (10) Business Days from receipt of satisfactory written verification of amounts due.

Purchase Price. The purchase price for the Mortgage Loans (the "Purchase Price") shall be the percentage of par as stated in the respective Commitment Letter, multiplied by the aggregate principal balance, as of the Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate initial principal amount of the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the Cut-off Date through the day prior to the Closing Date, inclusive. The Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for the Mortgage Loans (the "Purchase Price") in a Mortgage Loan Package shall be equal to the sum of (a) the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as Scheduled Principal Balance of the Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, Schedule plus (b) accrued interest on the aggregate principal amount Scheduled Principal Balance of the Mortgage Loans at the weighted average Mortgage Loan Remittance Interest Rate of such Mortgage Loans from the Cut-off Date through to but not including such Closing Date (the day prior to “Purchase Price”). If so provided in the Purchase Price and Terms Letter, portions of the Mortgage Loans shall be priced separately. The Purchase Price as set forth in the preceding paragraph for the Mortgage Loans in a Mortgage Loan Package shall be paid on the Closing DateDate by wire transfer of immediately available funds. With respect to each Mortgage Loan, inclusive. The the Purchaser shall be entitled to (1) the principal portion of all scheduled principal Monthly Payments due after the Cut-off Date, (2) all other recoveries of principal collected on or after the Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before the Cut-off Date and collected by the Seller Servicer or any successor servicer after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the related Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The principal balance Scheduled Principal Balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid together with any unscheduled Principal Prepayments collected prior to the Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) Monthly Payments shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts Monthly Payments into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for the Mortgage Loans (the "Purchase Price") in a Mortgage Loan Package shall be equal to the sum of (a) the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Letter or UBS Website (subject to adjustment as provided therein), multiplied by the aggregate principal balance, Stated Principal Balance as of the related Cut-off Date, Off Date of the Mortgage Loans listed on the related Mortgage Loan ScheduleSchedule or the UBS Website, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition plus (b) an amount equal to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount Stated Principal Balance of the Mortgage Loans at the weighted average Mortgage Loan Remittance Interest Rate of such Mortgage Loans from the related Cut-off Date through to but not including the day prior related Closing Date (assuming 30/360) (the “Purchase Price”). If so provided in the related Purchase Price and Terms Letter or UBS Website, portions of the Mortgage Loans shall be priced separately. In addition, on the related Closing Date the Company shall pay to the Closing Date, inclusivePurchaser the costs and fees expected to be associated with the recording of an Assignment of Mortgage with respect to each Mortgage Loan (such amount may be set forth in the related Purchase Price and Terms Letter or UBS Website). The Purchase Price as set forth in the preceding paragraph for the Mortgage Loans in a Mortgage Loan Package shall be paid on the related Closing Date by wire transfer of immediately available funds. With respect to each Mortgage Loan, the Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller)Date, and (32) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The principal balance of each Mortgage Loan as of Such Monthly Payments due on Due Date following the related Cut-off Off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller Company shall deposit any such prepaid amounts Monthly Payments into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for the each Mortgage Loans (the "Purchase Price") Loan shall be the percentage of par as stated in the Commitment LetterPurchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the Cut-off Date, of the Mortgage Loans listed on the attached Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may initial principal amount of the Mortgage Loans shall be adjusted the aggregate principal balance of the Mortgage Loans, so computed as stated in of the respective Commitment LetterCut-off Date. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount Stated Principal Balance of the Mortgage Loans as of the Cut-off Date at the weighted average Mortgage Loan Remittance Rate of the Mortgage Loans from the Cut-Cut off Date through the day prior to the Closing Date, inclusive. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the Closing Date by wire transfer of immediately available funds. The Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected on or after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller or any successor servicer after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, together with any unscheduled Principal Prepayments collected prior to the Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser. If a Mortgage Loan prepays in full between the Cut-off Date and the Closing Date, inclusive, the Seller shall either remove such Mortgage Loan from the Mortgage Loan Schedule or if the Mortgage Loan Schedule has been finalized, reimburse the Purchaser for the premium over par which the Purchaser paid within 5 business days of request by the Purchaser; provided, however, such request shall not be later than 60 days after the Closing Date. If, subsequent to the Closing Date, the amount on which the Purchase Price with respect to a Mortgage Loan was based is found to be in error, or if, for any other reason, the Purchase Price or such other amounts are found to be in error, within ten (10) Business Days of the receipt of information sufficient to provide notice that payment is due the party benefiting from the error shall pay an amount sufficient to correct and reconcile the Purchase Price plus interest thereon at an agreed upon market rate or such other amounts and shall provide a reconciliation statement and such other documentation sufficient reasonably to satisfy the other party concerning the accuracy of such reconciliation.

Purchase Price. The purchase price for the Mortgage Loans (the "Purchase Price") shall be the percentage as stated set forth in the Commitment Letter, multiplied by the aggregate principal balance, as of the Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above., the Purchaser shall pay to the Seller, at closing, plus accrued interest on the aggregate principal amount of the each Mortgage, at its respective Mortgage Loans at the weighted average Mortgage Loan Remittance Interest Rate from the Cut-off Date through to and including, the day prior to the Closing Date, inclusive. The Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for the Mortgage Loans (the "Purchase Price") in a Mortgage Loan Package shall be equal to the sum of (a) the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate principal balance, Scheduled Principal Balance of Mortgage Loans as of the Cut-off Date, of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the related Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in listed on the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, related Mortgage Loan Schedule plus (b) accrued interest on the aggregate principal amount Scheduled Principal Balance as of the related Cut-off Date of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate of such Mortgage Loans from the related Cut-off Date through to but not including such Closing Date (the day prior to "Purchase Price"). If so provided in the Closing Daterelated Purchase Price and Terms Letter, inclusiveportions of each Mortgage Loan Package shall be priced separately. The Purchase Price as set forth in the preceding paragraph for the Mortgage Loans in a Mortgage Loan Package shall be paid on the related Closing Date by wire transfer of immediately available funds. With respect to each Mortgage Loan, the Purchaser shall be entitled to (1) the principal portion of all scheduled principal Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the related Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The principal balance Scheduled Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) Monthly Payments shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts Monthly Payments into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan listed on the related Mortgage Loans (the "Purchase Price") Loan Schedule shall be the percentage of par as stated in the related Commitment LetterLetter (subject to adjustment as provided therein), multiplied by the aggregate principal balance, its Stated Principal Balance as of the related Cut-off Date. If so provided in the related Commitment Letter, portions of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Initial Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date at its Mortgage Loans at Interest Rate, net of the weighted average Mortgage Loan Remittance Rate Servicing Fee, from the related Cut-off Date through the day prior to the related Closing Date, both inclusive. The Purchaser shall own and be entitled to receive with respect to each Mortgage Loan purchased, (1) all scheduled principal due after the Cut-related Cut off Date, (2) all other recoveries of principal collected after the Cut-related Cut off Date (provided, however, that all scheduled payments of principal due on or before the Cut-related Cut off Date and collected by the Seller after the Cut-related Cut off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at net of the Mortgage Loan Remittance Rate Servicing Fee during the Preliminary Servicing Period (minus that portion of any such interest payment which that is allocable to the period prior to the Cut-related Cut off Date). The principal balance Stated Principal Balance of each Mortgage Loan as of the Cut-related Cut off Date is determined after application to the reduction of principal of payments of principal due on or before the Cut-related Cut off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-related Cut off Date shall not be applied to the principal balance as of the Cut-related Cut off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller to the Purchaser on the first related Distribution Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut off Date shall belong to the Purchaser.

Purchase Price. The purchase price Purchase Price for the Mortgage Loans shall be equal to [ ]% (the "Purchase PricePrice Percentage") shall be the percentage as stated in the Commitment Letter, multiplied by the aggregate outstanding principal balancebalance of the Mortgage Loans actually purchased, as of the Cut-off Date, after application of payments of principal and interest due on the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled whether or not such payments of principal due were received on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in Date, plus the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount of the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate (as defined herein) from the Cut-off Date last paid installment date through the day prior to the Closing Date, inclusive. The Purchaser weighted average of all mortgage interest rates (the "WAC") on the Mortgage Loans is [ ]%. On the Closing Date, should the WAC for the Mortgage Loans actually purchased vary from [ ]% the Purchase Price Percentage shall be entitled to adjusted based upon a Buyup ratio of [ ]:1 and a Buydown ratio of [ ]:1 (1) all scheduled the "Adjusted Purchase Price Percentage"). The Adjusted Purchase Price for the Mortgage Loans shall be equal the Adjusted Purchase Price Percentage multiplied by the aggregate outstanding principal due after balance of the Mortgage Loans actually purchased, as of the Cut-off Date, (2) all other recoveries after application of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal and interest due on the Mortgage Loans whether or not such payments were received on or before the Cut-off Date and collected by Date, plus the Seller after the Cut-off Date shall belong to the Seller), and (3) all payments of accrued interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to as defined herein) from the period last paid installment date through the day prior to the Cut-off Closing Date), inclusive. The principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on Purchase Price or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date Adjusted Purchase Price shall not be applied paid to the principal balance as of Seller in immediately available funds by wire transfer on the Cut-off Closing Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan listed on the related Mortgage Loans (the "Purchase Price") Loan Schedule shall be the percentage amount determined pursuant to the terms of the Commitment Letter (subject to adjustment as stated provided therein). If so provided in the Commitment Letter, multiplied by the aggregate principal balance, as of the Cut-off Date, portions of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collectedshall be priced separately. The Purchase Price may less the Holdback Amount shall be adjusted as stated in remitted by the respective Commitment LetterInitial Purchaser to the Company on the Closing Date by wire transfer of immediately available funds to the bank account designated by the Company. The Holdback Amount, less the amount required to reimburse the Initial Purchaser for First Payment Default Loans, shall be remitted by the Initial Purchaser to the Company by wire transfer of immediately available funds to the bank account designated by the Company on the day on which the Company has no further obligations with respect to any First Payment Default Loans. In addition to the Purchase Price as described above, the Initial Purchaser shall pay to the SellerCompany, at closingon the Closing Date, accrued interest on the aggregate principal amount Actual Principal Balance of each Mortgage Loan as of the Cut-off Date at its Mortgage Loans at the weighted average Mortgage Loan Remittance Interest Rate from the Cut-off Date through the day prior to but not including the Closing Date, inclusive. The Purchaser shall own and be entitled to receive with respect to each Mortgage Loan purchased, (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller Interim Servicer after the Cut-off Date shall belong to the SellerCompany), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Interest Rate (minus that portion of any such interest payment which is allocable to the period that was due on or prior to the Cut-off Date)) and (4) all Prepayment Charges on the Mortgage Loans collected on or after the Closing Date. The principal balance Actual Principal Balance of each Mortgage Loan as of the Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller Company shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller Company to the Purchaser on the first Distribution Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the Cut-off Date shall belong to the Purchaser.

Purchase Price. The In full consideration for the purchase price of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for Non-Agency Mortgage Loans, and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller on the Closing Date an amount (the “Base Purchase Price”) equal to the product of (x) the aggregate outstanding principal balance of the Mortgage Loans (the "Purchase Price") shall be the percentage as stated in the Commitment Letter, multiplied by the aggregate principal balance, as of the Cut-off Off Date, of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to (y) the Purchase Price as described above, Percentage and (z) the Purchaser Current Excess Servicing Spread Percentage. The Base Purchase Price shall pay to be allocated by the Seller, at closing, accrued interest Parties on the aggregate principal amount Closing Date to reflect the consideration for the purchase of the Current Excess Servicing Spread hereunder (the “Purchase Price”) and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for Non-Agency Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the Cut-off Date through the day prior to Loans. On the Closing Date, inclusive. The Purchaser and Other Purchasers shall be entitled also pay a supplemental purchase price (the “Supplemental Purchase Price”) equal to the product of (1i) all scheduled principal due after $85 million and (ii) a fraction, the Cut-off Datenumerator of which is the sum of the “Base Purchase Prices” payable by Purchaser and Other Purchasers, as applicable, under (2and as defined in) all each Sale Agreement (other recoveries of principal collected after than the Cut-off Date (provided, however, that all scheduled payments of principal due Base Purchase Price payable pursuant to the Sale Agreement relating to GNMA Mortgage Loans) on or before the Cut-off Closing Date and collected the denominator of which is the purchase price payable by Seller to ResCap to acquire the Seller after Mortgage Servicing Rights on the Cut-off Closing Date shall belong pursuant to the Seller), and Asset Purchase Agreement (3) all payments of interest on other than the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable the purchase price payable pursuant to the period prior Asset Purchase Agreement relating to GNMA Mortgage Loans). Purchaser and Other Purchasers shall allocate the Supplemental Purchase Price under each or any of the Sale Agreements and Future Spread Agreements (other than pursuant to the Cut-off Date). The principal balance of each Sale Agreement or Future Spread Agreement relating to GNMA Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee RateLoans) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaserin their reasonable discretion.

Purchase Price. The MSR XIII LLC shall act as Purchaser for any Subsequent Sale Date occurring after 90 days following the Sale Date with respect to purchases of current excess servicing spread relating to any Non-Agency Mortgage Loan pursuant to the Purchase and Sale Agreement until the Termination Date. For avoidance of doubt, the purchaser for the Sale Date and any Subsequent Sale Date occurring within 90 days following the Sale Date will be MSR XII LLC and not MSR XIII LLC, and any related current excess servicing spread shall be sold pursuant to the Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans for MSR XII LLC and not this Agreement, and MSR XIII LLC shall not acquire any interest in such current excess servicing spread. In full consideration for the purchase price of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for Non-Agency Mortgage Loans, and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller an amount (the “Base Purchase Price”) equal to the product of (x) the aggregate outstanding principal balance of the Mortgage Loans (the "Purchase Price") shall be the percentage as stated in the Commitment Letter, multiplied by the aggregate principal balance, as of the Cut-off Off Date, of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to (y) the Purchase Price as described above, Percentage and (z) the Current Excess Servicing Spread Percentage. The Base Purchase Price shall be allocated by the Parties on the related Subsequent Sale Date to reflect the consideration for the purchase of the Current Excess Servicing Spread hereunder (the “Purchase Price”) and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for Non-Agency Mortgage Loans. The Base Purchase Price shall be payable by the Purchaser to the Seller as follows: (a) 50% of the estimated Base Purchase Price net of the portion of the Deposit with respect to the applicable Servicing Agreements shall be payable on the related Subsequent Sale Date and (b) the portion of the Base Purchase Price with respect to the Mortgage Servicing Rights transferred on such Servicing Transfer Date that has not been paid to Seller by Purchaser as of such date, including with respect to Mortgage Loans that have prepaid between either (x) the Subsequent Sale Date and the initial applicable Servicing Transfer Date or (y) two Servicing Transfer Dates pertaining to the same Mortgage Servicing Rights, plus interest thereon at the Federal Funds Rate for the period from the Subsequent Sale Date to such Servicing Transfer Date or between such Servicing Transfer Dates, shall be payable on the Servicing Transfer Date. On the Initial Applicable Subsequent Sale Date, MSR XIII LLC shall pay to the Seller, at closing, accrued interest on the aggregate principal amount any unused portion of the Mortgage Loans at Deposit to MSR XII LLC. On the weighted average Mortgage Loan Remittance Rate from the Cut-off Date through the day prior to the Closing Termination Date, inclusive. The Purchaser any unused portion of the Deposit shall be entitled paid by Seller to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into deliver the Custodial Account, which account Schedule of Mortgage Loans no later ten (10) Business Days after each Subsequent Sale Date following the Initial Applicable Subsequent Sale Date. In the event there is established for the benefit an adjustment and reconciliation of the Purchaser for subsequent remittance by the Seller Seller’s purchase price pursuant to the Purchaserterms of Section 3.01(d) of the Purchase and Sale Agreement, the Base Purchase Price shall be subject to a corresponding adjustment and any adjustment amounts (including interest) shall be paid by Purchaser or the Seller, as applicable, to the other party within ten (10) Business Days from receipt of satisfactory written verification of amounts due.

Purchase Price. The On the first Business Day following the Agreement Date, Purchaser shall pay Seller an amount (the “Deposit”) equal to the product of (i) $21,358,151 and (ii) Current Excess Servicing Spread Percentage, without any of the adjustments provided in the Purchase and Sale Agreement for such calculation, as an xxxxxxx money deposit. In full consideration for the purchase price of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for FNMA Mortgage Loans, and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller on the Sale Date an amount (the “Base Purchase Price”) equal to the product of (x) the aggregate outstanding principal balance of the Mortgage Loans (the "Purchase Price") shall be the percentage as stated in the Commitment Letter, multiplied by the aggregate principal balance, as of the Cut-off Off Date, of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to (y) the Purchase Price as described above, Percentage and (z) the Current Excess Servicing Spread Percentage. The Base Purchase Price shall be allocated by the Parties on the Sale Date to reflect the consideration for the purchase of the Current Excess Servicing Spread hereunder (the “Purchase Price”) and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for FNMA Mortgage Loans. The Base Purchase Price shall be payable by the Purchaser shall pay to the Seller, at closing, accrued interest Seller as follows: (a) the Deposit shall be payable on the aggregate principal amount of first Business Day following the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the Cut-off Date through the day prior to the Closing Date, inclusive. The Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Agreement Date, (2b) all other recoveries 50% of principal collected after the Cut-off Date (provided, however, that all scheduled payments estimated Base Purchase Price net of principal due the Deposit shall be payable on or before the Cut-off Sale Date and collected by (c) the Seller after portion of the Cut-off Date shall belong Base Purchase Price with respect to the Seller)Mortgage Servicing Rights transferred on such Servicing Transfer Date that has not been paid to Seller by Purchaser as of such date, including with respect to Mortgage Loans that have prepaid between either (x) the Sale Date and the initial applicable Servicing Transfer Date or (3y) all payments of two Servicing Transfer Dates pertaining to the same Mortgage Servicing Rights, plus interest thereon at the Federal Funds Rate for the period from the Sale Date to such Servicing Transfer Date or between such Servicing Transfer Dates, shall be payable on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Servicing Transfer Date). The principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into deliver the Custodial Account, which account Schedule of Mortgage Loans no later ten (10) Business Days after the Sale Date. In the event there is established for the benefit an adjustment and reconciliation of the Purchaser for subsequent remittance Seller’s purchase price pursuant to the terms of Section 3.01(d) of the Purchase and Sale Agreement, the Base Purchase Price shall be subject to a corresponding adjustment and any adjustment amounts (including interest) shall be paid by the Seller Purchaser or the Seller, as applicable, to the Purchaserother party within ten (10) Business Days from receipt of satisfactory written verification of amounts due.

Purchase Price. The purchase price for the Mortgage Loans each Loan Package (the "Purchase Price") shall be the percentage of par as stated in the related Commitment Letter, multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on in the Mortgage related Loan SchedulePackage, after application of scheduled payments of principal for such related Loan Package due on or before the such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the respective related Commitment Letter. In addition to the Purchase Price as described abovePrice, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. The With respect to each Loan Package, the Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for the Mortgage Loans (the "Purchase Price") in a Mortgage Loan Package shall be equal to the sum of (a) the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate principal balance, Scheduled Principal Balance of Mortgage Loans as of the Cut-off Date, of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the related Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in listed on the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, related Mortgage Loan Schedule plus (b) accrued interest on the aggregate principal amount Scheduled Principal Balance of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate of such Mortgage Loans from the related Cut-off Date through to but not including such Closing Date (the day prior to “Purchase Price”). If so provided in the Closing Daterelated Purchase Price and Terms Letter, inclusiveportions of each Mortgage Loan Package shall be priced separately. The Purchase Price as set forth in the preceding paragraph for the Mortgage Loans in a Mortgage Loan Package shall be paid on the related Closing Date by wire transfer of immediately available funds. With respect to each Mortgage Loan, the Purchaser shall be entitled to (1) the principal portion of all scheduled principal Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the related Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The principal balance Scheduled Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) Monthly Payments shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts Monthly Payments into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for the each Mortgage Loans (the "Purchase Price") Loan shall be the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate principal balanceStated Principal Balance, as of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the applicable Cut-off Date Date, whether or not collected. The If so provided in the related Purchase Price may and Terms Letter, portions of the Mortgage Loans shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount current Stated Principal Balance of the respective pool of Mortgage Loans Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate from the such Cut-off Date through the day prior to the related Closing Date, inclusive. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the applicable Closing Date by wire transfer of immediately available funds. Further, the Seller shall pay to the Purchaser the costs and fees expected to be associated with the recording of an Assignment with respect to each Mortgage Loan (such amount may be set forth in the related Purchase Price and Terms Letter.) The Purchaser shall be entitled to (1) all scheduled principal due after the applicable Cut-off Date, (2) all other recoveries of principal collected on or after the such Cut-off Date (provided, however, that all scheduled payments of principal due on or before the such Cut-off Date and collected by the Seller or any successor servicer after the such Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees and LPMI Rates, if applicable (minus that portion of any such payment which is allocable to the period prior to the applicable Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the applicable Cut-off Date is determined after application of payments of principal due on or before the such Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the applicable Cut-off Date shall not be applied to the principal balance as of the such Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. (a) The purchase price for the Mortgage Loans (the "Purchase Price") Price shall be subject to adjustment only as set forth in this Section 2.3. Property Taxes, water/sewer charges, gas, electric, telephone and other utilities, and other operating expenses relating to the percentage as stated in Facilities are the Commitment Letter, multiplied by responsibility of the aggregate principal balance, Tenants under the Tenant Leases and shall not be prorated. All unpaid Rent and any other amounts due and payable under the Tenant Leases as of the Cut-off Closing Date shall be charged to Purchaser and paid at the Closing, and Rent for the month in which Closing occurs shall be prorated through the Closing Date. Sellers shall retain all security deposits and other similar deposits relating to the Tenant Leases, of and Purchaser shall receive a credit for such deposits at the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment LetterClosing. In addition to the payment of the Purchase Price Price, Purchaser shall, at and as described above, the Purchaser shall pay a condition to the SellerClosing, at closingbe obligated (i) to pay all unpaid amounts that are owed under the Term Mortgage Loan which are required to pay the Term Mortgage Loan in full, accrued interest on and (ii) either (A) to pay all unpaid amounts that are owed under the aggregate principal amount Emeritus Mortgage Loan which are required to pay the Emeritus Mortgage Loan in full or (B) to cause the Mortgage Loan Assignee to purchase the Emeritus Mortgage Loan from HR for a purchase price equal to all unpaid amounts that are owed under the Emeritus Mortgage Loan in consideration of HR’s execution and delivery of the Mortgage Loans Assignment to the Mortgage Loan Assignee at the weighted average Closing. If Purchaser elects to pay the Emeritus Mortgage Loan Remittance Rate from in full at the Cut-off Date through the day Closing, Purchaser must provide, not less than two (2) Business Days prior to the Closing Date, inclusive. The written notice to Sellers of any such election, and, in the absence of such written notice of Purchaser’s election, Purchaser shall be entitled cause the Mortgage Loan Assignee to (1) purchase the Emeritus Mortgage Loan from HR at the Closing for a purchase price equal to all scheduled principal due after unpaid amounts that are owed under the Cut-off Date, (2) all other recoveries of principal collected after Emeritus Mortgage Loan. Purchaser shall identify the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong Mortgage Loan Assignee in a written notice to the Seller), and Sellers not less than three (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period Business Days prior to the Cut-off Closing Date). The principal balance Sellers shall cause HR to accept, or cause the acceptance of, prepayment of each the Term Mortgage Loan and, as applicable, accept the prepayment, or complete the sale as contemplated herein, of the Cut-off Date is determined after application Emeritus Mortgage Loan irrespective of payments the failure of principal due on or before the Cut-off Date whether or not collected. ThereforePurchaser to satisfy any applicable prepayment notice requirements, payments of scheduled principal and interest prepaid for to deliver a Due Date beyond the Cut-off Date shall not be applied payoff letter to Purchaser at least three (3) Business Days prior to the principal balance as of the Cut-off Closing Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for each type of Mortgage Loan shall equal the Mortgage Loans sum of (the "Purchase Price"a) shall be the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as Scheduled Principal Balance of the Cut-off Date, each type of the Mortgage Loans Loan listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, Schedule plus (b) accrued interest on the aggregate principal amount of the such Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the Cut-off Date through the day prior to but not including the Closing DateDate (collectively, inclusivethe "Purchase Price"). The Purchase Price shall be paid on the Closing Date by wire transfer of immediately available funds. With respect to each Mortgage Loan, the Purchaser shall be entitled to (1) all scheduled principal Scheduled Payments due after the Cut-off Off Date, (2) all other recoveries of principal collected on or after the Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before the Cut-off Date and collected by the Seller Servicer or any successor servicer after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The principal balance Scheduled Principal Balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid together with any unscheduled Principal Prepayments collected prior to the Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) Monthly Payments shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts Monthly Payments into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price for the Mortgage Loans (the "“Purchase Price") ” for each Mortgage Loan shall be the percentage of par as stated in the Commitment Letterrelated Term Sheet, multiplied by the aggregate principal balanceStated Principal Balance, as of the related Cut-off Date, of the Mortgage Loans Loan listed on the related Mortgage Loan ScheduleSchedule attached to the related Term Sheet, after application of scheduled payments of principal due on or before the related Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the SellerCompany, at closing, accrued interest on the aggregate principal amount Stated Principal Balance of each Mortgage Loan as of the Mortgage Loans related Cut-off Date at the weighted average Mortgage Loan Remittance Rate of each Mortgage Loan from the related Cut-off Date through the day prior to the related Closing Date, inclusive. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the related Closing Date by wire transfer of immediately available funds. The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller Company or any successor servicer after the related Cut-off Date shall belong to the SellerCompany), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The principal balance Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller Company shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller Company to the Purchaser.. Section 2.03 [Reserved]

Purchase Price. The purchase price for the Mortgage Loans (the "Purchase Price") shall be the percentage of par as stated in the Commitment Letter, multiplied by the aggregate principal balance, as of the Cut-off Date, of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount of the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the Cut-off Date through the day prior to the Closing Date, inclusive. The Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The In full consideration for the purchase price of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for Non-Agency Mortgage Loans, and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller on the Closing Date an amount (the “Base Purchase Price”) equal to the product of (x) the aggregate outstanding principal balance of the Mortgage Loans (the "Purchase Price") shall be the percentage as stated in the Commitment Letter, multiplied by the aggregate principal balance, as of the Cut-off Off Date, (y) the Purchase Price Percentage and (z) the Current Excess Servicing Spread Percentage. The Base Purchase Price shall be allocated by the Parties on the Closing Date to reflect the consideration for the purchase of the Current Excess Servicing Spread hereunder (the “Purchase Price”) and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for Non-Agency Mortgage Loans listed Loans. Purchaser will also pay to Seller a supplemental purchase price (the “Supplemental Purchase Price”) equal to the product of (i) $25 million and (ii) a fraction, the numerator of which is the sum of the “Base Purchase Price” paid by Purchaser under (and as defined in) each Sale Agreement on the Mortgage Loan Schedule, after application applicable Closing Date and the denominator of scheduled payments which is the aggregate purchase price paid by Seller to Aurora to acquire the mortgage servicing rights pursuant to the Residential Servicing Business Asset Purchase Agreement. Purchaser will allocate the Supplemental Purchase Price under each or any of principal due on or before the Cut-off Date whether or not collectedSale Agreements and Future Spread Agreements in its reasonable discretion. The portion of the Supplemental Purchase Price may so allocated to the applicable Sale Agreement and the related Future Spread Agreement shall be adjusted paid by Purchaser on the “Closing Date” applicable to each such Sale Agreement and the related Future Spread Agreement. The parties intend that any Purchase Price Adjustment Amount received by Purchaser pursuant to Section 3.04(a) of this Agreement be characterized as stated in the respective Commitment Letter. In addition an adjustment to the Purchase Price as described abovefor federal, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount of the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the Cut-off Date through the day prior to the Closing Date, inclusive. The Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date state and collected by the Seller after the Cut-off Date shall belong to the Seller)local income tax purposes, and (3) all payments of interest neither Party shall take any position on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on tax return or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchasertax filing inconsistent therewith.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan listed on the related Mortgage Loans (the "Purchase Price") Loan Schedule shall be the percentage of par as stated in the Commitment Letterrelated Confirmation (subject to adjustment as provided therein), multiplied by the aggregate principal balance, its Stated Principal Balance as of the related Cut-off Date. If so provided in the related Confirmation, certain of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Initial Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date at its Net Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the related Cut-off Date through the day prior to the related Closing Date, both inclusive. The Purchaser shall own and be entitled to receive with respect to each Mortgage Loan purchased, (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Net Mortgage Loan Remittance Rate (minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date). The principal balance Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller to the Purchaser on the first related Distribution Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Mortgage -------------- Loan listed on the Mortgage Loans (the "Purchase Price") Loan Schedule shall be the percentage of par as stated in the Commitment LetterConfirmation (subject to adjustment as provided therein), multiplied by the aggregate principal balance, its Stated Principal Balance as of the Cut-off Date. If so provided in the Confirmation, portions of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Initial Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount Stated Principal Balance of each Mortgage Loan as of the Cut-off Date at its Mortgage Loans at the weighted average Mortgage Loan Remittance Interest Rate from the Cut-off Date through the day prior to the Closing Date, both inclusive, less the Servicing Fee Rate, pro rated on the basis of a 30-day month. The Purchaser shall own and be entitled to receive with respect to each Mortgage Loan purchased, (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at net of the Mortgage Loan Remittance Rate Servicing Fee (minus that portion of any such interest payment which that is allocable to the period prior to the Cut-off Date). The principal balance Stated Principal Balance of each Mortgage Loan as of the Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller to the Purchaser on the first Distribution Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the Cut-off Date shall belong to the Purchaser. In addition to the above, the Seller hereby assigns to the Purchaser, effective upon the Seller's receipt of the Purchase Price, all of the Seller's rights (which may be enforced independently from this Agreement) and remedies (which are in addition to the Purchaser's remedies set forth in this Agreement and not in lieu thereof) under that certain letter agreement, dated September 29, 1998, between National Mortgage Corporation ("NMC") and the Seller, under which NMC made certain representations, warranties and covenants to the Seller with respect to the Mortgage Loans.

Purchase Price. The purchase price Drafter’s Note: Specify below the Purchase Price of the Securities. Select Alternative A if the Underwriters will retain an Underwriters’ discount. Select Alternative B if there is no Underwriters’ discount and the Underwriters will be paid an underwriting commission. Complete and revise the applicable paragraph, including the form of payment(s) and whether the Underwriters are to be separately reimbursed for out-of-pocket expenses; describe the Mortgage Loans (the "Purchase Price") shall be the percentage as stated in the Commitment Letterout-of-pocket expenses, multiplied if appropriate. Out-of-pocket expenses may include reimbursement for incidental costs paid by the aggregate principal balance, as Underwriters on behalf of the Cut-off DateIssuer in connection with the marketing, issuance and delivery of the Mortgage Loans listed on Securities. See Section 10 of the Mortgage Loan ScheduleBPA General Provisions and Conditions. Delete the paragraph that is not applicable. [Alternative A] The Purchase Price of the Securities is $ (representing the principal amount of the Securities, after application less Underwriters’ discount of scheduled payments $ , and less/plus net original issue discount/premium of principal due on or before $ ), plus accrued interest, if any, to the Cut-off Date whether or not collectedClosing Date. The Purchase Price may shall be adjusted payable on the Closing Date by the Underwriters to or as stated directed by the Issuer by [cashiers check] or [wire transfer in immediately available funds] or as otherwise agreed by the respective Commitment LetterIssuer and the Senior Manager as follows: . [In addition to accordance with Section 10 of the BPA General Provisions and Conditions, the Underwriters also will be reimbursed for the following out-of-pocket expenses: .] [Alternative B] The Purchase Price as described above, of the Purchaser shall pay to Securities is $ (representing the Seller, at closing, accrued interest on the aggregate principal amount of the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the Cut-off Date through the day prior Securities, less/plus net original issue discount/premium of $ ), plus accrued interest, if any, to the Closing Date, inclusive. The Purchaser Purchase Price shall be entitled to (1) all scheduled principal due after payable on the Cut-off Date, (2) all other recoveries of principal collected after the Cut-off Closing Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after Underwriters to or as directed by the Cut-off Issuer by [cashier’s check] or [wire transfer in immediately available funds] or as otherwise agreed by the Issuer and the Senior Manager as follows: . In consideration for their purchase of the Securities, the Issuer will pay the Underwriters an underwriting commission of $ , payable on the Closing Date shall belong to the Seller), Senior Manager by [cashier’s check] or [wire transfer in immediately available funds] or as otherwise agreed by the Issuer and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date)Senior Manager as follows: . The principal balance of each Mortgage Loan as [In accordance with Section 10 of the Cut-off Date is determined after application of payments of principal due on or before BPA General Provisions and Conditions, the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not Underwriters also will be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established reimbursed for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaserfollowing out-of-pocket expenses: .]

Purchase Price. The purchase price Purchase Price for the each Mortgage Loans (the "Purchase Price") Loan shall be the percentage of par as stated in the Commitment LetterPurchase Price and Terms Agreement (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balance, as of the Cut-off Date, of the Mortgage Loans listed on the Mortgage Loan related Closing Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued but unpaid interest on the aggregate principal amount balance of the Mortgage Loans as of the Cut-off Date at a rate equal to the weighted average Mortgage Loan Remittance Interest Rate minus the Servicing Fee Rate (as defined in the Servicing Agreement), from the Cut-off Date through the day prior to the Closing Date, inclusive. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid to the Seller by wire transfer of immediately available funds to an account or accounts designated by the Seller in writing. The Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date)) and (4) all other recoveries of late charges, assumption fees, prepayment penalties or other charges collected after the Cut-off Date. The principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date due date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for the Mortgage Loans (the "Purchase Price") in a Mortgage Loan Package shall be equal to the sum of (a) the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as Scheduled Principal Balance of the Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, Schedule plus (b) accrued interest on the aggregate principal amount Scheduled Principal Balance of the Mortgage Loans at the weighted average Mortgage Loan Remittance Interest Rate of such Mortgage Loans from the Cut-off Date through to but not including such Closing Date (the day prior to "Purchase Price"). If so provided in the Purchase Price and Terms Letter, portions of the Mortgage Loans shall be priced separately. The Purchase Price as set forth in the preceding paragraph for the Mortgage Loans in a Mortgage Loan Package shall be paid on the Closing DateDate by wire transfer of immediately available funds. With respect to each Mortgage Loan, inclusive. The the Purchaser shall be entitled to (1) the principal portion of all scheduled principal Monthly Payments due after the Cut-off Date, (2) all other recoveries of principal collected on or after the Cut-Cut- off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before the Cut-off Date and collected by the Seller Servicer or any successor servicer after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The principal balance Scheduled Principal Balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid together with any unscheduled Principal Prepayments collected prior to the Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) Monthly Payments shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts Monthly Payments into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price for the Mortgage Loans (the "Purchase Price") shall be the percentage of par as stated in the Commitment Letter, multiplied by the aggregate principal balance, as of the Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate initial principal amount of the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the Cut-off Date through the day prior to the Closing Date, inclusive. The Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller Seder after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan listed on the related Mortgage Loans (the "Purchase Price") Loan Schedule shall be the percentage of par as stated in the Commitment Letterrelated Confirmation (subject to adjustment as provided therein), multiplied by the aggregate principal balance, its Stated Principal Balance as of the related Cut-off Date. If so provided in the related Confirmation, of the certain Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Initial Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date at its Net Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the related Cut-off Date through the day prior to the related Closing Date, both inclusive. The Purchaser shall own and be entitled to receive with respect to each Mortgage Loan purchased, (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal and any Prepayment Charges collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Net Mortgage Loan Remittance Rate (minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date). The principal balance Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller to the Purchaser on the first related Distribution Date. All payments of principal and interest, less the applicable Servicing Fee and any LPMI Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase Price. The purchase price Purchase Price for the Mortgage Loans (the "Purchase Price") sold and purchased on a Closing Date shall be the percentage as stated in Purchase Price Percentage reflected on the Commitment Letter, related Confirmation multiplied by the aggregate outstanding principal balance, balance as of the Cut-off Date, Date of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date Date, whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described aboveaddition, the Purchaser Buyer shall pay to Seller on the Seller, at closing, Closing Date accrued interest on the aggregate principal amount of the Mortgage Loans at the weighted average interest rate of the Mortgage Loan Remittance Rate Loans net of the Servicing Fee, from the Cut-off Date through to the day prior to the Closing Date, inclusive. The Purchaser Buyer shall be entitled to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at net of the Mortgage Loan Remittance Rate Servicing Fee (minus that the portion of any such payment which is allocable to the period prior to the Cut-off Date). The principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of the payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid and for a Due Date due date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Buyer, and Seller shall deposit any such prepaid amounts into in the Custodial Account, which remittance account is established for the benefit of the Purchaser Buyer for subsequent remittance by the Seller to Buyer; subject to the Purchaserfollowing: all scheduled payments of principal due on or before the Cut-off Date shall belong to Seller.

Purchase Price. The purchase price for each of the Pool 1 Mortgage Loans, Pool 2 Mortgage Loans and Pool 3 Mortgage Loans (the "Purchase Price") shall be the related percentage of par as stated in the Commitment Purchase Price and Terms Letter, multiplied by the aggregate principal balance, as of the Cut-off Date, of the Mortgage Loans listed on the Mortgage Loan related Closing Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount of the Mortgage Loans as of the Cut-off Date at the weighted average Mortgage Loan Remittance Rate from the Cut-off Date through the day prior to the Closing Date, inclusive. The Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller under the Seller's Warranties and Servicing Agreement after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date due date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established under the Seller's Warranties and Servicing Agreement for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for the each Mortgage Loans (the "Purchase Price") Loan shall be the percentage Purchase Price Percentage as stated in the Commitment LetterConfirmation (subject to adjustment as provided therein), multiplied by the aggregate principal balanceStated Principal Balance, as of the related Cut-off Date, of the Mortgage Loans Loan listed on the related Mortgage Loan ScheduleSchedule attached as Exhibit I, after application of scheduled payments of principal due on or before the related Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the SellerCompany, at closing, accrued interest on the aggregate principal amount Stated Principal Balance of each Mortgage Loan as of the Mortgage Loans related Cut-off Date at the weighted average Mortgage Loan Remittance Rate of each Mortgage Loan from the related Cut-off Date through the day prior to the related Closing Date, inclusive. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the related Closing Date by wire transfer of immediately available funds. Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller Company or any successor servicer after the related Cut-off Date shall belong to the SellerCompany), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller Company shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller Company to the Purchaser.

Purchase Price. The purchase price Purchase Price for the each Mortgage Loans (the "Purchase Price") Loan shall be the percentage of par as stated in the Commitment LetterPurchase Price and Terms Agreement (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the Cut-off Date, of the Mortgage Loans listed on the Mortgage Loan ScheduleLoans, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collectedDate, to the extent such payments were actually received. The initial principal amount of the Mortgage Loans shall be the aggregate principal balance of the Mortgage Loans, so computed as of the Cut-off Date. If so provided in the Purchase Price may and Terms Agreement, portions of the Mortgage Loans shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate current principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from as of the Cut-off Date at the weighted average Net Mortgage Interest Rate of those Mortgage Loans from the date through which interest on the Mortgage Loan has been paid through (the "Paid-Through Date") through the day prior to the Closing Date, inclusive. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid to the Seller by wire transfer of immediately available funds to an account designated by the Seller in writing. The Purchaser shall be entitled to (1l) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected on or after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller)Date, and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not Date, to the extent actually collected. Therefore, together with any unscheduled principal prepayments collected prior to the Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for paid prior to the Cut-off date, but to be applied on a Due Date due date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan listed on the related Mortgage Loans (the "Purchase Price") Loan Schedule shall be the percentage of par as stated in the Commitment Letterrelated Confirmation (subject to adjustment as provided therein), multiplied by the aggregate principal balance, its Stated Principal Balance as of the related Cut-off Date. If so provided in the related Confirmation, certain of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Initial Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date at its Net Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the related Cut-off Date through the day prior to the related Closing Date, both inclusive. The Purchaser shall own and be entitled to receive with respect to each Mortgage Loan purchased, (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal and any Prepayment Charges (to the extent not otherwise provided in the related Confirmation) collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Net Mortgage Loan Remittance Rate (minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date). The principal balance Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller to the Purchaser on the first related Distribution Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase Price. The purchase price Purchase Price for the Mortgage Loans (the "Purchase Price") shall be the percentage as stated in the Commitment Letter, multiplied by the aggregate principal balance, as of the Cut-off Date, of the Mortgage Loans listed on the Mortgage Loan ScheduleSchedule shall be $[__________], or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loans accepted by the Purchaser on the Closing Date. The initial principal amount of the Mortgage Loans shall be the aggregate principal balance of the Mortgage Loans, so computed as of the Cut-off Date, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate initial principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Interest Rate of those Mortgage Loans, minus any amounts attributable to Servicing Fees as provided in the Servicing Agreement from the Cut-off Date through the day prior to the Closing Date, inclusive. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the Closing Date by wire transfer of immediately available funds. The Purchaser shall be entitled to (1l) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected on or after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at net of applicable Servicing Fees collected on or after the Mortgage Loan Remittance Rate Cut-off Date (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to the Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any Any such prepaid amounts shall be deposited into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. In consideration for the sale of the Servicing on the Sale Date and upon the terms and conditions of this Agreement, the Purchaser shall pay the Purchase Price less the Deposit which it paid in accordance with the Sale Procedures. The purchase price for the Mortgage Loans (the "Purchase Price") Servicing shall be the percentage as stated in the Commitment Letter, multiplied by the aggregate principal balance, as 0.6531% of the Cut-off Date, unpaid principal balance of the Mortgage Loans listed as of the close of business on the Mortgage Loan Schedule, after application Sale Date plus all of scheduled payments the Accounts Receivable due to the Seller (the “Purchase Price”). For purposes of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to payment of the Purchase Price as described aboveon the Sale Date, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount calculation of the Mortgage Loans at Purchase Price and the weighted average Mortgage Loan Remittance Rate from the Cut-off Date through the day prior to the Closing Date, inclusive. The Purchaser Accounts Receivable shall be entitled to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at Subject to adjustment as set forth in the Servicing Fee Rate) following paragraph, such payment shall be made by the property Purchaser on the Sale Date by wire transfer of immediately available funds to the account designated by the Seller. On or prior to the Reconciliation Date, the Seller will determine the actual unpaid principal balance of the Mortgage Loans and the amount of the Accounts Receivable as of the close of business on the Sale Date, and deliver that information to the Purchaser. The Purchase Price [and the amount of the Accounts Receivable reimbursement] shall be adjusted to reflect any change in the principal balance of the Mortgage Loans and the Accounts Receivable compared to the Cut-off Date balances. In the event that the Purchase Price calculated on the Reconciliation Date is greater than the Purchase Price calculated on the Sale Date, the Purchaser, on the Business Day following the Reconciliation Date, shall pay by wire transfer of immediately available funds to the Seller the difference between the Purchase Price paid on the Sale Date and the Purchase Price calculated on the Reconciliation Date. In the event that the Purchase Price calculated on the Reconciliation Date is less than the Purchase Price paid on the Sale Date, the Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of deliver to the Purchaser for subsequent remittance on the Business Day following the Reconciliation Date by wire transfer of immediately available funds the difference between the Purchase Price paid by the Seller to and the PurchaserPurchase Price calculated on the Reconciliation Date.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan listed on the related Mortgage Loans (the "Purchase Price") Loan Schedule shall be the percentage of par as stated in the related Commitment LetterLetter (subject to adjustment as provided therein), multiplied by the aggregate principal balance, its Stated Principal Balance as of the related Cut-off Date. If so provided in the related Commitment Letter, portions of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date at its Mortgage Loans at the weighted average Mortgage Loan Remittance Interest Rate from the related Cut-off Date through the day prior to the related Closing Date, both inclusive, less the Servicing Fee, pro rated on the basis of a 30-day month. The Purchaser shall own and be entitled to receive with respect to each Mortgage Loan purchased, (1a) all scheduled principal due after the Cut-off Date, (2b) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller), and (3c) all payments of interest on the Mortgage Loans at net of the Mortgage Loan Remittance Rate Servicing Fee (minus that portion of any such interest payment which that is allocable to the period prior to the Cut-off Date). The principal balance Stated Principal Balance of each Mortgage Loan as of the Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller to Purchaser on the first Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the Cut-off Date shall belong to Purchaser.. ARTICLE V

Purchase Price. The purchase price Purchase Price for the each Mortgage Loans (the "Purchase Price") Loan shall be the percentage of par as stated in the Commitment LetterConfirmation (subject to adjustment as provided therein), multiplied by the aggregate principal balanceStated Principal Balance, as of the related Cut-off Date, of the Mortgage Loans Loan listed on the related Mortgage Loan ScheduleSchedule attached to the related Term Sheet, after application of scheduled payments of principal due on or before the related Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the SellerCompany, at closing, accrued interest on the aggregate principal amount Stated Principal Balance of each Mortgage Loan as of the Mortgage Loans related Cut-off Date at the weighted average Mortgage Loan Remittance Rate of each Mortgage Loan from the related Cut-off Date through the day prior to the related Closing Date, inclusive. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the related Closing Date by wire transfer of immediately available funds. Purchaser shall be entitled to (1A) all scheduled principal due after the related Cut-off Date, (2B) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by Servicer on behalf of the Seller Company or any successor to the Company after the related Cut-off Date shall belong to the SellerCompany), and (3C) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller Company shall deposit cause any such prepaid amounts to be deposited into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller Company to the Purchaser.

Purchase Price. The purchase price Purchase Price for the each Mortgage Loans (the "Purchase Price") Loan shall be the percentage of par as stated in the Commitment LetterPurchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the Cut-off Date, of the Mortgage Loans listed on the attached Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may initial principal amount of the Mortgage Loans shall be adjusted the aggregate principal balance of the Mortgage Loans, so computed as stated in of the respective Commitment LetterCut-off Date. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate current principal amount of the Mortgage Loans as of the Cut-off Date at the weighted average Mortgage Loan Remittance Rate from of the Cut-off Date through Mortgage Loans. The Purchase Price plus accrued interest as set forth in the day prior to preceding paragraph shall be paid on the Closing Date, inclusiveDate by wire transfer of immediately available funds. The Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected on or after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller or any successor servicer after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, together with any unscheduled Principal Prepayments collected prior to the Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser. If, subsequent to the Closing Date, the amount on which the Purchase Price with respect to a Mortgage Loan was based is found to be in error, or if, for any other reason, the Purchase Price or such other amounts are found to be in error within ten (10) Business Days of the receipt of information sufficient to provide notice that payment is due the party benefiting from the error shall pay an amount sufficient to correct and reconcile the Purchase Price plus interest thereon at an agreed upon market rate or such other amounts and shall provide a reconciliation statement and such other documentation sufficient reasonably to satisfy the other party concerning the accuracy of such reconciliation.

Purchase Price. The purchase price Purchase Price for the Mortgage Loans (the "Purchase Price") in a Mortgage Loan Package shall be equal to the sum of (a) the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate principal balance, Scheduled Principal Balance of Mortgage Loans as of the Cut-off Date, of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the related Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in listed on the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, related Mortgage Loan Schedule plus (b) accrued interest on the aggregate principal amount Scheduled Principal Balance of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate of such Mortgage Loans from the related Cut-off Date through to but not including such Closing Date (the day prior to “Purchase Price”). If so provided in the Closing Daterelated Purchase Price and Terms Letter, inclusiveportions of the Mortgage Loans shall be priced separately. The Purchase Price as set forth in the preceding paragraph for the Mortgage Loans in a Mortgage Loan Package shall be paid on the related Closing Date by wire transfer of immediately available funds. With respect to each Mortgage Loan, the Purchaser shall be entitled to (1) the principal portion of all scheduled principal Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before the related Cut-off Date and collected by the Seller Servicer or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The principal balance Scheduled Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) Monthly Payments shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts Monthly Payments into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price for the Mortgage Loans (the "Purchase Price") Price shall be the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Letter (subject to the adjustments as provided therein), multiplied by the aggregate principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due received on or before the related Cut-off Date. Notwithstanding the foregoing, if a Mortgage Loan prepays in full between the related Cut-off Date whether and the related Closing Date, inclusive, the Company shall either remove such Mortgage Loan from the Mortgage Loan Schedule or reimburse the Purchaser for the premium over par (if any) which the Purchaser paid within three (3) days of the related Closing Date. In addition, Purchaser will not collectedpurchase any Mortgage Loan that has not made a payment as of the date set forth in the related Purchase Price and Terms Letter. The initial principal amount of the Mortgage Loans shall be the aggregate principal balance of such Mortgage Loans, so computed as of the related Cut-off Date. On each Closing Date, the Purchaser shall deduct from the Purchase Price may be adjusted as stated proceeds certain costs and expenses set forth in Article XIII or in the respective Commitment related Purchase Price and Terms Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the SellerCompany, at closingon the related Closing Date, accrued interest on the aggregate initial principal amount of the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the related Cut-off Date through the day prior to the related Closing Date, inclusive. The Purchase Price shall be paid on the related Closing Date by wire transfer of immediately available federal funds. The Purchaser shall be entitled to (1i) all scheduled principal due received after the related Cut-off Date, (2ii) all other recoveries of principal late charges, assumption fees or other charges collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller)Date, and (3iii) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date)Interest Rate. The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due received on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts All payments of principal and interest (minus interest at the Servicing Fee Rate) shall be due on the property first day of the Purchaser. The Seller month after the related Cut-off Date shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller belong to the Purchaser.

Purchase Price. The purchase price Purchase Price for the each Mortgage Loans (the "Purchase Price") Loan shall be the percentage of par as stated in the Commitment LetterPurchase Price and Terms Agreement (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the Cut-off Date, of the such Mortgage Loans listed on the Mortgage Loan ScheduleLoan, after application of scheduled payments of principal due received on or before the Cut-off Date whether or not collectedDate. The initial principal amount of the Mortgage Loans shall be the aggregate principal balance of the Mortgage Loans, so computed as of the Cut-off Date. If so provided in the Purchase Price may and Terms Agreement, portions of the Mortgage Loans shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued but unpaid interest on the aggregate principal amount balance of the Mortgage Loans as of the Cut-off Date at the weighted average Mortgage Loan Remittance Rate Interest Rate, from the Cutdate through which interest on the Mortgage Loan has been paid through (the "Paid-off Date Through Date") through the day prior to the Closing Date, inclusive. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid to the Seller by wire transfer of immediately available funds to an account designated by the Seller in writing. The Purchaser shall be entitled to (1) all scheduled principal due received after the Cut-off Date, (2) all other recoveries of principal late charges, assumption fees, prepayment penalties or other charges collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller)Date, and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date)Interest Rate. The principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due received on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for the Mortgage Loans (the "Purchase Price") shall be equal to the percentage as stated in the Commitment Letter, sum of (i) 100.453125% multiplied by the aggregate principal balance, as Scheduled Principal Balance of the Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, plus (ii) accrued interest on the aggregate principal amount Scheduled Principal Balance of the Mortgage Loans at the weighted average Mortgage Loan Remittance Interest Rate of such Mortgage Loans from the Cut-off Date through to but not including such Closing Date (the day prior to “Purchase Price”). The Purchase Price as set forth in the preceding paragraph for the Mortgage Loans in a Mortgage Loan Package shall be paid on the Closing DateDate by wire transfer of immediately available funds. With respect to each Mortgage Loan, inclusive. The the Purchaser shall be entitled to (1) the principal portion of all scheduled principal Monthly Payments due after the Cut-off Date, (2) all other recoveries of principal collected on or after the Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before the Cut-off Date and collected by the Seller Servicer or any successor servicer after the Cut-off Date shall belong to the Seller), ) and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which that is allocable to the period prior to the Cut-off Date). The principal balance Scheduled Principal Balance of each Mortgage Loan as of the Cut-off Date is shall be determined after application of payments of principal due on or before the Cut-off Date Date, whether or not collected. Therefore, payments of scheduled principal and interest prepaid together with any unscheduled Principal Prepayments collected prior to the Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) Monthly Payments shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts Monthly Payments into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for the each Mortgage Loans (the "Purchase Price") Loan shall be the percentage of par as stated in the Commitment LetterPurchase Price and Terms Agreement (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the Cut-off Date, of the Mortgage Loans listed on the Mortgage Loan ScheduleLoans, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collectedDate, to the extent such payments were actually received. The initial principal amount of the Mortgage Loans shall be the aggregate principal balance of the Mortgage Loans, so computed as of the Cut-off Date as set forth on the Mortgage Loan Schedule. If so provided in the Purchase Price may and Terms Agreement, portions of the Mortgage Loans shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate current principal amount of the related Mortgage Loans which are less than 60 days delinquent as of the Cut-off Date at the weighted average Net Mortgage Loan Remittance Interest Rate of those Mortgage Loans from the Cut-off Date through the day prior to the Closing Date, inclusive; provided, however, the total amount of accrued interest shall not exceed 59 days' interest. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid to the Seller by wire transfer of immediately available funds to an account designated by the Seller in writing. The Purchaser shall be entitled to (1l) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected on or after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller)Date, and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not Date, to the extent actually collected. Therefore, together with any unscheduled principal prepayments collected prior to the Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for paid prior to the Cut-off Date, but to be applied on a Due Date due date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit cause any such prepaid amounts into to be remitted to the Custodial Account, which account is established for the benefit of the Purchaser Servicer for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Loan listed on the Mortgage Loans (the "Purchase Price") related Loan Schedule shall be the percentage of par as stated in the Commitment Letterrelated Confirmation (subject to adjustment as provided therein), multiplied by the aggregate principal balance, its Stated Principal Balance as of the related Cut-off Date. If so provided in the related Confirmation, portions of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Initial Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount Stated Principal Balance of each Loan as of the Mortgage Loans related Cut-off Date at the weighted average Mortgage its Net Loan Remittance Rate from the related Cut-off Date through the day prior to the related Closing Date, both inclusive. The Purchaser shall own and be entitled to receive with respect to each Loan purchased, (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at net of the Mortgage Loan Remittance Rate (Servicing Fee minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date). The principal balance Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller to the Purchaser on the first related Distribution Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase Price. The purchase price Purchase Price for the each Mortgage Loans (the "Purchase Price") Loan shall be the percentage of par as stated in the Commitment LetterLetter (subject to adjustment as provided therein), multiplied by the aggregate principal balance, Stated Principal Balance as of the Cut-off Date, of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest up to, but not including, the Closing Date on the aggregate current principal amount of the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from as of the Cut-off Date through at the day prior to Mortgage Loan Remittance Rate of the Mortgage Loans as of the Cut-off Date. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the Closing Date, inclusiveDate by wire transfer of immediately available funds. The Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected on or after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller or any successor servicer after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, together with any unscheduled Principal Prepayments collected prior to the Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser. If, subsequent to the Closing Date, the amount on which the Purchase Price with respect to a Mortgage Loan was based is found to be in error, or if, for any other reason, the Purchase Price or such other amounts are found to be in error, within ten (10) Business Days of the receipt of information sufficient to provide notice that payment is due the party benefitting from the error shall pay an amount sufficient to correct and reconcile the Purchase Price (plus interest thereon in the case of overpayment by Purchaser) or such other amounts and shall provide a reconciliation statement and such other documentation sufficient reasonably to satisfy the other party concerning the accuracy of such reconciliation.

Purchase Price. The purchase price Purchase Price for the each Mortgage Loans (the "Purchase Price") Loan shall be the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Agreement (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the related Cut-off Date whether or not collectedDate, but only to the extent such payments were actually received. The If so provided in the related Purchase Price may and Terms Agreement, portions of the Mortgage Loans shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, with respect to any Mortgage Loans which are less than 30 days delinquent as of the Cut-off Date, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate current principal amount of the related Mortgage Loans as of the related Cut-off Date at the weighted average Mortgage Loan Remittance Interest Rate from of those Mortgage Loans; provided, that, Purchaser shall not pay more than 30 days’ interest with respect to any Mortgage Loan. The Purchase Price plus accrued interest as set forth in the Cut-off Date through preceding paragraph shall be paid to the day Seller by wire transfer of immediately available funds to an account designated by the Seller in writing. The Purchaser shall not reimburse the Seller for any corporate advances, servicing advances or escrow advances outstanding prior to the related Closing Date, inclusive. The Purchaser shall be entitled to (1) all scheduled recoveries of principal due collected on or after the related Cut-off Date, and (2) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date)Loans. The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due received on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit , together with any unscheduled principal prepayments collected prior to such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the PurchaserCut-off Date.

Purchase Price. The purchase price Purchase Price for the each Mortgage Loans (the "Purchase Price") Loan shall be the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Agreement (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the related Cut-off Date whether or not collectedDate, but only to the extent such payments were actually received. The initial principal amount of the related Mortgage Loans shall be the aggregate principal balance of the Mortgage Loans, so computed as of the related Cut-off Date. If so provided in the related Purchase Price may and Terms Agreement, portions of the Mortgage Loans shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate current principal amount of the Mortgage Loans as of the related Closing Date at the weighted average Mortgage Loan Remittance Interest Rate from of the Cut-off Date through Mortgage Loans. The Purchase Price plus accrued interest as set forth in this Section 4.01 shall be paid to the day Seller by wire transfer of immediately available funds to an account designated by the Seller in writing. The Purchaser shall not reimburse the Seller for any corporate advances, servicing advances or escrow payments outstanding prior to the related Closing Date, inclusive. The Purchaser shall be entitled to (1) all scheduled recoveries of principal due collected on or after the related Cut-off Date, and (2) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at accrued on or after the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the Cut-off related Closing Date is determined after application of payments of principal due received on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit , together with any unscheduled principal prepayments collected prior to such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the PurchaserCut-off Date.

Purchase Price. The purchase price Purchase Price for the Mortgage Loans (the "Purchase Price") in a Mortgage Loan Package shall be equal to the sum of (a) the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate principal balance, Scheduled Principal Balance of Mortgage Loans as of the Cut-off Date, of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the related Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in listed on the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, related Mortgage Loan Schedule plus (b) accrued interest on the aggregate principal amount Scheduled Principal Balance of the related Mortgage Loans as of the related Cut-off Date at the weighted average Mortgage Loan Remittance Rate of such Mortgage Loans from and including the related Cut-off Date through to but not including such Closing Date (the day prior to "Purchase Price"). If so provided in the Closing Daterelated Purchase Price and Terms Letter, inclusiveportions of each Mortgage Loan Package shall be priced separately. The Purchase Price as set forth in the preceding paragraph for the Mortgage Loans in a Mortgage Loan Package shall be paid on the related Closing Date by wire transfer of immediately available funds. With respect to each Mortgage Loan, the Purchaser shall be entitled to (1) the principal portion of all scheduled principal Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the related Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The principal balance Scheduled Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the USActive 7452067.1 related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) Monthly Payments shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts Monthly Payments into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for the each Mortgage Loans (the "Purchase Price") Loan shall be the percentage of par as stated in the Commitment LetterConfirmation (subject to adjustment as provided therein), multiplied by the aggregate principal balanceStated Principal Balance, as of the related Cut-off Date, of the Mortgage Loans Loan listed on the related Mortgage Loan ScheduleSchedule attached to the related Term Sheet, after application of scheduled payments of principal due on or before the related Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the SellerCompany, at closing, accrued interest on the aggregate principal amount Stated Principal Balance of each Mortgage Loan as of the Mortgage Loans related Cut-off Date at the weighted average Mortgage Loan Remittance Rate of each Mortgage Loan from the related Cut-off Date through the day prior to the related Closing Date, inclusive. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the related Closing Date by wire transfer of immediately available funds. Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller Servicer or any successor servicer after the related Cut-off Date shall belong to the SellerCompany), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller Servicer shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller Servicer to the Purchaser.

Purchase Price. The In full consideration for the purchase price of the Original Current Excess Servicing Spread and the rights under the Future Spread Agreement for Non-Agency Mortgage Loans, and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller on the Original Agreement Date an amount (the "Base Purchase Price") equal to the product of (x) the aggregate outstanding principal balance of the Mortgage Loans as of the Cut-Off Date, (y) the Purchase Price Percentage and (z) the Original Current Excess Servicing Spread Percentage. The Base Purchase Price shall be allocated by the Parties on the Closing Date to reflect the consideration for the purchase of the Original Current Excess Servicing Spread hereunder (the "Purchase Price") and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for Non-Agency Mortgage Loans. Purchaser will also pay to Seller a supplemental purchase price (the “Supplemental Purchase Price”) equal to the product of (i) $25 million and (ii) a fraction, the numerator of which is the sum of the "Base Purchase Price" paid by Purchaser under (and as defined in) each Sale Agreement on the applicable Closing Date and the denominator of which is the aggregate purchase price paid by Seller to Aurora to acquire mortgage servicing rights pursuant to the Residential Servicing Business Asset Purchase Agreement. Purchaser will allocate the Supplemental Purchase Price under each or any of the Sale Agreements and Future Spread Agreements in its reasonable discretion. The portion of the Supplemental Purchase Price so allocated to the applicable Sale Agreement and the related Future Spread Agreement shall be paid by Purchaser on the percentage "Closing Date" applicable to each such Sale Agreement and the related Future Spread Agreement. The parties intend that any Purchase Price Adjustment Amount received by Purchaser pursuant to Section 3.04(a) of this Agreement be characterized as stated in an adjustment to the Commitment LetterPurchase Price for federal, multiplied by state and local income tax purposes, and neither Party shall take any position on any tax return or tax filing inconsistent therewith. In full consideration for the purchase of the Amendment Current Excess Servicing Spread, and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller an amount (the “Amendment Base Purchase Price”) equal to the product of (x) the aggregate outstanding principal balance, as of the Cut-off Date, balance of the Mortgage Loans listed on as of the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Amendment Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount of the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the Cut-off Date through the day prior to the Closing Date, inclusive. The Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Off Date, (2y) all other recoveries of principal collected after the Cut-off Date Amendment Purchase Price Percentage and (provided, however, that all scheduled payments of principal due on or before z) the Cut-off Date and collected Amendment Current Excess Servicing Spread Percentage. The Amendment Base Purchase Price shall be allocated by the Seller after Parties on the Cut-off Amendment Date shall belong to reflect the consideration for the purchase of the Amendment Current Excess Servicing Spread hereunder (the “Amendment Purchase Price”) and the consideration for the rights acquired by Purchaser under the amendment to the Seller), and (3) all payments of interest Future Spread Agreement for Non-Agency Mortgage Loans executed on the Mortgage Loans at Amendment Date. On the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable Amendment Date, Seller shall pay Purchaser an adjustment to the period prior Amendment Purchase Price equal to the Cut-off Date)Amendment Purchase Price Rebate Amount. The principal balance of each Mortgage Loan as Parties shall treat any payment of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied Amendment Purchase Price Rebate Amount pursuant to this Agreement as an adjustment to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established Amendment Purchase Price for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaserall purposes.

Purchase Price. The Such purchase price for the Mortgage Loans (the "Purchase Price") and sale shall be made by execution and delivery by the percentage as stated Senior Creditors and the Subordinated Creditors of an Assignment and Assumption in the Commitment Letter, multiplied by the aggregate principal balance, as of the Cut-off Date, of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition form attached to the Purchase Price as described aboveBank Credit Agreement. Upon the date of such purchase and sale, the Purchaser Subordinated Creditors shall (i) pay to the Seller, at closing, accrued interest on the aggregate principal amount of the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the Cut-off Date through the day prior to the Closing Date, inclusive. The Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established Senior Creditor Representative for the benefit of the Purchaser holders of the Senior Debt as the purchase price therefore the full amount of all the Senior Debt then outstanding and unpaid (including principal, interest, fees, Eurodollar breakage or similar breakage amounts, and expenses, including reasonable attorneys’ fees and expenses), (ii) cash collateralize any interest rate, foreign currency, or commodity hedge agreements that have not been terminated in a manner satisfactory to the Senior Creditor Representative, (iii) agree to reimburse the Senior Creditors for subsequent remittance any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) in connection with any commissions, fees, costs or expenses related to any issued and outstanding hedge agreements as described above and any checks or other payments provisionally credited to the Senior Debt, and/or as to which the Senior Creditors have not yet received final payment, and (iv) agree to reimburse (or back by stand-by letters of credit or cash collateral in a manner satisfactory to the Senior Creditor Representative) the Senior Creditors in respect of indemnification obligations of the Loan Parties under the Senior Debt Documents as to matters or circumstances known to or determinable by Senior Creditor Representative which could reasonably be expected to result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Senior Creditors. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Senior Creditors as the Senior Creditor Representative may designate in writing to the Subordinated Creditor Representative for such purpose. Interest shall be calculated to, but shall exclude, the business day on which such purchase and sale shall occur if the amounts so paid by the Seller Subordinated Creditors to the Purchaserbank account designated by the Senior Creditor Representative are received in such bank account prior to 2:00 p.m., Chicago time, and interest shall be calculated to, and shall include, such business day if the amounts so paid by the Subordinated Creditors to the bank account designated by the Senior Creditor Representative are received in such bank account later than 2:00 p.m., Chicago time on such day.

Purchase Price. The purchase price Purchase Price for each Loan listed on the Mortgage Loans (the "Purchase Price") related Loan Schedule shall be the percentage of par as stated in the Commitment Letterrelated Confirmation (subject to adjustment as provided therein), multiplied by the aggregate principal balance, its Stated Principal Balance as of the related Cut-off Date. If so provided in the related Confirmation, the Loans or portions of the Mortgage Loans listed on the Mortgage in each Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may Package shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Initial Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount Stated Principal Balance of each Loan as of the Mortgage Loans related Cut-off Date at the weighted average Mortgage its Net Loan Remittance Rate from the related Cut-off Date through the day prior to the related Closing Date, inclusiveboth inclusive and (ii) the Seller shall pay to the Initial Purchaser the costs and fees expected to be associated with the recording of an Assignment of Mortgage with respect to each Loan (such amount may be set forth in the related Confirmation). The Purchaser shall own and be entitled to receive with respect to each Loan purchased, (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at net of the Mortgage Loan Remittance Rate (Servicing Fee minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date). The principal balance Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller to the Purchaser on the first related Distribution Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase Price. The In the case of the initial purchase price of Mortgage Loans by the Purchaser at the time of the execution and delivery of this Agreement, the Originators shall deliver to the Purchaser a Mortgage Loan Schedule, pursuant to and in accordance with the terms and conditions set forth in this Agreement, and in lieu of a Term Sheet for the Mortgage Loans initial purchase, the following terms shall apply: Aggregate Principal Balance (the "Purchase Price") shall be the percentage as stated in the Commitment Letter, multiplied by the aggregate principal balance, as of the Cut-off Date): $102,721,833.42 Initial Closing Date: June 30, 2003 Cut-off Date: June 1, 2003 (or, for any Mortgage Loan originated after that date, the date of origination of such Mortgage Loan) Initial Weighted Average Mortgage Interest Rate: 9.68% Purchase Price Percentage: 105.00% Servicing Transfer Date: On or before August 31, 2003 Holdback 0.25% of the Purchase Price for the Mortgage Loans will be held back and paid to the Originators on the Servicing Transfer Date. Interest on the amount held back will accrue and be payable by the Purchaser on the Holdback Payment Date at a per annum rate equal to one-month LIBOR plus 0.25. Holdback Payment Date The date on which the requirements under this Agreement for the transfer of the Servicing Rights from the Servicer to the Purchaser have been completed to the reasonable satisfaction of the Purchaser. Additional Closing Conditions Satisfactory completion, in the sole discretion of the Purchaser, of its due diligence review of the Mortgage Loans to insure that they meet the requirements set forth in this Agreement The Purchase Price for each Mortgage Loan (inclusive of the Servicing Rights associated with such Mortgage Loan) listed on the related Mortgage Loan ScheduleSchedule shall be the Purchase Price Percentage, after application multiplied by the Stated Principal Balance of scheduled payments such Mortgage Loan as of principal due on or before the related Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment LetterDate. In addition to the Purchase Price as described above, the Purchaser shall pay to the SellerOriginators, at closingon the related Closing Date, accrued interest on the aggregate principal amount of each Mortgage Loan at the Mortgage Loans at the weighted average Mortgage Loan Remittance Interest Rate from the Cut-off related last Interest Paid to Date through the day prior to the related Closing Date, inclusive; provided, however, with respect to those Mortgage Loans for which interest has been paid through a date beyond the related Closing Date, such accrued interest owing to Originators shall be reduced by the amount of interest accruing on the Stated Principal Balance of each such Mortgage Loan at a rate equal to the Mortgage Interest Rate of such Mortgage Loan, from the related Closing Date to the day prior to the Interest Paid to Date for such Mortgage Loan, inclusive. The Purchase Price shall be reduced by the Recording Fee, multiplied by the number of Mortgage Loans that are not MERS Mortgage Loans. With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive (1except as otherwise described in this Agreement during the related Interim Servicing Period) all scheduled principal due the following items that are received or collected on or after the related Cut-off Date: (i) all payments and/or recoveries of principal, (2) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller), and (3ii) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate Loans, (minus that portion of any such payment which is allocable iii) all fees, prepayment penalties or premiums (subject to the period prior to the Cut-off DateSection 4.02). The principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rateiv) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaserall other Ancillary Income.

Purchase Price. The purchase price Purchase Price for the Mortgage Loans (the "Purchase Price") shall be equal to the percentage as stated in the Commitment Letter, sum of (i) [[Ÿ]]% multiplied by the aggregate principal balance, as Scheduled Principal Balance of the Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, plus (ii) accrued interest on the aggregate principal amount Scheduled Principal Balance of the Mortgage Loans at the weighted average Mortgage Loan Remittance Interest Rate of such Mortgage Loans from the Cut-off Date through to but not including such Closing Date (the day prior to “Purchase Price”). The Purchase Price as set forth in the preceding paragraph for the Mortgage Loans in a Mortgage Loan Package shall be paid on the Closing DateDate by wire transfer of immediately available funds. With respect to each Mortgage Loan, inclusive. The the Purchaser shall be entitled to (1) the principal portion of all scheduled principal Monthly Payments due after the Cut-off Date, (2) all other recoveries of principal collected on or after the Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before the Cut-off Date and collected by the Seller Servicer or any successor servicer after the Cut-off Date shall belong to the Seller), ) and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which that is allocable to the period prior to the Cut-off Date). The principal balance Scheduled Principal Balance of each Mortgage Loan as of the Cut-off Date is shall be determined after application of payments of principal due on or before the Cut-off Date Date, whether or not collected. Therefore, payments of scheduled principal and interest prepaid together with any unscheduled Principal Prepayments collected prior to the Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) Monthly Payments shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts Monthly Payments into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan in the related Mortgage Loans (the "Purchase Price") Loan Package shall be the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Agreement (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on the Mortgage Loan ScheduleLoans, after application of scheduled payments of principal due on or before the related Cut-off Date, to the extent such payments were actually received. The initial principal amount of the Mortgage Loans in the related Mortgage Loan Package shall be the aggregate principal balance of the Mortgage Loans, so computed as of the related Cut-off Date whether or not collectedas set forth on the related Mortgage Loan Schedule. The If so provided in the related Purchase Price may and Terms Agreement, portions of the Mortgage Loans shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate current principal amount of the Mortgage Loans in the related Mortgage Loan Package at the weighted average Mortgage Loan Remittance Interest Rate of those Mortgage Loans from the Cut-off Date related paid through date through the day date prior to the related Closing Date, inclusive. The Servicing Fee will not be applicable until the Closing Date. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid to the Seller by wire transfer of immediately available funds to an account designated by the Seller in writing. The Purchaser shall be entitled to (1l) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller)Date, and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not Date, to the extent actually collected. Therefore, together with any unscheduled principal prepayments collected prior to the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for paid prior to the related Cut-off Date, but to be applied on a Due Date due date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit cause any such prepaid amounts into to be remitted to the Custodial Account, which account is established for the benefit of the Purchaser Interim Servicer for subsequent remittance by the Seller to the Purchaser.

Purchase Price. (a) The purchase price Purchase Price for each Servicing Retained Mortgage Loan listed on the related Mortgage Loans (the "Purchase Price") Loan Schedule shall be the percentage of par as stated in the Commitment Letterrelated Confirmation (subject to adjustment as provided therein), multiplied by the aggregate principal balance, its Stated Principal Balance as of the related Cut-off Date. If so provided in the related Confirmation, portions of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Initial Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount Stated Principal Balance of each Servicing Retained Mortgage Loan as of the related Cut-off Date at its Net Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the related Cut-off Date through the day prior to the related Closing Date, both inclusive. The Purchaser shall own and be entitled to receive with respect to each Servicing Retained Mortgage Loan purchased, (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Servicing Retained Mortgage Loans at net of the Mortgage Loan Remittance Rate Servicing Fee (minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date). The principal balance Stated Principal Balance of each Servicing Retained Mortgage Loan as of the related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller to the Purchaser on the first related Distribution Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase Price. The purchase price for the Mortgage Loans (the "Purchase Price") Price shall be the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Agreement (subject to the adjustments as provided therein), multiplied by the aggregate principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due received on or before the related Cut-off Date. Notwithstanding the foregoing, if a Mortgage Loan prepays in full between the related Cut-off Date whether and the related Closing Date, inclusive, the Company shall either remove such Mortgage Loan from the Mortgage Loan Schedule or reimburse the Purchaser for the premium over par (if any) which the Purchaser paid within three (3) days of the related Closing Date. In addition, Purchaser will not collectedpurchase any Mortgage Loan that has not made a payment as of the date set forth in the related Purchase Price and Terms Agreement. The initial principal amount of the Mortgage Loans shall be the aggregate principal balance of such Mortgage Loans, so computed as of the related Cut-off Date. On each Closing Date, the Purchaser shall deduct from the Purchase Price may be adjusted as stated proceeds certain costs and expenses set forth in Article XIII or in the respective Commitment Letterrelated Purchase Price and Terms Agreement. In addition to the Purchase Price as described above, the Purchaser shall pay to the SellerCompany, at closingon the related Closing Date, accrued interest on the aggregate initial principal amount of the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the related Cut-off Date through the day prior to the related Closing Date, inclusive. The Purchase Price shall be paid on the related Closing Date by wire transfer of immediately available federal funds. The Purchaser shall be entitled to (1i) all scheduled principal due received after the related Cut-off Date, (2ii) all other recoveries of principal late charges, assumption fees or other charges collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller)Date, and (3iii) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date)Interest Rate. The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due received on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts All payments of principal and interest (minus interest at the Servicing Fee Rate) shall be due on the property first day of the Purchaser. The Seller month after the related Cut-off Date shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller belong to the Purchaser.

Purchase Price. The purchase price Purchase Price for the Mortgage Loans (the "Purchase Price") in a Mortgage Loan Package shall be equal to the sum of (a) the percentage of par as stated in the Commitment Letterrelated Purchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate principal balance, Scheduled Principal Balance of Mortgage Loans as of the Cut-off Date, of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the related Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in listed on the respective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, related Mortgage Loan Schedule plus (b) accrued interest on the aggregate principal amount Scheduled Principal Balance of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate of such Mortgage Loans from the related Cut-off Date through to but not including such Closing Date (the day prior to "Purchase Price"). If so provided in the Closing Daterelated Purchase Price and Terms Letter, inclusiveportions of the Mortgage Loans shall be priced separately. The Purchase Price as set forth in the preceding paragraph for the Mortgage Loans in a Mortgage Loan Package shall be paid on the related Closing Date by wire transfer of immediately available funds. With respect to each Mortgage Loan, the Purchaser shall be entitled to (1) the principal portion of all scheduled principal Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before the related Cut-off Date and collected by the Seller Servicer or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The principal balance Scheduled Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) Monthly Payments shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts Monthly Payments into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The In full consideration for the purchase price of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for GNMA Mortgage Loans, and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller on the Sale Date an amount (the “Base Purchase Price”) equal to (i) the product of (x) the aggregate outstanding principal balance of the Mortgage Loans (the "Purchase Price") shall be the percentage as stated in the Commitment Letter, multiplied by the aggregate principal balance, as of the Cut-off Off Date, of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the respective Commitment Letter. In addition to (y) the Purchase Price as described abovePercentage and (z) the Current Excess Servicing Spread Percentage plus (ii) $179,225.56, the Purchaser shall pay an amount equal to the Seller, at closing, accrued interest on the aggregate principal amount financing charge of the Mortgage Loans at Current Excess Servicing Spread for the weighted average Mortgage Loan Remittance Rate period from the Cut-off Date through the day prior Sale Date minus (iii) the product of the Current Excess Servicing Spread Percentage and the Prepay Deposit Amount. The Base Purchase Price shall be allocated by the Parties on the Sale Date to reflect the consideration for the purchase of the Current Excess Servicing Spread hereunder (the “Purchase Price”) and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for GNMA Mortgage Loans. In addition, on the first Distribution Date, Seller shall pay Purchaser, an adjustment to the Closing Date, inclusivePurchase Price equal to the Purchase Price Rebate Amount. The Parties shall treat any payment of the Purchase Price Rebate Amount pursuant to this Agreement as an adjustment to the Purchase Price for all purposes. Seller and Purchaser shall be entitled cooperate to (1) all scheduled principal due reconcile the Base Purchase Price within 10 Business Days after the Cut-off DateSale Date or soon as reasonably practical thereafter. In the event there is an adjustment or reconciliation of the Base Purchase Price (i) Seller shall pay to Purchaser (x) the amount, if any, by which the estimated Base Purchase Price paid on the Sale Date exceeds the reconciled Base Purchase Price plus (2y) all other recoveries interest on the applicable amount computed pursuant to clause (i)(x) above at the Federal Funds Rate for the period from the Sale Date to the date of principal collected after payment in full of such amount; or (B) Purchaser shall pay to the Cut-off Seller (x) the amount, if any, by which the Base Purchase Price exceeds the estimated Base Purchase Price, plus (y) interest on the amount computed pursuant to clause (B)(x) above at the Federal Funds Rate for the period from the Sale Date to the date of payment in full of such amount. Any adjustment amounts (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected including interest) shall be paid by the Seller after Purchaser or the Cut-off Date shall belong Seller, as applicable, to the Seller)other party within ten (10) Business Days from receipt of satisfactory written verification of amounts due. The Base Purchase Price shall be payable by the Purchaser to the Seller as follows: (a) 100% of the estimated Base Purchase Price allocable to the Mortgage Servicing Rights less the product of (x) Current Excess Servicing Spread Percentage and (y) the Holdback, shall be payable on the Sale Date, and (3b) all payments the Purchaser’s portion of interest the Holdback shall be released to Seller based on when the Seller is required to release the Holdback pursuant to the terms of the Purchase and Sale Agreement. To the extent that the aggregate Seller Purchase Price for Mortgage Loans at that prepay in full within ninety (90) days after the P&S Sale Date (other than Mortgage Loan Remittance Rate (minus that portion Loans prepaid through a refinancing provided by Seller or an affiliate, or in connection with a default by a mortgagor, including a short sale or acceptance of any such payment which is allocable to a deed-in-lieu of foreclosure) exceeds the period prior to Prepay Deposit Amount, the Cut-off Date). The principal balance of each Mortgage Loan as Seller shall pay the Purchaser the product of the Cut-off (i) the Current Excess Servicing Spread Percentage and (ii) the excess of (a) the aggregate Seller Purchase Price for such prepaid Mortgage Loans over (b) the Prepay Deposit Amount. To the extent that the aggregate Seller Purchase Price calculated ninety (90) days after the P&S Sale Date for such prepaid Mortgage Loans is determined less than the Prepay Deposit Amount, the Purchaser shall pay to Seller the product of (i) the Current Excess Servicing Spread Percentage and (ii) the excess of (a) the Prepay Deposit Amount over (b) such aggregate Seller Purchase Price for such Prepaid Mortgage Loans. Any such amounts shall be paid by Seller or Purchaser, as applicable, within 30 days after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as termination of the Cut-off ninety day period after the P&S Sale Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. (a) The purchase price Purchase Price for each Servicing Retained Mortgage Loan listed on the related Mortgage Loans (the "Purchase Price") Loan Schedule shall be the percentage of par as stated in the Commitment Letterrelated Confirmation (subject to adjustment as provided therein), multiplied by the aggregate principal balance, its Stated Principal Balance as of the related Cut-off Date. If so provided in the related Confirmation, portions of the Mortgage Loans listed on the Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may shall be adjusted as stated in the respective Commitment Letterpriced separately. In addition to the Purchase Price as described above, the Initial Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate principal amount Stated Principal Balance of each Servicing Retained Mortgage Loan as of the related Cut-off Date at its Net Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the related Cut-off Date through the day prior to the related Closing Date, both inclusive. The Purchaser shall own and be entitled to receive with respect to each Servicing Retained Mortgage Loan purchased, (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Servicing Retained Mortgage Loans at net of the Mortgage Loan Remittance Rate Servicing Fee (minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date). The principal balance Stated Principal Balance of each Servicing Retained Mortgage Loan as of the related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller Servicer shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller Servicer to the Purchaser on the first related Distribution Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.