Common use of Purchase Price Clause in Contracts

Purchase Price. The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website, multiplied by the aggregate Stated Principal Balance, as of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of Mortgage Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate from 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 such Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans 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 such Cut-off Date whether or not collected, 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 such Cut-off Date. Such prepaid amounts 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 each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable Cut-off Date, of the Mortgage Loans listed on the related attached Mortgage Loan Schedule or the UBS WebsiteSchedule, after application of scheduled payments of principal due on or before the applicable Cut-off Date, Date whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions The initial principal amount of the Mortgage Loans shall be priced separatelythe aggregate principal balance of the Mortgage Loans, so computed as of the Cut-off Date. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the 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 such Cut-off Date through of the day prior to the related Closing Date, inclusiveMortgage Loans. 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 such the Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the Cut-off Date and collected by the Seller or any successor servicer after such the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans 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 such the Cut-off Date whether or not collected, together with any unscheduled principal prepayments Principal Prepayments collected prior to such the 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 such the Cut-off Date. Such prepaid amounts 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 for each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter Confirmation (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or attached to the UBS Websiterelated Term Sheet, after application of scheduled payments of principal due on or before the applicable related Cut-off Date, Date whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions The initial principal amount of the Mortgage Loans shall be priced separatelythe aggregate principal balance of the Mortgage Loans, so computed as of the related 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 current Stated Principal Balance principal amount of the respective pool of each Mortgage Loans, Loan as of the applicable related Cut-off Date at the weighted average Mortgage Loan Remittance Rate of each Mortgage Loan from such 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 applicable related Closing Date by wire transfer of immediately available funds. The Purchaser shall be entitled to (1) all scheduled principal due after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the related Cut-off Date and collected by the Seller Company or any successor servicer to the Company after such the related Cut-off Date shall belong to the SellerCompany), and (3) all payments of interest on the Mortgage Loans 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 related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such the related Cut-off Date whether or not collected, together with any unscheduled principal prepayments collected prior to such the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts 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 each Mortgage Loan Package shall be the percentage of par as stated in or as otherwise calculated pursuant to the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balance, as of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, plus accrued interest on the current aggregate Stated Principal Balance of the respective pool of Mortgage Loans, as of the applicable Cut-off Date Loan Package at the weighted average Mortgage Loan Remittance Rate from such 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 initial principal amount of the preceding paragraph Mortgage Loans shall be paid the aggregate Stated Principal Balance of the Mortgage Loans, so computed as of the related Cut-off Date, after application of scheduled payments of principal due on or before the applicable Closing Date related Cut-off Date, whether or not collected (except with respect to Option ARM Mortgage Loans, in which case, to the extent received). Such payments shall be made to the account designated by the Company by wire transfer of to immediately available fundsfunds by 3:00 p.m., Charlotte, North Carolina time, on the related Closing Date. 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 applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such 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 such the related Cut-off Date and collected by the Seller Company or any successor servicer after such the related Cut-off Date shall belong to the Seller), Company) and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable at the Mortgage Loan Remittance Rate (minus that portion of any such payment which that is allocable to the period prior to the applicable related Cut-off Date). The outstanding principal balance Stated Principal Balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such the related Cut-off Date whether or not collected, collected together with any unscheduled principal prepayments collected prior to such the related 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 such 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 for each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter Agreement (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteSchedule, after application of scheduled payments of principal due on or before the applicable related Cut-off Date, whether or not collectedbut 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 and Terms Letter or the UBS WebsiteAgreement, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance principal amount of the respective pool of related Mortgage Loans, Loans as of the applicable related Cut-off Date at the weighted average Mortgage Loan Remittance Interest Rate from such Cut-off Date through the day prior to the related Closing Date, inclusiveof those Mortgage Loans. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on to the applicable Closing Date Seller by wire transfer of immediately available fundsfunds to an account designated by the Seller in writing. The Purchaser shall be entitled to (1l) all scheduled principal due after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller)Date, and (3) all payments of interest on the Mortgage Loans 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 related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such the related Cut-off Date whether or not Date, to the extent actually collected, 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 applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts 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 each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment the adjustments as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balancescheduled principal balance, as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteSchedule, after application of scheduled payments of principal due received on or before the applicable related Cut-off Date. The initial principal amount of the Mortgage Loans shall be the aggregate scheduled principal balance of such Mortgage Loans, whether so computed as of the related Cut-off Date. On each Closing Date, the Purchaser shall deduct from the Purchase Price proceeds certain costs and expenses set forth in Article XIII or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separatelyLetter. 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 current Stated Principal Balance initial principal amount of the respective pool of Mortgage Loans, as of the applicable Cut-off Date Loans at the weighted average Mortgage Loan Remittance Rate from such 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 applicable 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 applicable related Cut-off Date, (2ii) all other recoveries of principal late charges, assumption fees or other charges collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller)Date, and (3iii) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable (minus that portion of any such payment which is allocable to at the period prior to the applicable Cut-off Date)Mortgage Interest Rate. The outstanding principal balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due received on or before such Cut-off Date whether or not collected, together with any unscheduled principal prepayments collected prior to such the related Cut-off Date; provided, however, that . All payments of scheduled principal and interest prepaid for a Due Date beyond (minus interest at the applicable Servicing Fee Rate) due on the first day of the month after the related Cut-off Date shall not be applied to the principal balance as of such Cut-off Date. Such prepaid amounts 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 belong to the Purchaser.

Purchase Price. The Purchase Price for On each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website, multiplied by the aggregate Stated Principal Balance, as of the applicable Cut-off Closing Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the SellerCompany in consideration for the Mortgage Loans in the related Mortgage Loan Package, at closing, accrued interest on the current sum of (i) the Stated Principal Balance of the respective pool of Mortgage Loans multiplied by the Purchase Price Percentage, plus (ii) an amount equal to accrued interest on the Mortgage Loans at the Mortgage Loan Remittance Rate, from and including the Cut-Off Date through and including the day before the Closing Date. The payment by Purchaser shall be made by wire transfer before 4:00 pm, Eastern Time, in immediately available funds to an account designated by Company. If any miscalculation is reflected in the purchase price for the Mortgage Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate party benefiting from such Cut-off Date through error shall pay an amount sufficient to correct 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 fundserror. The Purchaser shall own and be entitled to receive with respect to each Mortgage Loan purchased, (1) all scheduled payments of principal due after the applicable Cut-off Date, (2) all other recoveries of principal collected on or after such the Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the Cut-off Date and collected by the Seller or any successor servicer Company after such the Cut-off Date shall belong to the SellerCompany), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable (minus that portion of any such interest payment which that is allocable to the period prior to the applicable Cut-off Date). The outstanding principal balance Stated Principal Balance of each Mortgage Loan as of the applicable Cut-off Date is determined after application to the reduction of principal, payments of principal due on or before such the Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; providedfor the purposes of this Agreement, 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 Stated Principal Balance as of such the Cut-off Date. Such prepaid amounts shall be the property of the Purchaser. The Seller All payments of principal and interest due on a Due Date following the 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 for each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter Agreement (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteLoans, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collectedto 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 related Purchase Price and Terms Letter or the UBS WebsiteAgreement, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance principal amount of the respective pool of related Mortgage Loans, Loans as of the applicable Cut-off Date at the weighted average Mortgage Interest Rate of those Mortgage Loans from the date through which interest on the Mortgage Loan Remittance Rate from such Cuthas been paid through (the "Paid-off Date through Date") 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 to the applicable Closing Date Seller by wire transfer of immediately available fundsfunds to an account designated by the Seller in writing. The Purchaser shall be entitled to (1l) all scheduled principal due after the applicable Cut-off Date, (2) all other recoveries of principal collected on or after such the Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller)Date, and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable (minus that portion of any such payment which is allocable to after the period prior to the applicable CutPaid-off through 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 such the Cut-off Date whether or not Date, to the extent actually collected, together with any unscheduled principal prepayments collected prior to such 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 applicable Cut-off Date shall not be applied to the principal balance as of such the Cut-off Date. Such prepaid amounts 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 for the Mortgage Loans (the "Purchase Price for each Mortgage Loan Price") shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS WebsiteCommitment Letter, multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteSchedule, after application of scheduled payments of principal due on or before the applicable Cut-off Date, Date whether or not collected. If so provided The Purchase Price may be adjusted as stated in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separatelyCommitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance aggregate principal amount of the respective pool of Mortgage Loans, as of the applicable Cut-off Date Loans at the weighted average Mortgage Loan Remittance Rate from such the 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 such the Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the Cut-off Date and collected by the Seller or any successor servicer after such the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable at the Mortgage Loan Remittance Rate (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 such the 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 such 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 each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter Agreement (subject to adjustment the adjustments as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteSchedule, after application of scheduled payments of principal due received on or before the applicable related Cut-off Date. Notwithstanding the foregoing, whether 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 which the Purchaser paid within five (5) days of the related Closing Date. In addition, Purchaser will not collected. If so provided purchase any Mortgage Loan that has not made a payment as of the date set forth in the related Purchase Price and Terms Letter or the UBS Website, portions Agreement. The initial principal amount of the Mortgage Loans shall be priced separatelythe 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 proceeds certain costs and expenses set forth in Article XIII or in the related 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 current Stated Principal Balance initial principal amount of the respective pool of Mortgage Loans, as of the applicable Cut-off Date Loans at the weighted average Mortgage Loan Remittance Interest Rate from such Cut-off Date the date interest was last received on the related Mortgage Loan through the day prior to the related Closing Date, inclusive. The Purchase Xxx Xxxxxxxx Price plus accrued interest as set forth in the preceding paragraph shall be paid on the applicable 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 applicable related Cut-off Date, (2ii) all other recoveries of principal late charges, assumption fees or other charges collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller)Date, and (3iii) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable (minus that portion of any such payment which is allocable to at the period prior to the applicable Cut-off Date)Mortgage Interest Rate. The outstanding principal balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due received on or before such Cut-off Date whether or not collected, together with any unscheduled principal prepayments collected prior to such the related Cut-off Date; provided, however, that . All payments of scheduled principal and interest prepaid for a Due Date beyond (minus interest at the applicable Servicing Fee Rate) due on the first day of the month after the related Cut-off Date shall not be applied to the principal balance as of such Cut-off Date. Such prepaid amounts 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 belong to the Purchaser.

Purchase Price. The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter Agreement (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteLoans, after application of scheduled payments of principal due on or before the applicable related Cut-off 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 and Terms Letter or the UBS WebsiteAgreement, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance principal amount of the respective pool of related Mortgage Loans, Loans as of the applicable related Cut-off Date at the weighted average Mortgage Loan Remittance Interest Rate of those Mortgage Loans, net of the Servicing Fee Rate, from such the 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 to the applicable Closing Date Seller by wire transfer of immediately available fundsfunds to an account designated by the Seller in writing. The Purchaser shall be entitled to (1) all scheduled principal due after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (providedDate, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans 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 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 applicable related Cut-off Date is determined after application of payments of principal due on or before such the related Cut-off Date Date, whether or not collected, 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 applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts 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 each Mortgage Loan shall be the percentage of par as stated defined in the related initial Purchase Price and Terms Letter (subject or the subsequent related Trade Confirmation as the Purchase Price Percentage(subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related in each Mortgage Loan Schedule or the UBS WebsitePackage, after application of scheduled payments of principal due on or before the applicable related Cut-off Date, Date whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions The initial principal amount of the Mortgage Loans shall be priced separatelythe aggregate principal balance of the Mortgage Loans, so computed as of the related 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 current Stated Principal Balance of the respective pool of Mortgage Loans, Loans as of the applicable related Cut-off Date at the weighted average Mortgage Loan Remittance Rate of the Mortgage Loans from such Cut-the 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 paragraphs shall be paid on the applicable related Closing Date by wire transfer of immediately available funds. The Purchaser shall be entitled to (1) all scheduled principal due after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the related Cut-off Date and collected by the Seller or any successor servicer after such the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans 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 related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such the related Cut-off Date whether or not collected, together with any unscheduled principal prepayments Principal Prepayments collected prior to such the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts 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 Package (the "Purchase Price") shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS WebsiteCommitment Letter, multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable related Cut-off Date, of the Mortgage Loans listed on in the related Mortgage Loan Schedule or the UBS WebsitePackage, after application of scheduled payments of principal for such related Loan Package due on or before the applicable related Cut-off Date, Date whether or not collected. If so provided The purchase price for a Loan Package may be adjusted as stated in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separatelyCommitment Letter. In addition to the Purchase Price as described abovePrice, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance initial principal amount of the respective pool of Mortgage Loans, as of the applicable Cut-off Date Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from such 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 With respect to each Loan Package, 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 related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the related Cut-off Date and collected by the Seller or any successor servicer after such the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the applicable related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such the related 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 due date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such 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 each Mortgage Loan listed on the related Loan Schedule shall be the percentage of par as stated in the related Purchase Price and Terms Letter Confirmation (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate its Stated Principal Balance, Balance as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteConfirmation, portions of the Mortgage Loans shall be priced 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 current Stated Principal Balance of the respective pool of Mortgage Loans, each Loan as of the applicable related Cut-off Date at the weighted average Mortgage its Net Loan Remittance Rate from such the related Cut-off Date through the day prior to the related Closing Date, inclusive. The Purchase Price plus accrued interest as both 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 preceding paragraph shall be paid on the applicable Closing Date by wire transfer of immediately available fundsrelated Confirmation). The Purchaser shall own and be entitled to receive with respect to each Loan purchased, (1) all scheduled principal due after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the related Cut-off Date and collected by the Seller or any successor servicer after such the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable the Servicing Fees and LPMI Rates, if applicable (Fee minus that portion of any such interest payment which that is allocable to the period prior to the applicable related Cut-off Date). The outstanding principal balance Stated Principal Balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before such the related Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; providedfor the purposes of this Agreement, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) 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 each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter Confirmation (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balance, as of the applicable related Cut-off Date, of the Mortgage Loans Loan listed on the related Mortgage Loan Schedule or attached to the UBS Websiterelated Term Sheet, after application of scheduled payments of principal due on or before the applicable related Cut-off Date, Date whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the SellerCompany, at closing, accrued interest on the current Stated Principal Balance of the respective pool of each Mortgage Loans, Loan as of the applicable related Cut-off Date at the weighted average Mortgage Loan Remittance Rate of each Mortgage Loan from such 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 applicable related Closing Date by wire transfer of immediately available funds. The Purchaser shall be entitled to (1) all scheduled principal due after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the related Cut-off Date and collected by the Seller Company or the Servicer or any successor servicer after such the related Cut-off Date shall belong to the SellerCompany), and (3) all payments of interest on the Mortgage Loans 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 related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such the related Cut-off Date whether or not collected, together with any unscheduled principal prepayments collected prior to such the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts 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 each Mortgage Loan listed on the related Mortgage Loan Schedule shall be the percentage of par as stated in the related Purchase Price and Terms Letter Confirmation (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate its Stated Principal Balance, Balance as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteConfirmation, portions certain of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Initial Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of each Mortgage Loans, Loan as of the applicable related Cut-off Date at the weighted average its Net Mortgage Loan Remittance Rate from such the related Cut-off Date through the day prior to the related Closing Date, both 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 own and be entitled to receive with respect to each Mortgage Loan purchased, (1) all scheduled principal due after the applicable related Cut-off Date, (2) all other recoveries of principal and any Prepayment Charges, unless otherwise specified in the related Confirmation, collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the related Cut-off Date and collected by the Seller or any successor servicer after such the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable at the Net Mortgage Rate (minus that portion of any such interest payment which that is allocable to the period prior to the applicable related Cut-off Date). The outstanding principal balance Stated Principal Balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before such the related Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; providedfor the purposes of this Agreement, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) 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 for each Mortgage Loan listed on the related Mortgage Loan Schedule shall be the percentage of par as stated in the related Purchase Price and Terms Commitment Letter (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate its Stated Principal Balance, Balance as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteCommitment Letter, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of Mortgage Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate from 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 own and be entitled to receive with respect to each Mortgage Loan purchased, (1) all scheduled principal due after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the related Cut-off Date and collected by the Seller or any successor servicer after such the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable (minus that portion of any such interest payment which that is allocable to the period prior to the applicable related Cut-off Date). The outstanding principal balance Stated Principal Balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before such the related Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; providedfor the purposes of this Agreement, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) 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 each Mortgage Loan shall be the percentage of par as stated calculated in accordance with the related Purchase Price and Terms Letter Agreement (subject to adjustment as provided therein) or ). The initial principal amount of the UBS Website, multiplied by related Mortgage Loans shall be the aggregate Stated Principal Balanceactual unpaid principal balance of the Mortgage Loans, so computed as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteAgreement, portions of the Mortgage Loans shall be priced 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 current Stated Principal Balance principal amount of the respective pool of related Mortgage Loans, Loans as of the applicable related Cut-off Date at the weighted average Mortgage Loan Remittance Interest Rate from such Cut-off Date through the day prior to the related Closing Date, inclusiveof those Mortgage Loans. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on to the applicable Closing Date Seller by wire transfer of immediately available fundsfunds to an account designated by the Seller in writing. The Purchaser shall be entitled to (1) all scheduled principal due after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller)Date, and (3) all payments of interest on the Mortgage Loans 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 related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such the related Cut-off Date whether or not Date, to the extent actually collected, 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 applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts 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 in each Mortgage Loan Package shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein( the "Purchase Price Percentage") or the UBS Website, multiplied by the aggregate Stated Principal Balance, as of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of Mortgage Loans, as of the applicable related Cut-off Date. Purchaser will pay to Seller accrued interest on the Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date at the weighted average its Mortgage Loan Remittance Rate from such the related Cut-off Date through up to and including the day prior to preceding the related Closing Date, inclusive. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid prorated on the applicable Closing Date by wire transfer basis of immediately available fundsa 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 applicable Cut-off Date, (2b) all other recoveries of principal collected on or after such the Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the Cut-off Date and collected by Seller after the Seller or any successor servicer after such Cut-off Date shall belong to the Seller), and (3c) all payments of interest on the Mortgage Loans net of applicable the Servicing Fees and LPMI Rates, if applicable Fee (minus that portion of any such interest payment which that is allocable to the period prior to the applicable Cut-off Date). The outstanding principal balance Stated Principal Balance of each Mortgage Loan as of the applicable Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before such the Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; providedfor the purposes of this Agreement, 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 such the Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) 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 for each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter Agreement (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balanceactual unpaid principal balance, as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteSchedule, after application of scheduled payments of principal due on or before the applicable related Cut-off Date, whether or not collectedbut 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 and Terms Letter or the UBS WebsiteAgreement, portions of the Mortgage Loans shall be priced 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 current Stated Principal Balance aggregate actual unpaid principal amount of the respective pool of related Mortgage Loans, Loans as of the applicable related Cut-off Date at the weighted average Mortgage Loan Remittance Interest Rate from such Cut-off Date through the day prior to the related Closing Dateof those Mortgage Loans, inclusivenet of any applicable Servicing Fees. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on to the applicable Closing Date Seller by wire transfer of immediately available fundsfunds to an account designated by the Seller in writing. The Purchaser shall be entitled to (1) all scheduled principal due after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller)Date, and (3) all payments of interest on the Mortgage Loans 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 related Cut-off Date). The outstanding actual unpaid principal balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such the related Cut-off Date whether or not Date, to the extent actually collected, 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 applicable related Cut-off Date shall not be applied to the actual unpaid principal balance as of such the related Cut-off Date. Such prepaid amounts 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 each Mortgage Loan in a Mortgage Loan Package shall be the percentage of par as stated in the related Purchase Price and Terms Letter Agreement (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Actual Principal Balance, as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteClosing Schedule, after application of scheduled payments of principal due actually received on or before the applicable related Cut-off Date. The initial principal amount of the Mortgage Loans shall be the aggregate Actual Principal Balance of the Mortgage Loans, whether or not collectedso computed as of the related Cut-off Date as set forth on the related Mortgage Loan Schedule. If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteAgreement, portions of the Mortgage Loans shall be priced 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 current Stated Principal Balance principal amount of the respective pool of Mortgage Loans, Loans in the related Mortgage Loan Package as of the applicable related Cut-off Date at the weighted average Mortgage Interest Rate of those Mortgage Loans from the date through which interest on the Mortgage Loan Remittance Rate from such Cuthas been paid (the "Paid-off Date 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 on to the applicable Closing Date Seller by wire transfer of immediately available fundsfunds to an account designated by the Seller in writing. The 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 applicable Cut-related Cut off Date, (2) all other recoveries of principal prepayment penalties, assumption fees or other charges collected on or after such the related Cut-off Date (providedDate, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage 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 (net of applicable the Servicing Fees and LPMI Rates, if applicable (minus that portion of any such payment which is allocable to Fee) after the period prior to the applicable Cut-off Closing 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 such Cut-off Date whether or not collected, 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 such Cut-off Date. Such prepaid amounts 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 each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteSchedule, after application of scheduled payments of principal due on or before the applicable 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, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteLetter, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance initial principal amount of the respective pool related Mortgage Loans at the weighted average interest rate of those Mortgage Loans, as net of interest at the applicable Servicing Fee Rate and LPMI Rate, if applicable, from the related Cut-off Date at the weighted average Mortgage Loan Remittance Rate from such Cut-off Date through to 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 (1l) all scheduled principal due after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the related Cut-off Date and collected by the Seller or any successor servicer after such the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable interest at the Servicing Fees Fee Rate and LPMI RatesRate, if applicable (minus that portion of any such payment which is allocable to the period prior to the applicable related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such the related 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 due date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such 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 for each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter Agreement (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteSchedule, after application of scheduled payments of principal due on or before the applicable related Cut-off 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 and Terms Letter or the UBS WebsiteAgreement, portions of the Mortgage Loans shall be priced 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 current Stated Principal Balance principal amount of the respective pool of related Mortgage Loans, Loans as of the applicable related Cut-off Date at the weighted average Mortgage Loan Remittance Interest Rate from such Cut-off Date through the day prior to the related Closing Date, inclusiveof those Mortgage Loans. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on to the applicable Closing Date Seller by wire transfer of immediately available fundsfunds to an account designated by the Seller in writing. The Upon Seller’s receipt of the related Purchase Price, the Purchaser shall be entitled to (1) all scheduled principal due after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller)Date, and (3) all payments of interest on the Mortgage Loans 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 related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such the related Cut-off Date whether or not Date, to the extent actually collected, 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 applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts 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 Package (the "Purchase Price") shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS WebsiteCommitment Letter, multiplied by the aggregate Stated Principal Balancescheduled principal balance, as of the applicable related Cut-off Date, of the Mortgage Loans listed on in the related Mortgage Loan Schedule or the UBS WebsitePackage, after application of scheduled payments of principal for such related Loan Package due on or before the applicable such Cut-off Date, Date whether or not collected. If so provided The Purchase Price for a Loan Package may be adjusted as stated in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separatelyCommitment Letter. In addition to the Purchase Price as described abovePrice, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance aggregate scheduled principal amount of the respective pool of related Mortgage Loans, as of the applicable Cut-off Date Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from such 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 With respect to each Loan Package, 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 such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the related Cut-off Date and collected by the Seller or any successor servicer after such the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the applicable related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such the related 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 related Cut-off Date shall not be applied to the principal balance as of such 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 each Mortgage Loan listed on the related Loan Schedule shall be the percentage of par as stated in the related Purchase Price and Terms Letter Confirmation (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate its Stated Principal Balance, Balance as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteConfirmation, portions of the Mortgage Loans shall be priced 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 current Stated Principal Balance of the respective pool of Mortgage Loans, each Loan as of the applicable related Cut-off Date at the weighted average Mortgage its Net Loan Remittance Rate from such the related Cut-off Date through the day prior to the related Closing Date, inclusive. The Purchase Price plus accrued interest as both 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 preceding paragraph shall be paid on the applicable Closing Date by wire transfer of immediately available fundsrelated Confirmation). The Purchaser shall own and be entitled to receive with respect to each Loan purchased, (1) all scheduled principal due after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the related Cut-off Date and collected by the Seller or any successor servicer Servicer after such the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable the Servicing Fees and LPMI Rates, if applicable (Fee minus that portion of any such interest payment which that is allocable to the period prior to the applicable related Cut-off Date). The outstanding principal balance Stated Principal Balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before such the related Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; providedfor the purposes of this Agreement, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) 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 each Mortgage Loan listed on the related Mortgage Loan Schedule shall be the percentage of par as stated in the related Purchase Price and Terms Commitment Letter (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate its Stated Principal Balance, Balance as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteCommitment Letter, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of each Mortgage Loans, Loan as of the applicable related Cut-off Date at the weighted average its Mortgage Loan Remittance Interest Rate from such the related Cut-off Date through the day prior to the related Closing Date, both inclusive. The Purchase Price plus accrued interest as set forth in , less the preceding paragraph shall be paid Servicing Fee, pro rated on the applicable Closing Date by wire transfer basis of immediately available fundsa 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 applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the related Cut-off Date and collected by the Seller or any successor servicer after such the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable the Servicing Fees and LPMI Rates, if applicable Fee (minus that portion of any such interest payment which that is allocable to the period prior to the applicable related Cut-off Date). The outstanding principal balance Stated Principal Balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before such the related Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; providedfor the purposes of this Agreement, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) 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 each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website, multiplied by the aggregate Stated Principal Balance, as of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separately. In addition equal to (a) the Purchase Price as described above, Percentage multiplied by the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of Mortgage Loans, as of the applicable Cut-off Date Balance, plus (b) accrued and unpaid interest on such principal balance at the weighted average Mortgage Loan Remittance Interest Rate (net of the Servicing Fee) of those Mortgage Loans from such 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, 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 be 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 plus accrued interest as set forth in the preceding paragraph so determined shall be paid to the Seller on the applicable related Closing Date by wire transfer of immediately available fundsfunds to an account designated by the Seller in writing. The Purchaser shall be entitled to (1l) all scheduled principal due paid after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller)Date, and (3) all payments of interest on the Mortgage Loans 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 related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such the related Cut-off Date whether or not Date, to the extent actually collected, together with any unscheduled principal prepayments collected prior to such 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 applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts 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 each Mortgage Loan On the first Business Day following the Agreement Date, Purchaser shall be pay Seller an amount (the percentage “Deposit”) equal to the product of par as stated (i) $24,241,315 and (ii) Current Excess Servicing Spread Percentage, without any of the adjustments provided in the related Purchase Price and Terms Letter Sale Agreement for such calculation, as an xxxxxxx money deposit. In full consideration for the purchase 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 (subject the “Base Purchase Price”) equal to adjustment as provided thereinthe product of (x) or the UBS Website, multiplied by the aggregate Stated Principal Balance, as of the applicable Cut-off Date, outstanding principal balance of the Mortgage Loans listed on as of the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separately. 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 current Stated Principal Balance of first Business Day following the respective pool of Mortgage Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate from 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 Agreement Date, (2b) all other recoveries 50% of principal collected the estimated Base Purchase Price net of the Deposit shall be payable on or after such Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off the Sale Date and collected by (c) the Seller or any successor servicer after such Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable (minus that portion of any such payment which is allocable the Base Purchase Price that has not been paid 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 such Cut-off Date whether or not collected, 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 Seller by Purchaser as of such Cut-off date, including with respect to Mortgage Loans that have prepaid between the Sale Date and the Servicing Transfer Date. Such prepaid amounts , plus interest thereon at the Federal Funds Rate for the period from the Sale Date to the Servicing Transfer Date shall be payable on the property of the PurchaserServicing Transfer Date. 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 each Mortgage Loan listed on the related Mortgage Loan Schedule shall be the percentage of par as stated in the related Purchase Price and Terms Commitment Letter (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate its Stated Principal Balance, Balance as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteCommitment Letter, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of Mortgage Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate from 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 own and be entitled to receive with respect to each Mortgage Loan purchased, (1) all scheduled principal due after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the related Cut-off Date and collected by the Seller or any successor servicer after such the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable the Servicing Fees and LPMI Rates, if applicable Fee (minus that portion of any such interest payment which that is allocable to the period prior to the applicable related Cut-off Date). The outstanding principal balance Stated Principal Balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before such the related Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; providedfor the purposes of this Agreement, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) 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 each type of Mortgage Loan shall be equal the sum of (a) the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Scheduled Principal Balance, as Balance of the applicable Cut-off Date, each type of the Mortgage Loans Loan listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, plus (b) accrued interest on such Mortgage Loans from the current Stated Principal Balance of the respective pool of Mortgage Loans, as of the applicable Cut-off Date at to but not including the weighted average Mortgage Loan Remittance Rate from such Cut-off Closing Date through (collectively, the day prior to the related Closing Date, inclusive"Purchase Price"). 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 With respect to each Mortgage Loan, the Purchaser shall be entitled to (1) all scheduled principal Scheduled Payments due after the applicable Cut-off Off Date, (2) all other recoveries of principal collected on or after such the Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before such the Cut-off Date and collected by the Seller Servicer or any successor servicer after such the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans 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 Scheduled 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 such the Cut-off Date whether or not collected, together with any unscheduled principal prepayments Principal Prepayments collected prior to such the Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid Monthly Payments for a Due Date beyond the applicable Cut-off Date shall not be applied to the principal balance as of such the Cut-off Date. Such prepaid amounts 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 Price” for each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS WebsiteTerm Sheet, multiplied by the aggregate Stated Principal Balance, as of the applicable related Cut-off Date, of the Mortgage Loans Loan listed on the related Mortgage Loan Schedule or attached to the UBS Websiterelated Term Sheet, after application of scheduled payments of principal due on or before the applicable related Cut-off Date, Date whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the SellerCompany, at closing, accrued interest on the current Stated Principal Balance of the respective pool of each Mortgage Loans, Loan as of the applicable related Cut-off Date at the weighted average Mortgage Loan Remittance Rate of each Mortgage Loan from such 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 applicable related Closing Date by wire transfer of immediately available funds. The Purchaser shall be entitled to (1) all scheduled principal due after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the related Cut-off Date and collected by the Seller Company or any successor servicer after such the related Cut-off Date shall belong to the SellerCompany), and (3) all payments of interest on the Mortgage Loans 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 related Cut-off Date). The outstanding principal balance Stated Principal Balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such the related Cut-off Date whether or not collected, together with any unscheduled principal prepayments collected prior to such the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) 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 each the Mortgage Loans in a Mortgage Loan Package shall be equal to the sum of (a) the percentage of par as stated in the related Purchase Price and Terms Letter or UBS Website (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balance, Balance as of the applicable related Cut-off Date, Off Date of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application plus (b) an amount equal to accrued interest on the aggregate Stated Principal Balance of scheduled payments the Mortgage Loans at the weighted average Mortgage Interest Rate of principal due on or before such Mortgage Loans from the applicable related Cut-off Date, whether or Date to but not collectedincluding the related Closing Date (assuming 30/360) (the “Purchase Price”). If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separately. In addition to addition, on the Purchase Price as described above, related Closing Date the Purchaser Company shall pay to the Seller, at closing, accrued interest on Purchaser the current Stated Principal Balance costs and fees expected to be associated with the recording of the respective pool an Assignment of Mortgage Loans, as of the applicable Cut-off Date at the weighted average with respect to each Mortgage Loan Remittance Rate from (such Cut-off Date through the day prior to amount may be set forth in the related Closing Date, inclusivePurchase Price and Terms Letter or UBS Website). The Purchase Price plus accrued interest as set forth in the preceding paragraph for the Mortgage Loans in a Mortgage Loan Package shall be paid on the applicable related Closing Date by wire transfer of immediately available funds. The With respect to each Mortgage Loan, the Purchaser shall be entitled to (1) all scheduled recoveries of principal due collected after the applicable related Cut-off Date, and (2) all other recoveries of principal collected on or after such Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans 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 related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of Such Monthly Payments due on Due Date following the applicable related Cut-off Off Date is determined after application of payments of principal due on or before such Cut-off Date whether or not collected, 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 such Cut-off Date. Such prepaid amounts 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 each Mortgage Loan Package (the "Purchase Price") shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS WebsiteCommitment Letter, multiplied by the aggregate Stated Principal Balancescheduled principal balance, as of the applicable related Cut-off Date, of the Mortgage Loans listed on in the related Mortgage Loan Schedule or the UBS WebsitePackage, after application of scheduled payments of principal for such related Loan Package due on or before the applicable such Cut-off Date, Date whether or not collected. If so provided The Purchase Price for a Loan Package may be adjusted as stated in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separatelyCommitment Letter. In addition to the Purchase Price as described abovePrice, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance aggregate scheduled principal amount of the respective pool of related Mortgage Loans, as of the applicable Cut-off Date Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from such 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 With respect to each Loan Package, 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 such the Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the Cut-off Date and collected by the Seller or any successor servicer after such the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable at the Mortgage Loan Remittance Rate (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 such the 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 such 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 for each Mortgage Loan Price") shall be the percentage of par as stated set forth in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS WebsiteCommitment Letter, multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteSchedule, after application of scheduled payments of principal due on or before the applicable Cut-off Date, Date whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website., portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, plus accrued interest on each Mortgage, at its respective Mortgage Interest Rate from the current Stated Principal Balance of the respective pool of Mortgage Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate from such Cut-off Date through to and including, 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 such the Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the Cut-off Date and collected by the Seller or any successor servicer after such the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable at the Mortgage Loan Remittance Rate (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 such the 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 such 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 each Mortgage Loan listed on the related Mortgage Loan Schedule shall be the percentage of par Purchase Price Percentage as stated in the related Purchase Price and Terms Commitment Letter (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate its Stated Principal Balance, Balance as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteCommitment Letter, portions of the each Mortgage Loans Loan Package shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of each Mortgage Loans, Loan as of the applicable related Cut-off Date at the weighted average related Mortgage Loan Remittance Rate from such the related Cut-off Date through the day prior to the related Closing Date, both inclusive. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid , pro-rated on the applicable Closing Date by wire transfer basis of immediately available fundsa 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 applicable Cut-off Date, (2b) all other recoveries of principal collected on or after such the Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the Cut-off Date and collected by Seller after the Seller or any successor servicer after such Cut-off Date shall belong to the Seller), and (3c) all payments of interest on the Mortgage Loans net of applicable the Servicing Fees and LPMI Rates, if applicable Fee (minus that portion of any such interest payment which that is allocable to the period prior to the applicable Cut-off Date). The outstanding principal balance Stated Principal Balance of each Mortgage Loan as of the applicable Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before such the Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; providedfor the purposes of this Agreement, 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 such the Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) 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 for each Mortgage Loan listed on the related Mortgage Loan Schedule shall be the percentage of par as stated in the related Purchase Price and Terms Commitment Letter (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate its Stated Principal Balance, Balance as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteCommitment Letter, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Initial Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of each Mortgage Loans, Loan as of the applicable related Cut-off Date at its Mortgage Interest Rate, net of the weighted average Mortgage Loan Remittance Rate Servicing Fee, from such the related Cut-off Date through the day prior to the related Closing Date, both 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 own and be entitled to receive with respect to each Mortgage Loan purchased, (1) all scheduled principal due after the applicable Cut-related Cut off Date, (2) all other recoveries of principal collected on or after such Cut-the related Cut off Date (provided, however, that all scheduled payments of principal due on or before such Cut-the related Cut off Date and collected by the Seller or any successor servicer after such Cut-the related Cut off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable the Servicing Fees and LPMI Rates, if applicable Fee during the Preliminary Servicing Period (minus that portion of any such interest payment which that is allocable to the period prior to the applicable Cut-related Cut off Date). The outstanding principal balance Stated Principal Balance of each Mortgage Loan as of the applicable Cut-related Cut off Date is determined after application to the reduction of principal of payments of principal due on or before such Cut-the related Cut off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; providedfor the purposes of this Agreement, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the applicable Cut-related Cut off Date shall not be applied to the principal balance as of such Cut-the related Cut off Date. Such prepaid amounts (minus the applicable Servicing Fee) 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 for each Mortgage Loan Price") shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS WebsiteCommitment Letter, multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteSchedule, after application of scheduled payments of principal due on or before the applicable Cut-off Date, Date whether or not collected. If so provided The Purchase Price may be adjusted as stated in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separatelyCommitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance initial principal amount of the respective pool of Mortgage Loans, as of the applicable Cut-off Date Loans at the weighted average Mortgage Loan Remittance Rate from such the 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 such the Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the Cut-off Date and collected by the Seller or any successor servicer after such the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable at the Mortgage Loan Remittance Rate (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 such the 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 due date beyond the applicable Cut-off Date shall not be applied to the principal balance as of such 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 each Mortgage Loan in the related Mortgage Loan Package shall be the percentage of par as stated in the related Purchase Price and Terms Letter Agreement (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteClosing Schedule, after application of scheduled payments of principal due actually received on or before the applicable related Cut-off Date. The initial principal amount of the Mortgage Loans shall be the aggregate principal balance of the Mortgage Loans, whether or not collectedso computed as of the related Cut-off Date as set forth on the related Mortgage Loan Schedule. If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteAgreement, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance principal amount of the respective pool of Mortgage Loans, Loans in the related Mortgage Loan Package as of the applicable 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 such Cuthas been paid (the "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 on to the applicable Closing Date Seller by wire transfer of immediately available fundsfunds to an account designated by the Seller in writing. The With respect to the Mortgage Loans in a Mortgage Loan Package, the Purchaser shall be entitled to (1) all scheduled recoveries of principal due collected after the applicable related Cut-off Date, and (2) all other recoveries of principal collected on or after such Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable (minus that portion of any such payment which is allocable to after the period prior to the applicable related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such Cut-off Date whether or not collected, 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 such Cut-off Date. Such prepaid amounts 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 each the Mortgage Loans in a Mortgage Loan Package shall be equal to the sum of (a) the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Scheduled Principal Balance, as Balance of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or plus (b) accrued interest on the UBS Website, after application aggregate Scheduled Principal Balance of scheduled payments the Mortgage Loans at the weighted average Mortgage Interest Rate of principal due on or before such Mortgage Loans from the applicable Cut-off Date, whether or Date to but not collectedincluding such Closing Date (the “Purchase Price”). If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteLetter, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of Mortgage Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate from 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 for the Mortgage Loans in a Mortgage Loan Package shall be paid on the applicable Closing Date by wire transfer of immediately available funds. The 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 applicable Cut-off Date, (2) all other recoveries of principal collected on or after such the Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before such the Cut-off Date and collected by the Seller Servicer or any successor servicer after such the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans 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 Scheduled 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 such the Cut-off Date whether or not collected, together with any unscheduled principal prepayments Principal Prepayments collected prior to such the Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid Monthly Payments for a Due Date beyond the applicable Cut-off Date shall not be applied to the principal balance as of such the Cut-off Date. Such prepaid amounts 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 Price”) shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS WebsiteCommitment Letter, multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteSchedule, after application of scheduled payments of principal due on or before the applicable Cut-off Date, Date whether or not collected. If so provided The Purchase Price may be adjusted as stated in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separatelyCommitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance initial principal amount of the respective pool of Mortgage Loans, as of the applicable Cut-off Date Loans at the weighted average Mortgage Loan Remittance Rate from such the 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 such the Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the Cut-off Date and collected by the Seller or any successor servicer after such the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable at the Mortgage Loan Remittance Rate (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 such the 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 due date beyond the applicable Cut-off Date shall not be applied to the principal balance as of such 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 each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter Agreement (subject to adjustment the adjustments as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balance, as of the applicable Cut-off Date, Balance of the Mortgage Loans listed on included in the related Mortgage Loan Schedule or Package. Notwithstanding the UBS Websiteforegoing, after application of scheduled payments of principal due on or before if a Mortgage Loan prepays in full between the applicable related Cut-off Date and the related Closing Date, whether 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 collected. If so provided purchase any Mortgage Loan that has not made a payment as of the date set forth in the related Purchase Price and Terms Letter or the UBS Website, portions Agreement. The initial principal amount of the Mortgage Loans shall be priced separatelythe 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 proceeds certain costs and expenses set forth in Article XIII or in the related 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 current Stated Principal Balance of the respective pool of Mortgage Loans, Loans as of the applicable related Cut-off Date at the weighted average Mortgage Loan Remittance Interest Rate from such Cut-off Date the date interest was last received on the related Mortgage Loan 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 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 applicable related Cut-off Date, (2ii) all other recoveries of principal late charges, assumption fees or other charges collected on or after such the related Cut-off Date (providedDate, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such 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 net of applicable Servicing Fees and LPMI Rates, if applicable (minus that portion of any such payment which is allocable to at the period prior to the applicable Cut-off Date)Mortgage Interest Rate. The outstanding principal balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due received on or before such Cut-off Date whether or not collected, together with any unscheduled principal prepayments collected prior to such the related Cut-off Date; provided, however, that . All payments of scheduled principal and interest prepaid for a Due Date beyond (minus interest at the applicable Servicing Fee Rate) due on the first day of the month after the related Cut-off Date shall not be applied to the principal balance as of such Cut-off Date. Such prepaid amounts 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 belong to the Purchaser.

Purchase Price. The Purchase Price for each Mortgage Loan listed on the related Mortgage Loan Schedule shall be the percentage of par as stated in the related Purchase Price and Terms Letter Confirmation (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate its Stated Principal Balance, Balance as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteConfirmation, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Initial Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of each Mortgage Loans, Loan as of the applicable related Cut-off Date at its Net Mortgage Interest Rate less the weighted average Mortgage Loan Remittance Servicing Fee Rate from such the related Cut-off Date through the day prior to the related Closing Date, both 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 own and be entitled to receive with respect to each Mortgage Loan purchased, (1) all scheduled principal due after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the related Cut-off Date and collected by the Seller or any successor servicer after such the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable the Servicing Fees and LPMI Rates, if applicable Fee (minus that portion of any such interest payment which that is allocable to the period prior to the applicable related Cut-off Date). The outstanding principal balance Stated Principal Balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before such the related Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; providedfor the purposes of this Agreement, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) 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 for each Mortgage Loan Price") shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Websiterespective Commitment Letter, multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteSchedule, after application of scheduled payments of principal due on or before the applicable Cut-off Date, Date whether or not collected. If so provided The Purchase Price may be adjusted as stated in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separatelyrespective Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance initial principal amount of the respective pool of Mortgage Loans, as of the applicable Cut-off Date Loans at the weighted average Mortgage Loan Remittance Rate from such the 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 such the Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the Cut-off Date and collected by the Seller or any successor servicer after such the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable at the Mortgage Loan Remittance Rate (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 such the 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 such 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 each Mortgage Loan listed on the related Mortgage Loan Schedule shall be the percentage amount determined pursuant to the terms of par as stated in the related Purchase Price and Terms Commitment Letter (subject to adjustment as provided therein) or the UBS Website, multiplied by the aggregate Stated Principal Balance, as of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected). If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteCommitment Letter, portions of the Mortgage Loans shall be priced separately. The Purchase Price less the Holdback Amount shall be remitted by the Initial 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 current Stated Actual Principal Balance of the respective pool of each Mortgage Loans, Loan as of the applicable Cut-off Date at the weighted average its Mortgage Loan Remittance Interest Rate from such the Cut-off Date through to but not including 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 own and be entitled to receive with respect to each Mortgage Loan purchased, (1) all scheduled principal due after the applicable Cut-off Date, (2) all other recoveries of principal collected on or after such the Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the Cut-off Date and collected by the Seller or any successor servicer Interim Servicer after such the Cut-off Date shall belong to the SellerCompany), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable at the Mortgage Interest Rate (minus that portion of any such interest payment which is allocable to the period that was due on or prior to the applicable Cut-off Date)) and (4) all Prepayment Charges on the Mortgage Loans collected on or after the Closing Date. The outstanding principal balance Actual Principal Balance of each Mortgage Loan as of the applicable Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before such the Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; providedfor the purposes of this Agreement, 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 such the Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) 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 purchase price for the Mortgage Loans (the “Purchase Price for each Mortgage Loan Price”) shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS WebsiteCommitment Letter, multiplied by the aggregate Stated Principal Balancescheduled principal balance, as of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteSchedule, after application of scheduled payments of principal due on or before the applicable Cut-off Date, Date whether or not collected. If so provided The Purchase Price may be adjusted as stated in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separatelyCommitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance aggregate scheduled principal amount of the respective pool of Mortgage Loans, as of the applicable Cut-off Date Loans at the weighted average Mortgage Loan Remittance Rate from such the 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 such the Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the Cut-off Date and collected by the Seller or any successor servicer after such the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable at the Mortgage Loan Remittance Rate (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 such the 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 such 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 Price and Sale Agreement for each 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 percentage 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 of par as stated in the related 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 and Terms Letter Price”) equal to the product of (subject to adjustment as provided thereinx) or the UBS Website, multiplied by the aggregate Stated Principal Balance, as of the applicable Cut-off Date, outstanding principal balance of the Mortgage Loans listed as of the Cut-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 related 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 Loan Schedule Loans. The Base Purchase Price shall be payable by the Purchaser to the Seller as follows: (a) the Deposit shall be payable on the first Business Day following the Agreement Date, (b) 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 Sale Date or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Subsequent Sale Date, whether 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 not collectedSubsequent Sale Date, as applicable, 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 Sale Date or Subsequent Sale Date, as applicable, to such Servicing Transfer Date or between such Servicing Transfer Dates, shall be payable on the Servicing Transfer Date. If so provided The Seller shall deliver the Schedule of Mortgage Loans no later ten (10) Business Days after the Sale Date and any Subsequent Sale Date, as applicable. In the event there is an adjustment and reconciliation of the 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 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 related terms of the Purchase and Sale Agreement and this Agreement, the Base Purchase Price and Terms Letter or Purchase Price to be paid hereunder related to the UBS WebsiteCurrent Excess Servicing Spreads to be sold on such Subsequent Sale Date shall be paid on such Subsequent Sale Date, portions 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 Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance portion of the respective pool of Mortgage Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate from such Cut-off Date through the day prior to the related Closing Date, inclusive. The Purchase Price plus accrued interest as xxxxxxx money deposit set forth in the preceding first 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 such Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable (minus that portion of any such payment which is allocable to the period prior Section 3.01 with respect 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 such Cut-off Date whether or not collected, 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 such Cut-off Date. Such prepaid amounts 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 PurchaserServicing Agreements.

Purchase Price. The Purchase Price for each the Mortgage Loans in a Mortgage Loan Package shall be equal to the sum of (a) the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Scheduled Principal Balance, Balance of Mortgage Loans as of the applicable related Cut-off Date, of the Mortgage Loans Date listed on the related Mortgage Loan Schedule or plus (b) accrued interest on the UBS Website, after application aggregate Scheduled Principal Balance of scheduled payments the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate of principal due on or before such Mortgage Loans from the applicable related Cut-off Date, whether or Date to but not collectedincluding such Closing Date (the “Purchase Price”). If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteLetter, portions of the each Mortgage Loans Loan Package shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of Mortgage Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate from 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 for the Mortgage Loans in a Mortgage Loan Package shall be paid on the applicable related Closing Date by wire transfer of immediately available funds. The 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 applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before such the related Cut-off Date and collected by the Seller or any successor servicer after such the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable at the related Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the applicable related Cut-off Date). The outstanding principal balance Scheduled Principal Balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such the related Cut-off Date whether or not collected, together with any unscheduled principal prepayments Principal Prepayments collected prior to such the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid Monthly Payments for a Due Date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts 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 each the Mortgage Loans in a Mortgage Loan Package shall be equal to the sum of (a) the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Scheduled Principal Balance, as Balance of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or plus (b) accrued interest on the UBS Website, after application aggregate Scheduled Principal Balance of scheduled payments the Mortgage Loans at the weighted average Mortgage Interest Rate of principal due on or before such Mortgage Loans from the applicable Cut-off Date, whether or Date to but not collectedincluding such Closing Date (the “Purchase Price”). If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteLetter, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of Mortgage Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate from 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 for the Mortgage Loans in a Mortgage Loan Package shall be paid on the applicable Closing Date by wire transfer of immediately available funds. The 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 applicable Cut-off Date, (2) all other recoveries of principal collected on or after such the Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before such the Cut-off Date and collected by the Seller Servicer or any successor servicer after such the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable at the related Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the applicable Cut-off Date). The outstanding principal balance Scheduled 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 such the Cut-off Date whether or not collected, together with any unscheduled principal prepayments Principal Prepayments collected prior to such the Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid Monthly Payments for a Due Date beyond the applicable Cut-off Date shall not be applied to the principal balance as of such the Cut-off Date. Such prepaid amounts 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 each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balance, as of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteSchedule, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteLetter, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of Mortgage Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate from 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 such Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans 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 such Cut-off Date whether or not collected, 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 such Cut-off Date. Such prepaid amounts 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 each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable Cut-off Date, of the Mortgage Loans listed on the related attached Mortgage Loan Schedule or the UBS WebsiteSchedule, after application of scheduled payments of principal due on or before the applicable Cut-off Date, Date whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions The initial principal amount of the Mortgage Loans shall be priced separatelythe aggregate principal balance of the Mortgage Loans, so computed as of the Cut-off Date. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the 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 of the Mortgage Loans from such Cut-the 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 such the Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the Cut-off Date and collected by the Seller or any successor servicer after such the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans 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 such the Cut-off Date whether or not collected, together with any unscheduled principal prepayments Principal Prepayments collected prior to such the 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 such the Cut-off Date. Such prepaid amounts 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 In full consideration for the purchase 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 for each Mortgage Loan shall be Price”) equal to the percentage product of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided thereinx) or the UBS Website, multiplied by the aggregate Stated Principal Balance, as of the applicable Cut-off Date, outstanding principal balance of the Mortgage Loans listed on as of the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separately. 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 current Stated Principal Balance Closing Date to reflect the consideration for the purchase of the respective pool of 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, as of . On the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate from such Cut-off Date through the day prior to the related Closing Date, inclusive. The Purchaser and Other Purchasers shall also pay a supplemental purchase price (the “Supplemental Purchase Price”) equal to the product of (i) $85 million and (ii) a fraction, the numerator of which is the sum of the “Base Purchase Prices” payable by Purchaser and Other Purchasers, as applicable, under (and as defined in) each Sale Agreement (other than the Base Purchase Price plus accrued interest as set forth in payable pursuant to the preceding paragraph shall be paid Sale Agreement relating to GNMA Mortgage Loans) on the applicable Closing Date and the denominator of which is the purchase price payable by wire transfer Seller to ResCap to acquire the Mortgage Servicing Rights on the Closing Date pursuant to the Asset Purchase Agreement (other than the portion of immediately available fundsthe purchase price payable pursuant to the Asset Purchase Agreement relating to GNMA Mortgage Loans). The Purchaser and Other Purchasers shall be entitled to (1) all scheduled principal due after allocate the applicable Cut-off Date, (2) all other recoveries of principal collected on or after such Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller Supplemental Purchase Price under each or any successor servicer after such Cut-off Date shall belong of the Sale Agreements and Future Spread Agreements (other than pursuant to the Seller), and (3Sale Agreement or Future Spread Agreement relating to GNMA Mortgage Loans) all payments of interest on the Mortgage Loans 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 such Cut-off Date whether or not collected, 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 such Cut-off Date. Such prepaid amounts 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 purchase price for the Mortgage Loans (the "Purchase Price for each Mortgage Loan Price") shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS WebsiteCommitment Letter, multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteSchedule, after application of scheduled payments of principal due on or before the applicable Cut-off Date, Date whether or not collected. If so provided The Purchase Price may be adjusted as stated in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separatelyCommitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance aggregate principal amount of the respective pool of Mortgage Loans, as of the applicable Cut-off Date Loans at the weighted average Mortgage Loan Remittance Rate from such the 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 such the Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the Cut-off Date and collected by the Seller or any successor servicer after such the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable at the Mortgage Loan Remittance Rate (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 such the 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 such 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 each the Mortgage Loans in a Mortgage Loan Package shall be equal to the sum of (a) the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Scheduled Principal Balance, Balance of Mortgage Loans as of the applicable related Cut-off Date, of the Mortgage Loans Date listed on the related Mortgage Loan Schedule or plus (b) accrued interest on the UBS Website, after application aggregate Scheduled Principal Balance as of scheduled payments of principal due on or before the applicable related Cut-off Date, whether or Date of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate of such Mortgage Loans from the related Cut-off Date to but not collectedincluding such Closing Date (the "Purchase Price"). If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteLetter, portions of the each Mortgage Loans Loan Package shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of Mortgage Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate from 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 for the Mortgage Loans in a Mortgage Loan Package shall be paid on the applicable related Closing Date by wire transfer of immediately available funds. The 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 applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before such the related Cut-off Date and collected by the Seller or any successor servicer after such the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable at the related Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the applicable related Cut-off Date). The outstanding principal balance Scheduled Principal Balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such the related Cut-off Date whether or not collected, together with any unscheduled principal prepayments Principal Prepayments collected prior to such the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid Monthly Payments for a Due Date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts 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. (a) The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment only as provided therein) or 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 UBS Website, multiplied by Facilities are the aggregate Stated Principal Balance, responsibility of the 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 applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans Closing Date shall be priced separatelycharged 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, and Purchaser shall receive a credit for such deposits at the Closing. 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 current Stated Principal Balance 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 respective pool of Mortgage Loans, as of Assignment to the applicable Cut-off Date Mortgage Loan Assignee at the weighted average Closing. If Purchaser elects to pay the Emeritus Mortgage Loan Remittance Rate from such Cut-off Date through in full at the day Closing, Purchaser must provide, not less than two (2) Business Days prior to the related Closing Date, inclusive. The Purchase Price plus accrued interest as set forth written notice to Sellers of any such election, and, in the preceding paragraph shall be paid on the applicable Closing Date by wire transfer absence of immediately available funds. The 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 applicable Cut-off Date, (2) all other recoveries of principal collected on or after such Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by Emeritus Mortgage Loan. Purchaser shall identify the Seller or any successor servicer after such 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 net of applicable Servicing Fees and LPMI Rates, if applicable (minus that portion of any such payment which is allocable to the period Business Days prior to the applicable Cut-off Closing Date). The outstanding 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 Emeritus Mortgage Loan irrespective of the failure of Purchaser to satisfy any applicable Cut-off Date is determined after application of payments of principal due on or before such Cut-off Date whether or not collectedprepayment notice requirements, together with any unscheduled principal prepayments collected and to deliver a payoff letter to Purchaser at least three (3) Business Days prior to such Cut-off the Closing 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 such Cut-off Date. Such prepaid amounts 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 each the Mortgage Loan Loans shall be equal to [ ]% (the percentage of par as stated in the related "Purchase Price and Terms Letter (subject to adjustment as provided thereinPercentage") or the UBS Website, multiplied by the aggregate Stated Principal Balanceoutstanding principal balance of the Mortgage Loans actually purchased, as of the applicable Cut-off Date, after application of payments of principal and interest due on the Mortgage Loans listed on the related Mortgage Loan Schedule whether or the UBS Website, after application of scheduled not such payments of principal due were received on or before the applicable Cut-off Date, whether or not collected. If so provided in plus the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of Mortgage Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate (as defined herein) from such Cut-off Date the last paid installment date through the day prior to the related Closing Date, inclusive. The 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 adjusted based upon a Buyup ratio of [ ]:1 and a Buydown ratio of [ ]:1 (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 balance 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 whether or not such payments were received on or before the Cut-off Date, plus the accrued interest at the Mortgage Loan Remittance Rate (as defined herein) from the last paid installment date through the day prior to the Closing Date, inclusive. The Purchase Price plus accrued interest as set forth in the preceding paragraph or Adjusted Purchase Price shall be paid on to the applicable Closing Date Seller in immediately available funds 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 such Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans 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 Closing 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 such Cut-off Date whether or not collected, 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 such Cut-off Date. Such prepaid amounts 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 MSR XIII LLC shall act as Purchaser for each 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 percentage 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 of par as stated in the related 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 and Terms Letter Price”) equal to the product of (subject to adjustment as provided thereinx) or the UBS Website, multiplied by the aggregate Stated Principal Balance, as of the applicable Cut-off Date, outstanding principal balance of the Mortgage Loans listed as of the Cut-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 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 Loan Schedule or Loans. The Base Purchase Price shall be payable by the UBS Website, after application Purchaser to the Seller as follows: (a) 50% of scheduled payments the estimated Base Purchase Price net of principal due on or before the portion of the Deposit with respect to the applicable Cut-off 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, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions MSR XIII LLC shall pay any unused portion of the Mortgage Loans shall be priced separatelyDeposit to MSR XII LLC. In addition to On the Purchase Price as described aboveTermination Date, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance any unused portion of the respective pool of Mortgage Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate from 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 Deposit shall be paid on the applicable Closing Date by wire transfer of immediately available funds. The Purchaser shall be entitled Seller to (1) all scheduled principal due after the applicable Cut-off Date, (2) all other recoveries of principal collected on or after such Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans 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 such Cut-off Date whether or not collected, 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 such Cut-off Date. Such prepaid amounts 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 Purchase Price for each Mortgage Loan On the first Business Day following the Agreement Date, Purchaser shall be pay Seller an amount (the percentage “Deposit”) equal to the product of par as stated (i) $21,358,151 and (ii) Current Excess Servicing Spread Percentage, without any of the adjustments provided in the related Purchase Price and Terms Letter Sale Agreement for such calculation, as an xxxxxxx money deposit. In full consideration for the purchase 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 (subject the “Base Purchase Price”) equal to adjustment as provided thereinthe product of (x) or the UBS Website, multiplied by the aggregate Stated Principal Balance, as of the applicable Cut-off Date, outstanding principal balance of the Mortgage Loans listed on as of the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separately. 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 current Stated Principal Balance of first Business Day following the respective pool of Mortgage Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate from 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 Agreement Date, (2b) all other recoveries 50% of principal collected the estimated Base Purchase Price net of the Deposit shall be payable on or after such Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off the Sale Date and collected by (c) the Seller or any successor servicer after such Cut-off Date shall belong portion of the Base Purchase Price with respect to the Seller), and (3) all payments of interest Mortgage Servicing Rights transferred on the Mortgage Loans net of applicable such Servicing Fees and LPMI Rates, if applicable (minus Transfer Date that portion of any such payment which is allocable has not been paid 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 such Cut-off Date whether or not collected, 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 Seller by Purchaser as of such Cut-off Date. Such date, including with respect to Mortgage Loans that have prepaid amounts between either (x) the 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 Sale Date to such Servicing Transfer Date or between such Servicing Transfer Dates, shall be payable on the property of the PurchaserServicing Transfer Date. 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 each the Mortgage Loans in a Mortgage Loan Package shall be equal to the sum of (a) the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Scheduled Principal Balance, Balance of Mortgage Loans as of the applicable related Cut-off Date, of the Mortgage Loans Date listed on the related Mortgage Loan Schedule or plus (b) accrued interest on the UBS Website, after application aggregate Scheduled Principal Balance of scheduled payments the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate of principal due on or before such Mortgage Loans from the applicable related Cut-off Date, whether or Date to but not collectedincluding such Closing Date (the "Purchase Price"). If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteLetter, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of Mortgage Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate from 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 for the Mortgage Loans in a Mortgage Loan Package shall be paid on the applicable related Closing Date by wire transfer of immediately available funds. The 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 applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before such the related Cut-off Date and collected by the Seller Servicer or any successor servicer after such the related Cut-off Date shall belong to the Seller), and (3) all payments of interest at the Mortgage Loan Remittance Rate on the Mortgage Loans 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 related Cut-off Date). The outstanding principal balance Scheduled Principal Balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such the related Cut-off Date whether or not collected, together with any unscheduled principal prepayments Principal Prepayments collected prior to such the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid Monthly Payments for a Due Date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts 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 each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter Agreement (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteLoans, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collectedto 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 related Purchase Price and Terms Letter or the UBS WebsiteAgreement, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance principal amount of the respective pool of related Mortgage Loans, Loans as of the applicable Cut-off Date at the weighted average Net Mortgage Loan Remittance Interest Rate of those Mortgage Loans from such the 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 to the applicable Closing Date Seller by wire transfer of immediately available fundsfunds to an account designated by the Seller in writing. The Purchaser shall be entitled to (1l) all scheduled principal due after the applicable Cut-off Date, (2) all other recoveries of principal collected on or after such the Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller)Date, and (3) all payments of interest on the Mortgage Loans 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 such the Cut-off Date whether or not Date, to the extent actually collected, together with any unscheduled principal prepayments collected prior to such 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 applicable Cut-off Date shall not be applied to the principal balance as of such the Cut-off Date. Such prepaid amounts 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 for each Mortgage Loan Package shall be the percentage of par as stated in or as otherwise calculated pursuant to the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website), multiplied by plus accrued interest on the aggregate Stated Principal Balancescheduled 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 amount of the Mortgage Loans shall be the aggregate principal balance of the Mortgage Loans, so computed as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable related Cut-off Off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans Such payments shall be priced separately. In addition made to the Purchase Price as described above, account designated by the Purchaser shall pay Company by wire transfer to the Seller, at closing, accrued interest immediately available funds by 1:00 Eastern Standard Time on the current Stated Principal Balance of the respective pool of Mortgage Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate from 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 related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the related Cut-off Date and collected by the Seller Company or any successor servicer after such the related Cut-off Date shall belong to the SellerCompany), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable at the Mortgage Loan Remittance Rate (minus that portion of any such payment which that is allocable to the period prior to the applicable related Cut-off Date). The outstanding scheduled principal balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such the related Cut-off Date whether or not collected, collected together with any unscheduled principal prepayments collected prior to such the related 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 such 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. The contents of each Servicing File are and shall be held in trust by the Company for the benefit of the Purchaser for subsequent remittance as the owner thereof. Possession of each Servicing File by the Seller Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File and Servicing File shall vest immediately in the Purchaser, and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Company shall vest immediately in the Purchaser and shall be retained and maintained by the Company, in trust, at the will of the Purchaser and only in such custodial capacity. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company’s servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03 or 6.02. All such costs associated with the release, transfer and re-delivery to the Company shall be the responsibility of the Purchaser.

Purchase Price. The Purchase Price for each Mortgage Loan in a Mortgage Loan Package shall be the percentage of par as stated in the related Purchase Price and Terms Letter Agreement (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteClosing Schedule, after application of scheduled payments of principal due actually received on or before the applicable related Cut-off Date. The initial principal amount of the Mortgage Loans in a Mortgage Loan Package shall be the aggregate principal balance of the related Mortgage Loans, whether or not collectedso computed as of the related Cut-off Date as set forth on the related Mortgage Loan Schedule. If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteAgreement, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance principal amount of the respective pool of Mortgage Loans, Loans in the related Mortgage Loan Package as of the applicable related Cut-off Date at the weighted average the weighted average Mortgage Loan Remittance Interest Rate of such Mortgage Loans (net of the Servicing Fee Rate) from such Cut-off Date the date to which interest was last paid 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 to the applicable Closing Date Seller by wire transfer of immediately available fundsfunds to an account designated by the Seller in writing. The Purchaser shall be entitled to (1) all scheduled recoveries of principal due collected after the applicable related Cut-off Date, and (2) all other recoveries of principal collected on or after such Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees received on and LPMI Rates, if applicable (minus that portion of any such payment which is allocable to after the period prior to the applicable Cut-off related Closing Date). The outstanding principal balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such the related 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 due date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such 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 each Mortgage Loan listed on the related Mortgage Loan Schedule shall be the percentage of par as stated in the related Purchase Price and Terms Letter Confirmation (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate its Stated Principal Balance, Balance as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteConfirmation, portions certain of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Initial Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of each Mortgage Loans, Loan as of the applicable related Cut-off Date at the weighted average its Net Mortgage Loan Remittance Rate from such the related Cut-off Date through the day prior to the related Closing Date, both 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 own and be entitled to receive with respect to each Mortgage Loan purchased, (1) all scheduled principal due after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the related Cut-off Date and collected by the Seller or any successor servicer after such the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable at the Net Mortgage Rate (minus that portion of any such interest payment which that is allocable to the period prior to the applicable related Cut-off Date). The outstanding principal balance Stated Principal Balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before such the related Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; providedfor the purposes of this Agreement, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) 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 In consideration for each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website, multiplied by the aggregate Stated Principal Balance, as sale of the applicable Cut-off Date, of the Mortgage Loans listed Servicing on the related Mortgage Loan Schedule or Sale Date and upon the UBS Website, after application terms and conditions of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described abovethis Agreement, the Purchaser shall pay to the Seller, at closing, accrued interest on Purchase Price less the current Stated Principal Balance Deposit which it paid in accordance with the Sale Procedures. The purchase price for the Servicing shall be 0.6531% of the respective pool unpaid principal balance of the Mortgage Loans, Loans as of the applicable close of business on the Sale Date plus all of the Accounts Receivable due to the Seller (the “Purchase Price”). For purposes of payment of the Purchase Price on the Sale Date, the calculation of the Purchase Price and the Accounts Receivable shall be determined as of the Cut-off Date at the weighted average Mortgage Loan Remittance Rate from such Cut-off Date through the day prior Date. Subject to the related Closing Date, inclusive. The Purchase Price plus accrued interest adjustment as set forth in the preceding paragraph following paragraph, such payment shall be paid made by the Purchaser on the applicable Closing Sale Date by wire transfer of immediately available fundsfunds 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 Purchaser Purchase Price [and the amount of the Accounts Receivable reimbursement] shall be entitled adjusted to (1) all scheduled reflect any change in the principal due after balance of the applicable Cut-off Date, (2) all other recoveries of principal collected on or after such Mortgage Loans and the Accounts Receivable compared to the Cut-off Date (providedbalances. In the event that the Purchase Price calculated on the Reconciliation Date is greater than the Purchase Price calculated on the Sale Date, howeverthe Purchaser, that all scheduled payments on the Business Day following the Reconciliation Date, shall pay by wire transfer of principal due immediately available funds to the Seller the difference between the Purchase Price paid on or before such Cut-off the Sale Date and collected 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 deliver to the Purchaser 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 or any successor servicer after such Cut-off Date shall belong to and the Seller), and (3) all payments of interest Purchase Price calculated on the Mortgage Loans 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 Reconciliation 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 such Cut-off Date whether or not collected, 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 such Cut-off Date. Such prepaid amounts 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 each Mortgage Loan shall be the percentage of par Purchase Price Percentage as stated in the related Purchase Price and Terms Letter Confirmation (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balance, as of the applicable related Cut-off Date, of the Mortgage Loans Loan listed on the related Mortgage Loan Schedule or the UBS Websiteattached as Exhibit I, after application of scheduled payments of principal due on or before the applicable related Cut-off Date, Date whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the SellerCompany, at closing, accrued interest on the current Stated Principal Balance of the respective pool of each Mortgage Loans, Loan as of the applicable related Cut-off Date at the weighted average Mortgage Loan Remittance Rate of each Mortgage Loan from such 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 applicable related Closing Date by wire transfer of immediately available funds. The Purchaser shall be entitled to (1) all scheduled principal due after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the related Cut-off Date and collected by the Seller Company or any successor servicer after such the related Cut-off Date shall belong to the SellerCompany), and (3) all payments of interest on the Mortgage Loans 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 related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such the related Cut-off Date whether or not collected, together with any unscheduled principal prepayments collected prior to such the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts 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 each Mortgage Loan listed on the related Mortgage Loan Schedule shall be the percentage of par as stated in or otherwise calculated pursuant to the related Purchase Price and Terms Letter Trade Confirmation (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate its Stated Principal Balance, Balance as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteTrade Confirmation, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the SellerCompany, at closing, accrued interest on the current Stated Principal Balance of the respective pool of each Mortgage Loans, Loan as of the applicable related Cut-off Date at the weighted average Mortgage Loan Remittance Interest Rate from such the related Cut-off Date through the day prior to the related Closing Date, both inclusive. The Purchase Price plus accrued interest as set forth in With respect to each Mortgage Loan (other than Option ARM Mortgage Loans) purchased, the preceding paragraph shall be paid on the applicable Closing Date by wire transfer of immediately available funds. The Purchaser shall own and be entitled to receive: (1a) the principal portion of all scheduled principal Monthly Payments due (or received in the case of the Option ARM Mortgage Loans) after the applicable Cut-off Date, Date and (2b) all other payments and/or recoveries of principal collected on or after such the applicable Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the applicable Cut-off Date and collected by the Seller or any successor servicer Servicer after such the applicable Cut-off Date shall shall, except in the case of the Option ARM Mortgage Loans, belong to the Seller), Company) and (3c) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable at the Mortgage Loan Remittance Rate (minus that portion of any such payment which that is allocable to the period prior to the applicable related Cut-off Date)) and (4) all Prepayment Premiums. The outstanding principal balance Stated Principal Balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such the related Cut-off Date whether or not collected, collected together with any unscheduled principal prepayments collected prior to such the related 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 such the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate and any LPMI Fee Rate, if applicable) 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 for each the Mortgage Loans in a Mortgage Loan Package shall be equal to the sum of (a) the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Scheduled Principal Balance, Balance of Mortgage Loans as of the applicable related Cut-off Date, of the Mortgage Loans Date listed on the related Mortgage Loan Schedule or plus (b) accrued interest on the UBS Website, after application aggregate Scheduled Principal Balance as of scheduled payments of principal due on or before the applicable related Cut-off Date, whether or Date of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate of such Mortgage Loans from the related Cut-off Date to but not collectedincluding such Closing Date (the "Purchase Price"). If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteLetter, portions of the each Mortgage Loans Loan Package shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of Mortgage Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate from 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 for the Mortgage Loans in a Mortgage Loan Package shall be paid on the applicable related Closing Date by wire transfer of immediately available funds. The 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 applicable related Cut-off Date, (2) all other recoveries of principal and any Prepayment Penalties collected on or after such the related Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments and any Prepayment Penalties due on or before such the related Cut-off Date and collected by the Seller or any successor servicer after such the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable at the related Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the applicable related Cut-off Date). The outstanding principal balance Scheduled Principal Balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such the related Cut-off Date whether or not collected, together with any unscheduled principal prepayments Principal Prepayments collected prior to such the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid Monthly Payments for a Due Date beyond the applicable Cut-related Cut- off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts 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 Account for the benefit of the Purchaser for subsequent remittance by the Seller to the PurchaserPurchaser on the first related Remittance Date.

Purchase Price. The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter Confirmation (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balance, as of the applicable related Cut-off Date, of the Mortgage Loans Loan listed on the related Mortgage Loan Schedule or attached to the UBS Websiterelated Term Sheet, after application of scheduled payments of principal due on or before the applicable related Cut-off Date, Date whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the SellerCompany, at closing, accrued interest on the current Stated Principal Balance of the respective pool of each Mortgage Loans, Loan as of the applicable related Cut-off Date at the weighted average Mortgage Loan Remittance Rate of each Mortgage Loan from such 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 applicable related Closing Date by wire transfer of immediately available funds. The Purchaser shall be entitled to (1A) all scheduled principal due after the applicable related Cut-off Date, (2B) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the related Cut-off Date and collected by Servicer on behalf of the Seller Company or any successor servicer to the Company after such the related Cut-off Date shall belong to the SellerCompany), and (3C) all payments of interest on the Mortgage Loans 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 related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such the related Cut-off Date whether or not collected, together with any unscheduled principal prepayments collected prior to such the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts 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 for each the Mortgage Loans in a Mortgage Loan Package shall be equal to the sum of (a) the percentage of par as stated in the related Purchase Price and Terms Confirmation Letter (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balance, Balance of Mortgage Loans as of the applicable related Cut-off Date, of the Mortgage Loans Date listed on the related Mortgage Loan Schedule or plus (b) accrued interest on the UBS Website, after application aggregate Stated Principal Balance as of scheduled payments of principal due on or before the applicable related Cut-off Date of the related Mortgage Loans at the weighted average Mortgage Interest Rate of such Mortgage Loans from the related Cut-off Date to but not including such Closing Date, whether or net of the Servicing Fee, from the related Cut-off Date to but not collectedincluding such Closing Date (the “Purchase Price”). If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteConfirmation Letter, portions of the each Mortgage Loans Loan Package shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of Mortgage Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate from 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 for the Mortgage Loans in a Mortgage Loan Package shall be paid by the Initial Purchaser to the Seller on the applicable related Closing Date by wire transfer of immediately available funds. The With respect to each Mortgage Loan purchased, the Initial Purchaser shall own and be entitled to receive: (1a) all scheduled payments and/or recoveries of principal due collected after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller), and (3b) all payments of interest on such Mortgage Loan net of the related Servicing Fee, and (c) all Prepayment Penalties on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable (minus that portion of any such payment which is allocable to collected on or after the period prior to the applicable Cut-off Date). The outstanding principal balance For the purposes of each Mortgage Loan as of the applicable Cut-off Date is determined after application of payments of principal due on or before such Cut-off Date whether or not collectedthis Agreement, together with any unscheduled principal prepayments collected if received prior to such the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the applicable Cut-off related Closing Date shall not be applied to reduce the principal balance Stated Principal Balance of the related Mortgage Loan as of such Cut-off Closing Date. Such prepaid amounts 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 PurchaserSeller.

Purchase Price. The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter Agreement (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteLoans, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collectedto 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 related Purchase Price and Terms Letter or the UBS WebsiteAgreement, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance principal amount of the respective pool of related Mortgage Loans, Loans which are less than 60 days delinquent as of the applicable Cut-off Date at the weighted average Net Mortgage Loan Remittance Interest Rate of those Mortgage Loans from such the Cut-off Date through the day prior to the related 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 on to the applicable Closing Date Seller by wire transfer of immediately available fundsfunds to an account designated by the Seller in writing. The Purchaser shall be entitled to (1l) all scheduled principal due after the applicable Cut-off Date, (2) all other recoveries of principal collected on or after such the Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller)Date, and (3) all payments of interest on the Mortgage Loans 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 such the Cut-off Date whether or not Date, to the extent actually collected, together with any unscheduled principal prepayments collected prior to such 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 applicable Cut-off Date shall not be applied to the principal balance as of such the Cut-off Date. Such prepaid amounts 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 for each Mortgage Loan listed on the related Loan Schedule shall be the percentage of par as stated in the related Purchase Price and Terms Letter Confirmation (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate its Stated Principal Balance, Balance as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteConfirmation, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Initial Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of Mortgage Loans, each Loan as of the applicable related Cut-off Date at the weighted average Mortgage its Net Loan Remittance Rate from such the related Cut-off Date through the day prior to the related Closing Date, both 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 own and be entitled to receive with respect to each Loan purchased, (1) all scheduled principal due after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the related Cut-off Date and collected by the Seller or any successor servicer after such the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable the Servicing Fees and LPMI Rates, if applicable (Fee minus that portion of any such interest payment which that is allocable to the period prior to the applicable related Cut-off Date). The outstanding principal balance Stated Principal Balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before such the related Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; providedfor the purposes of this Agreement, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) 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 each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable Cut-off Date, of the Mortgage Loans listed on the related attached Mortgage Loan Schedule or the UBS WebsiteSchedule, after application of scheduled payments of principal due on or before the applicable Cut-off Date, Date whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions The initial principal amount of the Mortgage Loans shall be priced separatelythe aggregate principal balance of the Mortgage Loans, so computed as of the Cut-off Date. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance principal amount of the respective pool of Mortgage Loans, Loans as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate from such Cut-off Date through of the day prior to the related Closing Date, inclusiveMortgage Loans. 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 such the Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the Cut-off Date and collected by the Seller or any successor servicer after such the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans 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 such the Cut-off Date whether or not collected, together with any unscheduled principal prepayments Principal Prepayments collected prior to such the 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 such the Cut-off Date. Such prepaid amounts 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 for the Mortgage Loans (the “Purchase Price for each Mortgage Loan Price”) shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS WebsiteCommitment Letter, multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteSchedule, after application of scheduled payments of principal due on or before the applicable Cut-off Date, Date whether or not collected. If so provided The Purchase Price may be adjusted as stated in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separatelyCommitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance initial principal amount of the respective pool of Mortgage Loans, as of the applicable Cut-off Date Loans at the weighted average Mortgage Loan Remittance Rate from such the 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 such the Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the Cut-off Date and collected by the Seller or any successor servicer after such the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable at the Mortgage Loan Remittance Rate (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 such the 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 such 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 each Mortgage Loan in a Mortgage Loan Package shall be equal to the sum of (a) the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Scheduled Principal Balance, Balance of such Mortgage Loan as of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or plus (b) accrued interest on the UBS Website, after application Scheduled Principal Balance of scheduled payments of principal due such Mortgage Loan at the Mortgage Interest Rate for such Mortgage Loan as listed on or before the applicable related Mortgage Loan Schedule from the Cut-off Date, whether or Date to but not collectedincluding such Closing Date (the "Purchase Price"). If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteLetter, portions of the Mortgage Loans shall be priced separately. In addition to the The aggregate Purchase Price as described above, for the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of Mortgage Loans, as of the applicable Cut-off Date at the weighted average Loans in a Mortgage Loan Remittance Rate from 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 Package shall be paid on the applicable related Closing Date by wire transfer of immediately available funds. The 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 applicable Cut-off Date, (2) all other recoveries of principal collected on or after such the Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before such the Cut-off Date and collected by the Seller Servicer or any successor servicer after such the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the applicable Cut-off Date). The outstanding principal balance Scheduled 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 such the Cut-off Date whether or not collected, together with any unscheduled principal prepayments Principal Prepayments collected prior to such the Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid Monthly Payments for a Due Date beyond the applicable Cut-off Date shall not be applied to the principal balance as of such the Cut-off Date. Such prepaid amounts 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. (a) The Purchase Price for each Servicing Retained Mortgage Loan listed on the related Mortgage Loan Schedule shall be the percentage of par as stated in the related Purchase Price and Terms Letter Confirmation (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate its Stated Principal Balance, Balance as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteConfirmation, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Initial Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of each Servicing Retained Mortgage Loans, Loan as of the applicable related Cut-off Date at the weighted average its Net Mortgage Loan Remittance Rate from such the related Cut-off Date through the day prior to the related Closing Date, both 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 own and be entitled to receive with respect to each Servicing Retained Mortgage Loan purchased, (1) all scheduled principal due after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the related Cut-off Date and collected by the Seller or any successor servicer after such the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Servicing Retained Mortgage Loans net of applicable the Servicing Fees and LPMI Rates, if applicable Fee (minus that portion of any such interest payment which that is allocable to the period prior to the applicable related Cut-off Date). The outstanding principal balance Stated Principal Balance of each Servicing Retained Mortgage Loan as of the applicable related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before such the related Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; providedfor the purposes of this Agreement, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) 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 each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter Agreement (subject to adjustment the adjustments as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteSchedule, after application of scheduled payments of principal due received on or before the applicable related Cut-off Date. Notwithstanding the foregoing, whether if a Mortgage Loan prepays in full between the related Cut-off Date 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 collected. If so provided purchase any Mortgage Loan that has not made a payment as of the date set forth in the related Purchase Price and Terms Letter or the UBS Website, portions Agreement. The initial principal amount of the Mortgage Loans shall be priced separatelythe 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 proceeds certain costs and expenses set forth in Article XIII or in the related 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 current Stated Principal Balance initial principal amount of the respective pool of Mortgage Loans, as of the applicable Cut-off Date Loans at the weighted average Mortgage Loan Remittance Rate from such 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 applicable 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 applicable related Cut-off Date, (2ii) all other recoveries of principal late charges, assumption fees or other charges collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller)Date, and (3iii) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable (minus that portion of any such payment which is allocable to at the period prior to the applicable Cut-off Date)Mortgage Interest Rate. The outstanding principal balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due received on or before such Cut-off Date whether or not collected, together with any unscheduled principal prepayments collected prior to such the related Cut-off Date; provided, however, that . All payments of scheduled principal and interest prepaid for a Due Date beyond (minus interest at the applicable Servicing Fee Rate) due on the first day of the month after the related Cut-off Date shall not be applied to the principal balance as of such Cut-off Date. Such prepaid amounts 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 belong to the Purchaser.

Purchase Price. The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter Agreement (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteSchedule, after application of scheduled payments of principal due on or before the applicable related Cut-off Date, whether or not collectedbut only to the extent such payments were actually received. If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteAgreement, portions of the Mortgage Loans shall be priced 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 current Stated Principal Balance principal amount of the respective pool of related Mortgage Loans, Loans as of the applicable related Cut-off Date at the weighted average Mortgage Loan Remittance Interest Rate from such Cut-off Date through the day prior of those Mortgage Loans; provided, that, Purchaser shall not pay more than 30 days’ interest with respect to the related Closing Date, inclusiveany Mortgage Loan. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on to the applicable Closing Date Seller by wire transfer of immediately available fundsfunds 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. 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 such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller)Date, and (32) all payments of interest on the Mortgage Loans 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)Loans. The outstanding principal balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due received on or before such the related Cut-off Date whether or not collectedDate, 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 such Cut-off Date. Such prepaid amounts 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 each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter Agreement (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteSchedule, after application of scheduled payments of principal due on or before the applicable related Cut-off Date, whether or not collectedbut 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 and Terms Letter or the UBS WebsiteAgreement, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance principal amount of the respective pool of Mortgage Loans, Loans as of the applicable Cut-off related Closing Date at the weighted average Mortgage Loan Remittance Interest Rate from such Cut-off Date through of the day prior to the related Closing Date, inclusiveMortgage Loans. The Purchase Price plus accrued interest as set forth in the preceding paragraph this Section 4.01 shall be paid on to the applicable Closing Date Seller by wire transfer of immediately available fundsfunds 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. 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 such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller)Date, and (32) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable (minus that portion of any such payment which is allocable to accrued on or after the period prior to the applicable related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the applicable Cut-off related Closing Date is determined after application of payments of principal due received on or before such the related Cut-off Date whether or not collectedDate, 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 such Cut-off Date. Such prepaid amounts 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 each the Mortgage Loans in a Mortgage Loan Package shall be equal to the sum of (a) the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Scheduled Principal Balance, Balance of Mortgage Loans as of the applicable related Cut-off Date, of the Mortgage Loans Date listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, plus (b) accrued interest on the current Stated aggregate Scheduled Principal Balance of the respective pool of related Mortgage Loans, Loans as of the applicable related Cut-off Date at the weighted average Mortgage Loan Remittance Rate of such Mortgage Loans from such 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 related Closing DatePurchase Price and Terms Letter, inclusiveportions of each Mortgage Loan Package shall be priced separately. The Purchase Price plus accrued interest as set forth in the preceding paragraph for the Mortgage Loans in a Mortgage Loan Package shall be paid on the applicable related Closing Date by wire transfer of immediately available funds. The 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 applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before such the related Cut-off Date and collected by the Seller or any successor servicer after such the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable at the related Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the applicable related Cut-off Date). The outstanding principal balance Scheduled Principal Balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such the USActive 7452067.1 related Cut-off Date whether or not collected, together with any unscheduled principal prepayments Principal Prepayments collected prior to such the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid Monthly Payments for a Due Date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts 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 each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter Confirmation (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balance, as of the applicable related Cut-off Date, of the Mortgage Loans Loan listed on the related Mortgage Loan Schedule or attached to the UBS Websiterelated Term Sheet, after application of scheduled payments of principal due on or before the applicable related Cut-off Date, Date whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the SellerCompany, at closing, accrued interest on the current Stated Principal Balance of the respective pool of each Mortgage Loans, Loan as of the applicable related Cut-off Date at the weighted average Mortgage Loan Remittance Rate of each Mortgage Loan from such 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 applicable related Closing Date by wire transfer of immediately available funds. The Purchaser shall be entitled to (1) all scheduled principal due after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the related Cut-off Date and collected by the Seller Servicer or any successor servicer after such the related Cut-off Date shall belong to the SellerCompany), and (3) all payments of interest on the Mortgage Loans 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 related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such the related Cut-off Date whether or not collected, together with any unscheduled principal prepayments collected prior to such the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts 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 each Mortgage Loan in the related Mortgage Loan Package shall be the percentage of par as stated in the related Purchase Price and Terms Letter Agreement (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteLoans, after application of scheduled payments of principal due on or before the applicable related Cut-off Date, whether or not collectedto 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 as set forth on the related Mortgage Loan Schedule. If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteAgreement, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance principal amount of the respective pool of Mortgage Loans, as of Loans in the applicable Cut-off Date related Mortgage Loan Package at the weighted average Mortgage Loan Remittance Interest Rate of those Mortgage Loans from such Cut-off Date the 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 on to the applicable Closing Date Seller by wire transfer of immediately available fundsfunds to an account designated by the Seller in writing. The Purchaser shall be entitled to (1l) all scheduled principal due after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller)Date, and (3) all payments of interest on the Mortgage Loans 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 related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such the related Cut-off Date whether or not Date, to the extent actually collected, together with any unscheduled principal prepayments collected prior to such 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 applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts 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. The Purchase Price for each the Mortgage Loans in a Mortgage Loan Package shall be equal to the sum of (a) the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Scheduled Principal Balance, as Balance of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or plus (b) accrued interest on the UBS Website, after application aggregate Scheduled Principal Balance of scheduled payments the Mortgage Loans at the weighted average Mortgage Interest Rate of principal due on or before such Mortgage Loans from the applicable Cut-off Date, whether or Date to but not collectedincluding such Closing Date (the "Purchase Price"). If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteLetter, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of Mortgage Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate from 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 for the Mortgage Loans in a Mortgage Loan Package shall be paid on the applicable Closing Date by wire transfer of immediately available funds. The 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 applicable Cut-off Date, (2) all other recoveries of principal collected on or after such Cut-the Cut- off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before such the Cut-off Date and collected by the Seller Servicer or any successor servicer after such the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans 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 Scheduled 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 such the Cut-off Date whether or not collected, together with any unscheduled principal prepayments Principal Prepayments collected prior to such the Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid Monthly Payments for a Due Date beyond the applicable Cut-off Date shall not be applied to the principal balance as of such the Cut-off Date. Such prepaid amounts 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 (a) On the Initial Purchase Price Date and each Workday thereafter until the Originator Termination Date for each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website, multiplied by the aggregate Stated Principal Balance, as of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described aboveOriginator, the Purchaser Company shall pay to the Seller, at closing, accrued interest Originator a purchase price for each Purchased Receivable (other than an Excluded Receivable) of the Originator (and not previously sold to the Company hereunder) equal to the outstanding balance of such Purchased Receivable in existence on the current Stated Principal Balance of the respective pool of Mortgage Loans, as of the applicable Cut-off Determination Date at the weighted average Mortgage Loan Remittance Rate from for such Cut-off Date through the day prior to the related Closing Date, inclusiveReceivable. The Purchase Price plus accrued interest as set forth in the preceding paragraph Such purchase price shall be paid through two methods. First, the Company may pay to the Originator a portion of such purchase price by transferring to the Originator monies then held by the Company, solely to the extent such monies do not constitute Collections required to be distributed to the Agent under the Receivables Sale Agreement or necessary as part of a reserve for liabilities of the Company established by the Company in its sole judgment. Second, the Company shall pay the remaining purchase price by crediting to the Subordinated Note such remaining amount of the purchase price payable to the Originator. On the Initial Purchase Date, at least $5,000,000 of the purchase price payable to the Originator on the applicable Closing Initial Purchase Date by wire transfer shall so be credited to the Subordinated Note. On each Monthly Settlement Date occurring after the Initial Purchase Date, the difference between (x) the total purchase price payable for all Purchased Receivables originated during the Settlement Period ending on such Monthly Settlement Date that were not in existence on the Initial Purchase Date and (y) the amount of immediately available funds. The Purchaser such purchase price paid in cash during that Settlement Period 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 such Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong credited to the Seller)Subordinated Note. For any Settlement Period that the amount of such cash payments to the Originator exceeds the aggregate purchase price payable for Purchased Receivables during the Settlement Period, and (3) all payments of interest such excess shall be applied on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable (minus that portion of any Monthly Settlement Date for such payment which is allocable Settlement Period to reduce the period prior to the applicable Cut-off Date). The outstanding principal balance of each Mortgage Loan as amount of the applicable Cut-off Date is determined after application of payments of principal due on or before such Cut-off Date whether or not collected, 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 such Cut-off Date. Such prepaid amounts 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 PurchaserSubordinated Note.

Purchase Price. The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment the adjustments as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteSchedule, after application of scheduled payments of principal due received on or before the applicable related Cut-off Date. Notwithstanding the foregoing, whether if a Mortgage Loan prepays in full between the related Cut-off Date 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 collected. If so provided purchase any Mortgage Loan that has not made a payment as of the date set forth in the related Purchase Price and Terms Letter or the UBS Website, portions Letter. The initial principal amount of the Mortgage Loans shall be priced separatelythe 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 proceeds certain costs and expenses set forth in Article XIII or in the 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 current Stated Principal Balance initial principal amount of the respective pool of Mortgage Loans, as of the applicable Cut-off Date Loans at the weighted average Mortgage Loan Remittance Rate from such 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 applicable 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 applicable related Cut-off Date, (2ii) all other recoveries of principal late charges, assumption fees or other charges collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller)Date, and (3iii) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable (minus that portion of any such payment which is allocable to at the period prior to the applicable Cut-off Date)Mortgage Interest Rate. The outstanding principal balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due received on or before such Cut-off Date whether or not collected, together with any unscheduled principal prepayments collected prior to such the related Cut-off Date; provided, however, that . All payments of scheduled principal and interest prepaid for a Due Date beyond (minus interest at the applicable Servicing Fee Rate) due on the first day of the month after the related Cut-off Date shall not be applied to the principal balance as of such Cut-off Date. Such prepaid amounts 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 belong to the Purchaser.

Purchase Price. The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website, multiplied by the aggregate Stated Principal Balance, as of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule shall be $[__________,] or in such other amount as agreed by the UBS WebsitePurchaser 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 applicable Cut-off Date, Date whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance initial principal amount of the respective pool of related Mortgage Loans, as of the applicable Cut-off Date 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 such the 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 (1l) all scheduled principal due after the applicable Cut-off Date, (2) all other recoveries of principal collected on or after such the Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the Cut-off Date and collected by after the Seller or any successor servicer after such Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable collected on or after the Cut-off Date (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 such the Cut-off Date whether or not collected, together with any unscheduled principal prepayments collected prior to such the 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 such the Cut-off Date. Such prepaid amounts 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. The Purchase Price for each the Mortgage Loans in a Mortgage Loan Package shall be equal to the sum of (a) the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Scheduled Principal Balance, Balance of Mortgage Loans as of the applicable related Cut-off Date, of the Mortgage Loans Date listed on the related Mortgage Loan Schedule or plus (b) accrued interest on the UBS Website, after application aggregate Scheduled Principal Balance as of scheduled payments of principal due on or before the applicable related Cut-off Date, whether or Date of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate of such Mortgage Loans from the related Cut-off Date to but not collectedincluding such Closing Date (the “Purchase Price”). If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteLetter, portions of the each Mortgage Loans Loan Package shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of Mortgage Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate from 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 for the Mortgage Loans in a Mortgage Loan Package shall be paid on the applicable related Closing Date by wire transfer of immediately available funds. The With respect to each Mortgage Loan, the Purchaser shall own and be entitled to (1) all scheduled principal due after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the related Cut-off Date and collected by the Seller or any successor servicer after such the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable at the related Mortgage Loan Remittance Rate (minus that portion of any such interest payment which is allocable to the period prior to the applicable related Cut-off Date)) and (4) all Prepayment Penalties on the Mortgage Loans collected after the Cut-off Date. The outstanding principal balance Scheduled Principal Balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before such the related Cut-off Date whether or not collectedcollected Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; providedfor the purposes of this Agreement, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts 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 Remittance 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 each Mortgage Loan Package shall be the percentage of par as stated in or as otherwise calculated pursuant to the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balance, as of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, plus accrued interest on the current Stated Principal Balance aggregate scheduled principal balance of the respective pool of Mortgage Loans, as of the applicable Cut-off Date Loan Package at the weighted average Mortgage Loan Remittance Rate from such 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 initial principal amount of the preceding paragraph Mortgage Loans shall be paid the aggregate principal balance of the Mortgage Loans, so computed as of the related Cut-off Date, after application of scheduled payments of principal due on or before the applicable Closing Date related Cut-off Date, whether or not collected. Such payments shall be made to the account designated by the Company by wire transfer of to immediately available funds. The Purchaser shall be entitled to (1) all scheduled principal due after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the related Cut-off Date and collected by the Seller Company or any successor servicer after such the related Cut-off Date shall belong to the SellerCompany), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable at the Mortgage Loan Remittance Rate (minus that portion of any such payment which that is allocable to the period prior to the applicable related Cut-off Date). The outstanding scheduled principal balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such the related Cut-off Date whether or not collected, collected together with any unscheduled principal prepayments collected prior to such the related 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 such 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. The contents of each Servicing File are and shall be held in trust by the Company for the benefit of the Purchaser for subsequent remittance as the owner thereof. Possession of each Servicing File by the Seller Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File and Servicing File shall vest immediately in the Purchaser, and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Company shall vest immediately in the Purchaser and shall be retained and maintained by the Company, in trust, at the will of the Purchaser and only in such custodial capacity. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company’s servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03 or 6.02. All such costs associated with the release, transfer and re-delivery to the Company shall be the responsibility of the Purchaser.

Purchase Price. The Purchase Price for each Mortgage Loan Package shall be the percentage of par as stated in or as otherwise calculated pursuant to the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website), multiplied by plus accrued interest on the aggregate Stated Principal Balance, as of the applicable Cut-off Date, unpaid principal balance of the Mortgage Loans listed in the Mortgage Loan Package at the related Mortgage Interest Rate from the date through which interest on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of Mortgage Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate from such Cut-off Date has last been paid through the day prior to the related Closing Date inclusive, all as set forth more specifically in the related Memorandum of Sale; provided, however, with respect to those Mortgage Loans for which interest has been paid through a date beyond the related Cut-off Date, such accrued interest owing to the Company shall be reduced by the amount of interest accruing on the unpaid 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 date through which interest is paid for such Mortgage Loan, inclusive. The Purchase Price plus accrued interest initial principal amount of the Mortgage Loans shall be the unpaid principal balance of the Mortgage Loans, so computed as of the related Cut-off Date, after application of payments of principal on or before the related Cut-off Date to the extent such payments were actually received. Subject to satisfaction of the closing conditions set forth in the preceding paragraph Section 2.05, such payments shall be paid on made to the applicable Closing Date account designated by the Company by wire transfer of immediately available fundsfunds as early as reasonably possible on the related Closing Date. The final Purchase Price and Purchase Price percentage shall be set forth on the related Memorandum of Sale. The Purchaser shall be entitled to (1) all scheduled principal due collected on the Mortgage Loans after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable (minus that portion of any such payment which is allocable to at the period prior to Mortgage Interest Rate received after the applicable related Cut-off Date). The outstanding principal balance , net of each Mortgage Loan as of any Interim Servicing Fee due to the applicable Cut-off Date is determined Company, and (3) all Prepayment Premiums received or paid after application of payments of principal due on or before such Cut-off Date whether or not collected, together with any unscheduled principal prepayments collected prior to such the related 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 such Cut-off Date. Such prepaid amounts 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. 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 out-of-pocket expenses, if appropriate. Out-of-pocket expenses may include reimbursement for incidental costs paid by the Underwriters on behalf of the Issuer in connection with the marketing, issuance and delivery of the Securities. See Section 10 of the BPA General Provisions and Conditions. Delete the paragraph that is not applicable. [Alternative A] The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website, multiplied by the aggregate Stated Principal Balance, as of the applicable Cut-off Date, Securities is $ (representing the principal amount of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS WebsiteSecurities, after application less Underwriters’ discount of scheduled payments $ , and less/plus net original issue discount/premium of principal due on or before the applicable Cut-off Date$ ), whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Websiteplus accrued interest, portions of the Mortgage Loans shall be priced separately. In addition if any, to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of Mortgage Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate from 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 payable on the applicable Closing Date by the Underwriters to or as directed by the Issuer by [cashiers check] or [wire transfer of in immediately available funds] or as otherwise agreed by the Issuer and the Senior Manager as follows: . [In 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 of the Securities is $ (representing the principal amount of the Securities, less/plus net original issue discount/premium of $ ), plus accrued interest, if any, to the Closing Date. The Purchaser Purchase Price shall be entitled to (1) all scheduled principal due after payable on the applicable Cut-off Date, (2) all other recoveries of principal collected on or after such Cut-off Closing Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller Underwriters to or any successor servicer after such Cut-off as directed by the 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 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)Senior Manager as follows: . The outstanding principal balance of each Mortgage Loan as [In accordance with Section 10 of the applicable Cut-off Date is determined after application of payments of principal due on or before such Cut-off Date whether or not collectedBPA General Provisions and Conditions, 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 Underwriters also will be applied to the principal balance as of such Cut-off Date. Such prepaid amounts 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 for each Mortgage Loan listed on the related Loan Schedule shall be the percentage of par as stated in the related Purchase Price and Terms Letter Confirmation (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate its Stated Principal Balance, Balance as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter Confirmation, the Loans or the UBS Website, portions of the Mortgage Loans in each Loan Package shall be priced separately. In addition to the Purchase Price as described above, the Initial Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of Mortgage Loans, each Loan as of the applicable related Cut-off Date at the weighted average Mortgage its Net Loan Remittance Rate from such the related Cut-off Date through the day prior to the related Closing Date, inclusive. The Purchase Price plus accrued interest as both 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 preceding paragraph shall be paid on the applicable Closing Date by wire transfer of immediately available fundsrelated Confirmation). The Purchaser shall own and be entitled to receive with respect to each Loan purchased, (1) all scheduled principal due after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the related Cut-off Date and collected by the Seller or any successor servicer after such the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable the Servicing Fees and LPMI Rates, if applicable (Fee minus that portion of any such interest payment which that is allocable to the period prior to the applicable related Cut-off Date). The outstanding principal balance Stated Principal Balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before such the related Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; providedfor the purposes of this Agreement, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) 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 each Mortgage Loan shall be the percentage of par as stated defined in the related initial Purchase Price and Terms Letter (subject or the subsequent related Trade Confirmation as the Purchase Price Percentage(subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate Stated Principal Balanceprincipal balance, as of the applicable related Cut-off Date, of the Mortgage Loans listed on the related in each Mortgage Loan Schedule or the UBS WebsitePackage, after application of scheduled payments of principal due on or before the applicable related Cut-off Date, Date whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions The initial principal amount of the Mortgage Loans shall be priced separatelythe aggregate principal balance of the Mortgage Loans, so computed as of the related 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 current Stated Principal Balance of the respective pool of Mortgage Loans, Loans as of the applicable related Cut-off Date at the weighted average Mortgage Loan Remittance Rate of the Mortgage Loans from such Cut-the 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 paragraphs shall be paid on the applicable related Closing Date by wire transfer of immediately available funds. The Purchaser shall be entitled to (1) all scheduled principal due after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the related Cut-off Date and collected by the Seller or any successor servicer after such the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans 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 related Cut­off Date). The outstanding principal balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application of payments of principal due on or before such the related Cut-off Date whether or not collected, together with any unscheduled principal prepayments Principal Prepayments collected prior to such the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts 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 for each Mortgage Loan Such purchase and sale shall be made by execution and delivery by the percentage applicable Secured Creditors of par as stated an Assignment Agreement in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website, multiplied by the aggregate Stated Principal Balance, as of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separately. In addition form attached to the Purchase Price as described aboveFirst Lien Loan Agreement. Upon the date of such purchase and sale, the Purchaser Second Lien Creditors purchasing the First Lien Obligations shall (a) pay to the SellerFirst Lien Agent for the benefit of the First Lien Creditors as the purchase price therefor the sum of the full amount of all the First Lien Obligations then outstanding and unpaid (including principal, at closinginterest, accrued interest fees, indemnities and expenses, including reasonable attorneys’ fees and legal expenses and Hedging Obligations), (b) furnish cash collateral to the First Lien Agent with respect to the outstanding First Lien Letter of Credit Obligations in such amounts as are required under the First Lien Loan Agreement as in effect on the current Stated Principal Balance of date hereof and (c) agree to reimburse the respective pool of Mortgage LoansFirst Lien Creditors for any loss, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate from such Cut-off Date through the day prior cost, damage or expense (including reasonable attorneys’ fees and legal expenses) in connection with any checks or other payments provisionally credited to the related Closing DateFirst Lien Obligations, inclusiveand/or as to which the First Lien Creditors have not yet received final payment. The Purchase Price plus accrued interest as set forth in the preceding paragraph Such purchase price and cash collateral shall be paid on the applicable Closing Date remitted by wire transfer of immediately available fundsfunds to such bank account of the First Lien Agent in New York, New York, as the First Lien Agent may designate in writing to the Second Lien Creditors for such purpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Second Lien Creditors to the bank account designated by the First Lien Agent are received in such bank account prior to 1:00 p.m., New York City time and interest shall be calculated to and including such Business Day if the amounts so paid by the Second Lien Creditors to the bank account designated by the First Lien Agent are received in such bank account later than 1:00 p.m., New York City time. The Purchaser shall be entitled to (1) First Lien Agent may apply any or all scheduled principal due after the applicable Cut-off Date, (2) all other recoveries of principal collected on or after such Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong cash collateral to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees and LPMI Rates, if applicable (minus that portion payment of any reimbursement or similar obligations in respect of First Lien Letter of Credit Obligations. Upon payment in full of such payment which is allocable obligations and termination of all First Lien Letter of Credit Obligations, the First Lien Agent shall deliver any remaining cash collateral to the period prior to Second Lien Creditors purchasing 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 such Cut-off Date whether or not collected, 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 such Cut-off Date. Such prepaid amounts 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 PurchaserFirst Lien Obligations.

Purchase Price. The Purchase Price for each Mortgage Loan listed on the related Mortgage Loan Schedule shall be the percentage of par as stated in the related Purchase Price and Terms Commitment Letter (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate its Stated Principal Balance, Balance as of the applicable Cut-off related Closing Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteCommitment Letter, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of Mortgage Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate from 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 own and be entitled to receive with respect to each Mortgage Loan purchased, (1) all scheduled principal due after the applicable related Cut-off Date, (2) all other recoveries of principal collected on or after such the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the related Cut-off Date and collected by the Seller or any successor servicer after such the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable the Servicing Fees and LPMI Rates, if applicable Fee (minus that portion of any such interest payment which that is allocable to the period prior to the applicable related Cut-off Date). The outstanding principal balance Stated Principal Balance of each Mortgage Loan as of the applicable related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before such the related Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; providedfor the purposes of this Agreement, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the applicable related Cut-off Date shall not be applied to the principal balance as of such the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) 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 each Mortgage -------------- Loan listed on the Mortgage Loan Schedule shall be the percentage of par as stated in the related Purchase Price and Terms Letter Confirmation (subject to adjustment as provided therein) or the UBS Website), multiplied by the aggregate its Stated Principal Balance, Balance as of the applicable Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule or the UBS Website, after application of scheduled payments of principal due on or before the applicable Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS WebsiteConfirmation, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Initial Purchaser shall pay to the Seller, at closing, accrued interest on the current Stated Principal Balance of the respective pool of each Mortgage Loans, Loan as of the applicable Cut-off Date at the weighted average its Mortgage Loan Remittance Interest Rate from such the Cut-off Date through the day prior to the related Closing Date, both inclusive. The Purchase Price plus accrued interest as set forth in , less the preceding paragraph shall be paid Servicing Fee Rate, pro rated on the applicable Closing Date by wire transfer basis of immediately available fundsa 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 applicable Cut-off Date, (2) all other recoveries of principal collected on or after such the Cut-off Date (provided, however, that all scheduled payments of principal due on or before such the Cut-off Date and collected by the Seller or any successor servicer after such the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of applicable the Servicing Fees and LPMI Rates, if applicable Fee (minus that portion of any such interest payment which that is allocable to the period prior to the applicable Cut-off Date). The outstanding principal balance Stated Principal Balance of each Mortgage Loan as of the applicable Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before such the Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; providedfor the purposes of this Agreement, 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 such the Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) 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. In the case of the initial purchase 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 initial purchase, the following terms shall apply: 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 shall be the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website, multiplied by the aggregate Stated Principal Balance, as inclusive of the applicable Cut-off Date, of the Servicing Rights associated with such Mortgage Loans Loan) listed on the related Mortgage Loan Schedule or shall be the UBS WebsitePurchase Price Percentage, after application multiplied by the Stated Principal Balance of scheduled payments such Mortgage Loan as of principal due on or before the applicable related Cut-off Date, whether or not collected. If so provided in the related Purchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separately. 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 current Stated Principal Balance of the respective pool of each Mortgage Loans, as of the applicable Cut-off Date Loan at the weighted average Mortgage Loan Remittance Interest Rate from such Cut-off the 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 plus accrued interest as set forth in the preceding paragraph shall be paid on reduced by the applicable Closing Date Recording Fee, multiplied by wire transfer the number of immediately available fundsMortgage Loans that are not MERS Mortgage Loans. The 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 applicable related Cut-off Date: (i) all payments and/or recoveries of principal, (2) all other recoveries of principal collected on or after such Cut-off Date (provided, however, that all scheduled payments of principal due on or before such Cut-off Date and collected by the Seller or any successor servicer after such Cut-off Date shall belong to the Seller), and (3ii) all payments of interest on the Mortgage Loans net of applicable Servicing Fees Loans, (iii) all fees, prepayment penalties or premiums (subject to Section 4.02), 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 such Cut-off Date whether or not collected, 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 such Cut-off Date. Such prepaid amounts 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 Purchaseriv) all other Ancillary Income.