Common use of Purchase Price; Purchase and Sale Clause in Contracts

Purchase Price; Purchase and Sale. The purchase price for the Mortgage Loans shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the Company, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements). The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer all documents, instruments and agreements required to be delivered by the Company to the Master Servicer under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[ ] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, all of the Seller's rights with respect to the related Mortgage Loansdescribed in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[ ] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, the Seller's right, title and interest in and to the related Mortgage Loansproceeds of the Letters of Credit, all of the Seller's rights described in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[_________] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, the Seller's right, title and interest in and to the related Mortgage Loansproceeds of the Letters of Credit, all of the Seller's rights described in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The Seller agrees to sell, and the Company agrees to purchase, the mortgage loans (the "Mortgage Loans"), listed in the Mortgage Loan Schedule. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[ ] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off DateLoans, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with all of the Seller’s right's rights, title and interest in and to the proceeds of any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with all rights with respect policies, but excluding any fees payable by a Mortgagor for the right to the related cancel any portion of principal or interest of a BPP Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Loan. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[______________] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, all of the Seller's rights with respect to the related Mortgage Loansdescribed in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[_______] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, the Seller's right, title and interest in and to the related Mortgage Loansproceeds of the Letters of Credit, all of the Seller's rights described in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[____________] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, all of the Seller's rights with respect to the related Mortgage Loansdescribed in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[__] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, all of the Seller's rights with respect to the related Mortgage Loansdescribed in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[______________] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, the Seller's right, title and interest in and to the related Mortgage Loansproceeds of the Letters of Credit, all of the Seller's rights described in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price for the Mortgage Loans shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the Company, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements Agreement (other than those rights under the Servicing Agreements Agreement that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each the Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements). The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer all documents, instruments and agreements required to be delivered by the Company to the Master Servicer under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[____________] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, the Seller's right, title and interest in and to the related Mortgage Loansproceeds of the Letters of Credit, all of the Seller's rights described in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be an amount equal to 101.82429%, multiplied by the aggregate principal balance of the Mortgage Loans as of May 11, 1998 (the "Cut-Off Date"), after application of scheduled payments of principal due on or before the Cut-Off Date whether or not collected. In addition to the Purchase Price as described above, the Company shall pay to the Mortgage Loan Seller, at closing, accrued interest on the initial principal amount of the related Mortgage Loans at the weighted average Mortgage Rate of those Mortgage Loans, net of interest at the related Servicing Fee Rate. The Purchase Price for the Marriott Desert Springs Parent Loan shall be $20,022,273.46. The Purchase Price amounts shall be payable by the Company to the Mortgage Loan Seller on May 21, 1998 (the "Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (iiDate") in immediately available Federal funds wired to such bank as may be designated by federal funds. The closing for the Seller. Upon payment purchase and sale of the purchase price by Mortgage Assets shall take place at the Companyoffices of Cadwalader, Xxxxxxxxxx & Xxxx, New York, New York, at 10:00 a.m. (New York time), on the Closing Date. On the Closing Date, the Mortgage Loan Seller shall be deemed to have transferredand does hereby sell, assignedtransfer, assign, set over and otherwise conveyed convey to the Company, and the Company shall and does hereby purchase, (i) all the right, title and interest of the Mortgage Loan Seller in and to the Mortgage Loans as of the Cut-Off DateAssets, including all interest and principal due on or with respect to the (A) Mortgage Loans after the Cut-Off Date and (including scheduled payments of principal and interest due B) the Marriott Desert Springs Parent Loan after the Cut-Off Date but received by the Seller on or before the Cut-Off DateMay 12, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date)1998, together with all of the Mortgage Loan Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, hazard and primary mortgage or other insurance policies together with policies, and (ii) all rights the right, title and interest of the Mortgage Loan Seller under the Responsible Party Agreement, other than the representations and warranties set forth in Section 2(a) of the Responsible Party Agreement, including the remedies set forth therein for any breach thereof, with respect to the related Mortgage GMACCM Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements). The Company hereby directs the Mortgage Loan Seller, and the Mortgage Loan Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under Section 2.01 of the Pooling and Servicing Agreement Agreement, and meeting all the requirements of such Section 2.01, and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The ; provided, however, that the Mortgage Loan Seller shall use its reasonable best efforts only be obligated to cause each Servicer to enter into the related Assignment Agreement deliver such documents in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements accordance with this Section 1 with respect to the GMACCM Loans to the extent such documents were delivered to the Mortgage LoansLoan Seller pursuant to the Responsible Party Agreement.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[______] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, the Seller's right, title and interest in and to the related Mortgage Loansproceeds of the Letters of Credit, all of the Seller's rights described in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[_____________] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, the Seller's right, title and interest in and to the related Mortgage Loansproceeds of the Letters of Credit, all of the Seller's rights described in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall consist of a cash amount equal to (i) 100% of the outstanding principal balance of the Mortgage Loans as of the Cut-Off Date plus (ii) interest accrued on the Mortgage Loans at the related Mortgage Rate up to but excluding the Closing Date. The Purchase Price amount shall be payable by the Company to the Mortgage Loan Seller on March 27, 1998 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (iiDate") in immediately available Federal funds wired to such bank as may be designated by funds. The closing for the Seller. Upon payment purchase and sale of the purchase price by Mortgage Loans shall take place at the Companyoffices of Xxxxxxx Xxxx & Xxxxxxxxx, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. (New York time), on the Closing Date. On the Closing Date, the Mortgage Loan Seller shall be deemed to have transferredsell, assignedtransfer, assign, set over and otherwise conveyed convey to the Company, without recourse, and the Company shall purchase, all the right, title and interest of the Mortgage Loan Seller in and to the Mortgage Loans as of the Cut-Off DateLoans, including all interest and principal due on or with respect to the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Mortgage Loan Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to policies. All scheduled payments of interest and principal due before the related Mortgage LoansCut-Off Date but collected on or after the Cut-Off Date, and only with respect recoveries of interest and principal collected before the Cut-Off Date, shall belong to, and be promptly remitted to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Loan Seller. The Company hereby directs the Mortgage Loan Seller, and the Mortgage Loan Seller hereby agrees, to deliver to each of the Trustee, the Master Servicer and the Special Servicer all documents, instruments and agreements required to be delivered by the Company to the Trustee, the Master Servicer and the Special Servicer under Section 2.01 of the Pooling and Servicing Agreement Agreement, and meeting all the requirements of such Section 2.01 and such other documents, instruments and agreements as the Company or the Trustee Trustee, the Master Servicer and the Special Servicer shall reasonably request. The Seller shall use its reasonable best efforts Mortgage Loan Schedule may be amended to cause each Servicer to enter into reflect the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the actual Mortgage Loans.

Purchase Price; Purchase and Sale. The Seller agrees to sell, and the Company agrees to purchase, the mortgage loans (the "Mortgage Loans"), listed in the Mortgage Loan Schedule. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[_______] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off DateLoans, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with all of the Seller’s right's rights, title and interest in and to the proceeds of any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with all rights with respect policies, but excluding any fees payable by a Mortgagor for the right to the related cancel any portion of principal or interest of a BPP Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Loan. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Custodian on behalf of the Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee or the Custodian on behalf of the Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company Company, the Custodian or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the “Purchase Price”) for the Mortgage Loans shall be $1,302,565,110.67 inclusive of accrued and unpaid interest on the Mortgage Loans at the weighted average interest rate borne by the Mortgage Loans from the date hereof to but not including the Closing Date, payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter inter-company transfer between affiliates of UBS HSBC or (ii) in immediately available Federal federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest Scheduled Payments due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together policies. Concurrently with all rights with respect the execution and delivery of this Agreement, the Seller hereby assigns to the related Mortgage LoansCompany all of its rights and interest (but none of its obligations) under the (i) Servicing Agreements and (ii) Assignment, Assumption and only with respect Recognition Agreements listed on Exhibit 2 hereto (the “Assignment Agreements”), to the extent relating to the Mortgage Loans. The Company hereby accepts such assignment, and shall be entitled to exercise all such rights of the Seller under each of the Servicing Agreements (and the Assignment Agreements as if the Company had been a party to such agreement. The Company hereby acknowledges its acceptance of all right, title and interest in, to and under the Mortgage Loans and other than those property, and its rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements), now existing or hereafter created, conveyed to it pursuant to this Section 3. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $477,096,818.54 payable by the Company Purchaser to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company Purchaser all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Dateand all Mortgage Files, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with all of the Seller’s right's rights, title and interest in and to the proceeds of all Mortgaged Property and any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with including all rights with respect to the related Mortgage Loansincome, payments, products and only with respect to the Mortgage Loans, under each proceeds of any of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)foregoing. The Company Purchaser hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company Purchaser to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company Purchaser or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price for In consideration of the sale of the Mortgage Loans shall be payable by from the Mortgage Loan Seller to the Company on March 23, 2006 (the "Closing Date"), the Company agrees to pay to the Mortgage Loan Seller on the Closing Date either (i) by appropriate notation transfer of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated funds, an amount agreed upon by the Sellerparties in a separate writing. Upon payment The closing for the purchase and sale of the purchase price by Mortgage Loans shall take place at the Companyoffices of Cadwalader, Wickersham & Taft LLP, New York, New York, at 10:00 a.m. (New York txxx), xx xhe Xxxxing Date. On the Closing Date, the Mortgage Loan Seller shall be deemed to have transferredsell, assignedtransfer, assign, set over and otherwise conveyed convey to the Company, and the Company shall purchase, all the right, title and interest of the Mortgage Loan Seller in and to the Mortgage Loans as of the Cut-Off DateLoans, including all payments of interest and principal due on the each Mortgage Loans Loan after the related Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Mortgage Loan Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect but subject to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each sale of the Servicing Agreements (other than those servicing rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment AgreementsAppointment Agreement (as defined herein). The Company hereby directs the Mortgage Loan Seller, and the Mortgage Loan Seller hereby agrees, to (1) promptly after the Closing Date, but in all events within three Business Days after the Closing Date, transfer all funds on deposit in escrow accounts maintained with respect to the Mortgage Loans in the name of the Mortgage Loan Seller or any other name to the applicable Servicer (or a Sub-Servicer) for deposit into Servicing Accounts and (2) deliver to the Master Servicer all Trustee on or prior to the Closing Date or, within 45 days following the Closing Date, as specified in the Pooling and Servicing Agreement, the documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under Section 2.01 of the Pooling and Servicing Agreement Agreement, and meeting all the requirements of such Section 2.01, and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[________________] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, the Seller's right, title and interest in and to the related Mortgage Loansproceeds of the Letters of Credit, all of the Seller's rights described in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[_____________] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, all of the Seller's rights with respect to the related Mortgage Loansdescribed in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the “Purchase Price”) for the Mortgage Loans shall be $1,051,119,611.76 inclusive of accrued and unpaid interest on the Mortgage Loans at the weighted average interest rate borne by the Mortgage Loans from the date hereof to but not including the Closing Date, payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter inter-company transfer between affiliates of UBS HSBC or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest Scheduled Payments due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together policies. Concurrently with all rights with respect the execution and delivery of this Agreement, the Seller hereby assigns to the related Mortgage LoansCompany all of its rights and interest (but none of its obligations) under the (i) Servicing Agreements and (ii) Assignment, Assumption and only with respect Recognition Agreements listed on Exhibit 2 hereto (the “Assignment Agreements”), to the extent relating to the Mortgage Loans. The Company hereby accepts such assignment, and shall be entitled to exercise all such rights of the Seller under each of the Servicing Agreements (and the Assignment Agreements as if the Company had been a party to such agreement. The Company hereby acknowledges its acceptance of all right, title and interest in, to and under the Mortgage Loans and other than those property, and its rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements), now existing or hereafter created, conveyed to it pursuant to this Section 3. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the “Purchase Price”) for the Mortgage Loans shall be $1,720,010,161.18 inclusive of accrued and unpaid interest on the Mortgage Loans at the weighted average interest rate borne by the Mortgage Loans from the date hereof to but not including the Closing Date, payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter inter-company transfer between affiliates of UBS HSBC or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest Scheduled Payments due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)policies. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be an amount equal to [___________]%, multiplied by the aggregate principal balance of the Mortgage Loans as of October 1, 1997 (the "Cut-Off Date"), after application of scheduled payments of principal due on or before the Cut-Off Date whether or not collected. In addition to the Purchase Price as described above, the Depositor shall pay to the Mortgage Loan Seller, at closing, accrued interest on the initial principal amount of the related Mortgage Loans at the weighted average Mortgage Rate of those Mortgage Loans, net of interest at the related Servicing Fee Rate. The Purchase Price amount shall be payable by the Company Depositor to the Mortgage Loan Seller on October 17, 1997 (the "Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (iiDate") in immediately available Federal funds wired to such bank as may be designated by federal funds. The closing for the Seller. Upon payment purchase and sale of the purchase price by Mortgage Loans shall take place at the Companyoffices of Cadwalader, Xxxxxxxxxx & Xxxx, New York, New York, at 10:00 a.m. (New York time), on the Closing Date. On the Closing Date, the Mortgage Loan Seller shall be deemed to have transferredand does hereby sell, assignedtransfer, assign, set over and otherwise conveyed convey to the Company Depositor, and the Depositor shall and does hereby purchase all the right, title and interest of the Mortgage Loan Seller in and to the Mortgage Loans as of the Cut-Off DateLoans, including all interest and principal due on or with respect to the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Mortgage Loan Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the and any related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)interest rate cap agreement. The Company Depositor hereby directs the Mortgage Loan Seller, and the Mortgage Loan Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company Depositor to the Master Servicer Trustee under Section 2.01 of the Pooling and Servicing Agreement Agreement, and meeting all the requirements of such Section 2.01, and such other documents, instruments and agreements as the Company Depositor or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the “Purchase Price”) for the Mortgage Loans shall be $1,029,013,149.07 inclusive of accrued and unpaid interest on the Mortgage Loans at the weighted average interest rate borne by the Mortgage Loans from the date hereof to but not including the Closing Date, payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter inter-company transfer between affiliates of UBS HSBC or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest Scheduled Payments due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together policies. Concurrently with all rights with respect the execution and delivery of this Agreement, the Seller hereby assigns to the related Mortgage LoansCompany all of its rights and interest (but none of its obligations) under the (i) Servicing Agreements and (ii) the Transfer Agreement attached as Exhibit 2 hereto (the “Transfer Agreement”), and only with respect to the extent relating to the Mortgage Loans. The Company hereby accepts such assignment, and shall be entitled to exercise all such rights of the Seller under each of the Servicing Agreements (and the Transfer Agreement as if the Company had been a party to such agreement. The Company hereby acknowledges its acceptance of all right, title and interest in, to and under the Mortgage Loans and other than those property, and its rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto)Transfer Agreement, which rights were retained by the Transferor now existing or hereafter created, conveyed to it pursuant to the Assignment Agreements)this Section 3. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the “Purchase Price”) for the Mortgage Loans shall be $991,532,322.91 inclusive of accrued and unpaid interest on the Mortgage Loans at the weighted average interest rate borne by the Mortgage Loans from the date hereof to but not including the Closing Date, payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter inter-company transfer between affiliates of UBS HSBC or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest Scheduled Payments due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)policies. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price for Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans. In consideration of the sale of the Mortgage Loans shall be payable by from the Company Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) Date, in immediately available Federal funds wired funds, an amount equal to such bank as may be designated by $232,519,583.96 (the Seller“Purchase Price”). Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company Purchaser all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Dateand all Mortgage Files, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with and all of the Seller’s rightrights, title and interest in and to the proceeds of all Mortgaged Property and any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with including all income, payments, products and proceeds of any of the foregoing (but excluding (i) any fees payable by a Mortgagor for the right to cancel any portion of principal or interest of a BPP Mortgage Loan and (ii) any of the rights the Seller may have with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreementspremium recapture or purchase price protection). The Company Purchaser hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company Purchaser to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company Purchaser or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[________] payable by the Company to the Seller Wells Fargo Bank on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller Wells Fargo Bank shall be deemed to have transferred, assigned, set over xxxx and otherwise conveyed to the Company all the right, title and interest of the Seller Wells Fargo Bank in and to the Mortgage Loans as of the Cut-Off Date, including all interest and xxx principal due received or receivable by Wells Fargo Bank on or with respect to the Mortgage Loans after the xxxxxcable Cut-Off off Date (and including scheduled payments of principal and interest due after the applicable Cut-Off off Date but received by the Seller Wells Fargo Bank on or before the such Cut-Off off Date and Principal Prepayxxxxx received or applied on the applicable Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the such Cut-Off off Date), together with all of the Seller’s Wells Fargo Bank's right, title and interest in and to the proceeds of any xx xxy related title, hazard, primary mortgage or other insurance policies together with policies, all of Wells Fargo Bank's rights with respect to the related Mortgage Loansdescribed in Section 2 above, and only with respect to all othex xxxperty and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the SellerWells Fargo Bank, and the Seller Wells Fargo Bank hereby agrees, to deliver to xxx Xrustee or Custodixx xx behalf of the Master Servicer Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). Wells Fargo Bank further agrees to deliver such other documents, instruments insxxxxxnts and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall consist of a cash amount equal to (i) 100% of the outstanding principal balance of the Mortgage Loans as of the Cut-Off Date plus (ii) interest accrued on the Mortgage Loans at the related Mortgage Rate up to but excluding the Closing Date. The Purchase Price amount shall be payable by the Company to the Mortgage Loan Seller on March 27, 1998 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (iiDate") in immediately available Federal funds wired to such bank as may be designated by funds. The closing for the Seller. Upon payment purchase and sale of the purchase price by Mortgage Loans shall take place at the Companyoffices of Xxxxxxx Xxxx & Xxxxxxxxx, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. (New York time), on the Closing Date. On the Closing Date, the Mortgage Loan Seller shall be deemed to have transferredsell, assignedtransfer, assign, set over and otherwise conveyed convey to the Company, without recourse, and the Company shall purchase, all the right, title and interest of the Mortgage Loan Seller in and to the Mortgage Loans as of the Cut-Off DateLoans, including all interest and principal due on or with respect to the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Mortgage Loan Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to policies. All scheduled payments of interest and principal due before the related Mortgage LoansCut-Off Date but collected on or after the Cut-Off Date, and only with respect recoveries of interest and principal collected before the Cut-Off Date, shall belong to, and be promptly remitted to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Loan Seller. The Company hereby directs the Mortgage Loan Seller, and the Mortgage Loan Seller hereby agrees, to deliver to each of the Trustee, the Master Servicer and the Special Servicer all documents, instruments and agreements required to be delivered by the Company to the Trustee, the Master Servicer and the Special Servicer under Section 2.01 of the Pooling and Servicing Agreement Agreement, and meeting all the requirements of such Section 2.01 and such other documents, instruments and agreements as the Company or the Trustee Trustee, the Master Servicer and the Special Servicer shall reasonably request. The Seller shall use its reasonable best efforts Mortgage Loan Schedule may be amended to cause each Servicer to enter into reflect the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the actual Mortgage Loans.

Purchase Price; Purchase and Sale. The Seller agrees to sell, and the Company agrees to purchase, the mortgage loans (the "Mortgage Loans"), listed in the Mortgage Loan Schedule. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[_] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off DateLoans, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with all of the Seller’s right's rights, title and interest in and to the proceeds of any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with all rights with respect policies, but excluding any fees payable by a Mortgagor for the right to the related cancel any portion of principal or interest of a BPP Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Loan. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price for Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans. In consideration of the sale of the Mortgage Loans shall be payable by from the Company Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) Date, in immediately available Federal funds wired funds, an amount equal to such bank as may be designated by $1,002,000,840.79 (the Seller"Purchase Price"). Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company Purchaser all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Dateand all Mortgage Files, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with the remedy provisions of Section 3.04 of the Master Bulk Sale and Interim Servicing Agreement, dated as of May 1, 2006, between the Seller and American Home Mortgage Corp., with respect to the BANA Mortgage Loans purchased by the Seller from American Home Mortgage Corp., the remedy provisions of Part I: General Information, Section 3.04.03 of the Buyer's Correspondent Direct Seller Guide and the Correspondent Loan Purchase and Sale Agreement, dated March 23, 2006, by and between the Seller and Pinnacle Financial Corporation, with respect to the BANA Mortgage Loans purchased by the Seller from Pinnacle Financial Corporation, the remedy provisions of Part I: General Information, Section 3.04.03 of the Buyer's Correspondent Direct Seller Guide and the Correspondent Loan Purchase and Sale Agreement, dated February 8, 2006, by and between the Seller and Coastal Capital Corp., with respect to the BANA Mortgage Loans purchased by the Seller from Coastal Capital Corp., the remedy provisions of Sections 3.04 of the SunTrust Agreements, with respect to the SunTrust Mortgage Loans purchased by the Seller from SunTrust, and all of the Seller’s right's rights, title and interest in and to the proceeds of all Mortgaged Property and any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with including all income, payments, products and proceeds of any of the foregoing (but excluding (i) any fees payable by a Mortgagor for the right to cancel any portion of principal or interest of a BPP Mortgage Loan and (ii) any the rights the Seller may have with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreementspremium recapture or purchase price protection). The Company Purchaser hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company Purchaser to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company Purchaser or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the “Purchase Price”) for the Mortgage Loans shall be $796,907,179.01 inclusive of accrued and unpaid interest on the Mortgage Loans at the weighted average interest rate borne by the Mortgage Loans from the date hereof to but not including the Closing Date, payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter inter-company transfer between affiliates of UBS HSBC or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest Scheduled Payments due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)policies. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The Seller agrees to sell, and the Company agrees to purchase, the mortgage loans (the "Mortgage Loans"), listed in the Mortgage Loan Schedule. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[_______] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off DateLoans, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with all of the Seller’s right's rights, title and interest in and to the proceeds of any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with all rights with respect policies, but excluding any fees payable by a Mortgagor for the right to the related cancel any portion of principal or interest of a BPP Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Loan. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price for Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans. In consideration of the sale of the Mortgage Loans shall be payable by from the Company Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) Date, in immediately available Federal funds wired funds, an amount equal to such bank as may be designated by $560,156,548.82 (the Seller"Purchase Price"). Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company Purchaser all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Dateand all Mortgage Files, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with the remedy provisions of Sections 3.04 of the SunTrust Agreements, with respect to the SunTrust Mortgage Loans purchased by the Seller from SunTrust, the remedy provisions of Part I: General Information, Section 3.04.03 of the Buyer's Correspondent Direct Seller Guide and the Correspondent Loan Purchase and Sale Agreement, dated December 1, 2005, by and between the Seller and Xxxxxx, Bean & Xxxxxxxx Mortgage Corp., with respect to the BANA Mortgage Loans purchased by the Seller from Xxxxxx, Bean & Xxxxxxxx Mortgage Corp. and all of the Seller’s right's rights, title and interest in and to the proceeds of all Mortgaged Property and any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with including all income, payments, products and proceeds of any of the foregoing (but excluding (i) any fees payable by a Mortgagor for the right to cancel any portion of principal or interest of a BPP Mortgage Loan and (ii) any of the rights the Seller may have with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreementspremium recapture or purchase price protection). The Company Purchaser hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company Purchaser to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company Purchaser or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The Seller agrees to sell, and the Company agrees to purchase, the mortgage loans (the "Mortgage Loans"), listed in the Mortgage Loan Schedule. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $416,835,726.30 payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off DateLoans, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with all of the Seller’s right's rights, title and interest in and to the proceeds of any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with all rights with respect policies, but excluding any fees payable by a Mortgagor for the right to the related cancel any portion of principal or interest of a BPP Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Loan. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be $436,164,519.16 inclusive of accrued and unpaid interest on the Mortgage Loans at the weighted average interest rate borne by the Mortgage Loans from the date hereof to but not including the Closing Date, payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter inter-company transfer between affiliates of UBS HSBC or (ii) in immediately available Federal federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest Scheduled Payments due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)policies. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the “Purchase Price”) for the Mortgage Loans shall be $471,560,811.38 inclusive of accrued and unpaid interest on the Mortgage Loans at the weighted average interest rate borne by the Mortgage Loans from the date hereof to but not including the Closing Date, payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS HSBC or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)policies. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be 106.210% of the unpaid principal balance thereof payable by the Company Purchaser to the Seller on November 25, 1997 (the "Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (iiDate") in immediately available Federal funds wired funds. The closing for the purchase and sale of the Mortgage Loans shall take place at the offices of Xxxxxxx Xxxxxxxx & Xxxx, New York, New York, at 9:00 a.m. New York time, on the Closing Date. On the Closing Date, the Purchaser shall pay the Purchase Price to such bank as may be designated by the Seller. Upon payment of the purchase price by the CompanyThe Seller hereby transfers, the Seller shall be deemed to have transferredassigns, assigned, set sets over and otherwise conveyed conveys to the Company Purchaser all of the Seller's right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off DateLoans, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to any contractual rights against HUD relating to the Mortgage Loans and in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect relating to the Mortgage Loans, under each . In connection with such transfer and assignment of the Servicing Agreements (other than those rights under Mortgage Loans, the Servicing Agreements that do not relate Seller shall promptly deliver to servicing the Purchaser all cash received by it in respect of the Mortgage Loans (including, without limitation, after the representations and warranties made by each Servicer (in its capacity as loan seller Cut-off Date related to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Mortgage Loans. The Company Purchaser hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on its behalf, all documents, instruments and agreements required to be delivered by the Company related to the Master Servicer under Mortgage Loans, including but not limited to those specified in Section 2.01 of the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage LoansAgreement.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[_________] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, all of the Seller's rights with respect to the related Mortgage Loansdescribed in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price for Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans. In consideration of the sale of the Mortgage Loans shall be payable by from the Company Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) Date, in immediately available Federal funds wired funds, an amount equal to such bank as may be designated by $[__________] (the Seller“Purchase Price”). Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company Purchaser all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Dateand all Mortgage Files, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with the remedy provision of Section [___] of the Transfer Agreement (but excluding any premium over the applicable Purchase Price, which the Seller hereby retains) and all of the Seller’s rightrights, title and interest in and to the proceeds of all Mortgaged Property and any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with including all income, payments, products and proceeds of any of the foregoing (but excluding any rights the Seller may have with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreementspremium recapture or purchase price protection). The Company Purchaser hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company Purchaser to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company Purchaser or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be an amount agreed upon by the parties in a separate writing, which amount shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (iiexcept as provided below) in immediately available Federal funds wired funds. The closing for the purchase and sale of the Mortgage Loans shall take place at the offices of Cadwalader, Wickersham & Taft, Nex Xxxx, Xxw Yxxx, at 10:00 a.m. New York time, on the Closing Date. On the Closing Date, the Company shall pay the Purchase Price to such bank as may be designated by the Seller. Upon payment As of the purchase price by the CompanyClosing Date, the Seller shall be deemed to have transferredhereby sells, assignedtransfers, set assigns, sets over and otherwise conveyed conveys to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off DateLoans, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on with respect to the Mortgage Loans on or before after the Cut-Off off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)policies. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Custodian on behalf of the Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price for Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans. In consideration of the sale of the Mortgage Loans shall be payable by from the Company Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) Date, in immediately available Federal funds wired funds, an amount equal to such bank as may be designated by $540,655,663.52 (the Seller"Purchase Price"). Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company Purchaser all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Dateand all Mortgage Files, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with all of the Seller’s right's rights, title and interest in and to the proceeds of all Mortgaged Property and any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with including all rights with respect to the related Mortgage Loansincome, payments, products and only with respect to the Mortgage Loans, under each proceeds of any of the Servicing Agreements foregoing (other than those rights under but excluding any fees payable by a Mortgagor for the Servicing Agreements that do not relate right to servicing cancel any portion of the principal or interest of a BPP Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment AgreementsLoan). The Company Purchaser hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company Purchaser to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company Purchaser or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be determined in accordance with the letter agreement, dated as of December 23, 1997, between the Company and the Mortgage Loan Seller. The Purchase Price amount shall be payable by the Company to the Mortgage Loan Seller on December 23, 1997 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (iiDate") in immediately available Federal funds wired to such bank as may be designated by funds. The closing for the Seller. Upon payment purchase and sale of the purchase price by Mortgage Loans shall take place at the Companyoffices of Xxxxxxx Xxxx & Xxxxxxxxx, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. (New York time), on the Closing Date. On the Closing Date, the Mortgage Loan Seller shall be deemed to have transferredsell, assignedtransfer, assign, set over and otherwise conveyed convey to the Company, without recourse, and the Company shall purchase, all the right, title and interest of the Mortgage Loan Seller in and to the Mortgage Loans as of the Cut-Off DateLoans, including all interest and principal due on or with respect to the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Mortgage Loan Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)policies. The Company hereby directs the Mortgage Loan Seller, and the Mortgage Loan Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under Section 2.01 of the Pooling and Servicing Agreement Agreement, and meeting all the requirements of such Section 2.01 and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts Mortgage Loan Schedule may be amended to cause each Servicer to enter into reflect the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the actual Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $1,080,252,261.83 payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated and the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates (the "Class B Certificates") transferred by the SellerCompany to the Seller on the Closing Date. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, the Seller's right, title and interest in and to the related Mortgage Loansproceeds of the Letters of Credit, all of the Seller's rights described in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price for In consideration of the sale of the Mortgage Loans shall be payable by from the Mortgage Loan Seller to the Company on -, 20- (the "Closing Date"), the Company agrees to pay to the Mortgage Loan Seller on the Closing Date either (i) by appropriate notation transfer of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired funds, after the allocation of deal expenses, credits and accrued interest, an amount equal to such bank as may be designated by $. The closing for the Seller. Upon payment purchase and sale of the purchase price by Mortgage Loans shall take place [at the Companyoffices of Cadwalader, Wickersham & Taft LLP, New York, New York, at 10:00 a.m. (New York xxxx)], xn txx Xlosing Date. On the Closing Date, the Mortgage Loan Seller shall be deemed to have transferredsell, assignedtransfer, assign, set over and otherwise conveyed convey to the Company, and the Company shall purchase, all the right, title and interest of the Mortgage Loan Seller in and to the Mortgage Loans as of the Cut-Off DateLoans, including all payments of interest and principal due on the each Mortgage Loans Loan after the related Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Mortgage Loan Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect but subject to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each sale of the Servicing Agreements (other than those servicing rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment AgreementsServicing Rights Purchase Agreement (as defined herein). The Company hereby directs the Mortgage Loan Seller, and the Mortgage Loan Seller hereby agrees, to (1) promptly after the Closing Date, but in all events within three Business Days after the Closing Date, transfer all funds on deposit in escrow accounts maintained with respect to the Mortgage Loans in the name of the Mortgage Loan Seller or any other name to the Servicer (or a Sub-Servicer) for deposit into Servicing Accounts and (2) deliver to the Master Servicer all Trustee on or prior to the Closing Date or, within [45] days following the Closing Date, as specified in the Pooling and Servicing Agreement, the documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under Section 2.01 of the Pooling and Servicing Agreement Agreement, and meeting all the requirements of such Section 2.01, and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[_________] payable by the Company to the Seller Wells Fargo Bank on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller Wells Fargo Bank shall be deemed to have transferred, assigned, set over and ovex xxx otherwise conveyed to the Company all the right, title and interest of the Seller Wells Fargo Bank in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due anx xxxncipal received or receivable by Wells Fargo Bank on or with respect to the Mortgage Loans after the Cut-Off Xxx Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller Wells Fargo Bank on or before the Cut-Off Date and Principal Prepaymentx xxxeived or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s Wells Fargo Bank's right, title and interest in and to the proceeds of any related xxx xelated title, hazard, primary mortgage or other insurance policies together with policies, all of Wells Fargo Bank's rights with respect to the related Mortgage Loansdescribed in Section 2 above, and only with respect to all other pxxxxxty and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the SellerWells Fargo Bank, and the Seller Wells Fargo Bank hereby agrees, to deliver to the Master Servicer Xxxxtee or Custodian xx xxhalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). Wells Fargo Bank further agrees to deliver such other documents, instruments instruxxxxx and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $718,202,482.06 payable by the Company Purchaser to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company Purchaser all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Dateand all Mortgage Files, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with all of the Seller’s right's rights, title and interest in and to the proceeds of all Mortgaged Property and any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with including all rights with respect to the related Mortgage Loansincome, payments, products and only with respect to the Mortgage Loans, under each proceeds of any of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)foregoing. The Company Purchaser hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company Purchaser to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company Purchaser or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[______] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated and the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates (the "Class B Certificates") transferred by the SellerCompany to the Seller on the Closing Date. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, all of the Seller's rights with respect to the related Mortgage Loansdescribed in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $700,908,352.12 payable by the Company Purchaser to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company Purchaser all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Dateand all Mortgage Files, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with all of the Seller’s right's rights, title and interest in and to the proceeds of all Mortgaged Property and any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with including all rights with respect to the related Mortgage Loansincome, payments, products and only with respect to the Mortgage Loans, under each proceeds of any of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)foregoing. The Company Purchaser hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company Purchaser to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company Purchaser or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[ ] payable by the Company to the Seller Depositor on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller Depositor shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller Depositor in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Depositor on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller Depositor on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s Depositor's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with policies, the Depositor's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, all of the Depositor's rights with respect to the related Mortgage Loansdescribed in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the SellerDepositor, and the Seller Depositor hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Depositor further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[______] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated and the Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5 and Class I-B-6 Certificates (the "Group I-B Certificates") transferred by the SellerCompany to the Seller on the Closing Date. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, all of the Seller's rights with respect to the related Mortgage Loansdescribed in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $______________ payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated and the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates (the "Class B Certificates") transferred by the SellerCompany to the Seller on the Closing Date. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, all of the Seller's rights with respect to the related Mortgage Loansdescribed in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $________________ payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, all of the Seller's rights with respect to the related Mortgage Loansdescribed in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price for Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans. In consideration of the sale of the Mortgage Loans shall be payable by from the Company Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) Date, in immediately available Federal funds wired funds, an amount equal to such bank as may be designated by $851,851,089.98 (the Seller"Purchase Price"). Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have to have transferred, assigned, set over and otherwise conveyed to the Company Purchaser all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Dateand all Mortgage Files, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with the remedy provisions of Sections 3.04 and 3.05 of the Master Bulk Sale and Interim Servicing Agreement, dated as of May 1, 2006, between the Seller and American Home Mortgage Corp., with respect to the BANA Mortgage Loans purchased by the Seller from American Home Mortgage Corp., the remedy provisions of Part I: General Information, Sections 3.04.03 and 3.04.06 of the Buyer' Correspondent Direct Seller Guide and the Correspondent Loan Purchase and Sale Agreement, dated August 18, 2006, by and between the Seller and Baltimore American Mortgage Corp., Inc., with respect to the BANA Mortgage Loans purchased by the Seller from Baltimore American Mortgage Corp., Inc., the remedy provisions of Part I: General Information, Sections 3.04.03 and 3.04.06 of the Buyer' Correspondent Direct Seller Guide and the Correspondent Loan Purchase and Sale Agreement, dated November 20, 2006, by and between the Seller and Metrocities Mortgage, LLC, with respect to the BANA Mortgage Loans purchased by the Seller from Metrocities Mortgage, LLC, the remedy provisions of Sections 3.04 and 3.05 of the Master Bulk Sale and Interim Servicing Agreement, dated as of December 1, 2005, between the Seller and MortgageIT, Inc., with respect to the BANA Mortgage Loans purchased by the Seller from MortgageIT, Inc., the remedy provisions of Sections 3.04 and 3.05 of the SunTrust Agreements, with respect to the SunTrust Mortgage Loans purchased by the Seller from SunTrust, the remedy provisions of Sections 3.04 and 3.05 of the Master Bulk Sale and Interim Servicing Agreement, dated as of December 1, 2005, between the Seller and Taylor, Bean & Whitaker Mortgage Corp., with respect to the BANA Moxxxxxx Loxxx purxxxxxx xy the Seller from Taylor, Bean & Whitaker Mortgage Corp., and all of the Seller’s right's righxx, title xitle and interest ixxxxxxx in and to the proceeds of all Mortgaged Property and any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with including all rights with respect to the related Mortgage Loansincome, payments, products and only with respect to the Mortgage Loans, under each proceeds of any of the Servicing Agreements foregoing (other than those rights under but excluding any fees payable by a Mortgagor for the Servicing Agreements that do not relate right to servicing cancel any portion of the principal or interest of a BPP Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment AgreementsLoan). The Company Purchaser hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company Purchaser to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company Purchaser or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[________] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated and the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates (the "Class B Certificates") transferred by the SellerCompany to the Seller on the Closing Date. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, all of the Seller's rights with respect to the related Mortgage Loansdescribed in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $929,415,143.92 payable by the Company Purchaser to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company Purchaser all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Dateand all Mortgage Files, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with all of the Seller’s right's rights, title and interest in and to the proceeds of all Mortgaged Property and any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with including all rights with respect to the related Mortgage Loansincome, payments, products and only with respect to the Mortgage Loans, under each proceeds of any of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)foregoing. The Company Purchaser hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company Purchaser to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company Purchaser or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[______] payable by the Company to the Seller Wells Fargo Bank on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller Wells Fargo Bank shall be deemed to have transferred, assigned, set over xxxx and otherwise conveyed to the Company all the right, title and interest of the Seller Wells Fargo Bank in and to the Mortgage Loans as of the Cut-Off Date, including all interest and xxx principal due received or receivable by Wells Fargo Bank on or with respect to the Mortgage Loans after the CutXxx-Off xff Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller Wells Fargo Bank on or before the Cut-Off off Date and Principal Prepaymxxxx received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with all of the Seller’s Wells Fargo Bank's right, title and interest in and to the proceeds of any xx xxy related title, hazard, primary mortgage or other insurance policies together with policies, all of Wells Fargo Bank's rights with respect to the related Mortgage Loansdescribed in Section 2 above, and only with respect to all othex xxxperty and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the SellerWells Fargo Bank, and the Seller Wells Fargo Bank hereby agrees, to deliver to xxx Xrustee or Custodixx xx behalf of the Master Servicer Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). Wells Fargo Bank further agrees to deliver such other documents, instruments insxxxxxnts and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be an amount agreed upon by the parties in a separate writing, which amount shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (iiexcept as provided below) in immediately available Federal funds wired funds. The closing for the purchase and sale of the Mortgage Loans shall take place at the offices of Cadwalader, Xxxxxxxxxx & Xxxx, New York, New York, at 10:00 a.m. New York time, on October 14, 1997 (the "Closing Date"). On the Closing Date, the Company shall pay the Purchase Price to such bank as may be designated by the Seller. Upon payment As of the purchase price by the CompanyClosing Date, the Seller shall be deemed to have transferredhereby sells, assignedtransfers, set assigns, sets over and otherwise conveyed conveys to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off DateLoans, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on with respect to the Mortgage Loans on or before after the Cut-Off off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)policies. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Custodian on behalf of the Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the “Purchase Price”) for the Mortgage Loans shall be $299,041,842.21 inclusive of accrued and unpaid interest on the Mortgage Loans at the weighted average interest rate borne by the Mortgage Loans from the date hereof to but not including the Closing Date, payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter inter-company transfer between affiliates of UBS HSBC or (ii) in immediately available Federal federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest Scheduled Payments due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)policies. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the “Purchase Price”) for the Mortgage Loans shall be $979,359,436.20 inclusive of accrued and unpaid interest on the Mortgage Loans at the weighted average interest rate borne by the Mortgage Loans from the date hereof to but not including the Closing Date, payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter inter-company transfer between affiliates of UBS HSBC or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest Scheduled Payments due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)policies. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the “Purchase Price”) for the Mortgage Loans shall be $652,876,891.96 inclusive of accrued and unpaid interest on the Mortgage Loans at the weighted average interest rate borne by the Mortgage Loans from the date hereof to but not including the Closing Date, payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter inter-company transfer between affiliates of UBS HSBC or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest Scheduled Payments due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)policies. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the “Purchase Price”) for the Mortgage Loans shall be $[[●]] inclusive of accrued and unpaid interest on the Mortgage Loans at the weighted average interest rate borne by the Mortgage Loans from the date hereof to but not including the Closing Date, payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter inter-company transfer between affiliates of UBS HSBC or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest Scheduled Payments due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)policies. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $289,397,199.82 payable by the Company Purchaser to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company Purchaser all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Dateand all Mortgage Files, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with all of the Seller’s right's rights, title and interest in and to the proceeds of all Mortgaged Property and any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with including all rights with respect to the related Mortgage Loansincome, payments, products and only with respect to the Mortgage Loans, under each proceeds of any of the Servicing Agreements foregoing (other than those rights under but excluding any fees payable by a Mortgagor for the Servicing Agreements that do not relate right to servicing cancel any portion of the principal or interest of a BPP Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment AgreementsLoan). The Company Purchaser hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company Purchaser to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company Purchaser or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the “Purchase Price”) for the Mortgage Loans shall be $509,258,530.94 inclusive of accrued and unpaid interest on the Mortgage Loans at the weighted average interest rate borne by the Mortgage Loans from the date hereof to but not including the Closing Date, payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS HSBC or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)policies. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[_______________] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated and the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates (the "Class B Certificates") transferred by the SellerCompany to the Seller on the Closing Date. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, all of the Seller's rights with respect to the related Mortgage Loansdescribed in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price for Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans. In consideration of the sale of the Mortgage Loans shall be payable by from the Company Seller to the Purchaser on the Closing Date, the Purchaser agrees (i) to pay to the Seller on the Closing Date either Date, in immediately available funds, an amount equal to $1,861,096,954.72, and (ii) to deliver to or at the direction of the Seller on the Closing Date, a 100% interest in each of the Class CE Certificates, the Class P Certificates and the Class 1-A-R Certificate (clauses (i) by appropriate notation of an inter company transfer between affiliates of UBS or and (ii) in immediately available Federal funds wired to such bank as may be designated by together, the Seller"Purchase Price"). Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company Purchaser all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Dateand all Mortgage Files, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with all of the Seller’s right's rights, title and interest in and to the proceeds of all Mortgaged Property and any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with including all rights with respect to the related Mortgage Loansincome, payments, products and only with respect to the Mortgage Loans, under each proceeds of any of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)foregoing. The Company Purchaser hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company Purchaser to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company Purchaser or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The Seller agrees to sell, and the Company agrees to purchase, the mortgage loans (the "Mortgage Loans"), listed in the Mortgage Loan Schedule. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[____________] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off DateLoans, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with all of the Seller’s right's rights, title and interest in and to the proceeds of any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with all rights with respect policies, but excluding any fees payable by a Mortgagor for the right to the related cancel any portion of principal or interest of a BPP Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Loan. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the “Purchase Price”) for the Mortgage Loans shall be $717,271,451.76 inclusive of accrued and unpaid interest on the Mortgage Loans at the weighted average interest rate borne by the Mortgage Loans from the date hereof to but not including the Closing Date, payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter inter-company transfer between affiliates of UBS HSBC or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest Scheduled Payments due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together policies. Concurrently with all rights with respect the execution and delivery of this Agreement, the Seller hereby assigns to the related Mortgage LoansCompany all of its rights and interest (but none of its obligations) under the (i) Servicing Agreements and (ii) Assignment, Assumption and only with respect Recognition Agreements listed on Exhibit 2 hereto (the “Assignment Agreements”), to the extent relating to the Mortgage Loans. The Company hereby accepts such assignment, and shall be entitled to exercise all such rights of the Seller under each of the Servicing Agreements (and the Assignment Agreements as if the Company had been a party to such agreement. The Company hereby acknowledges its acceptance of all right, title and interest in, to and under the Mortgage Loans and other than those property, and its rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements), now existing or hereafter created, conveyed to it pursuant to this Section 3. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be an amount agreed upon by the parties in a separate writing, which amount shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by funds. The closing for the Seller. Upon payment purchase and sale of the purchase price by Mortgage Loans shall take place at the offices of Cleary, Gottlieb, Xxxxx & Xxxxxxxx, New York, New York, at 10:00 a.m. New York time, on the Closing Date. As of the Closing Date, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Company, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed without recourse but subject to the Company terms of this Agreement and the limited representations and warranties and repurchase obligation set forth herein, all the right, title and interest of the Seller in and to the Mortgage Loans as (except for the obligation of the Cut-Off DateSeller to indemnify any Borrower, Manager or any other person for liabilities incurred in connection with the creation and issuance of the Certificates), including all interest and principal due on or with respect to the Mortgage Loans after the Cut-Off Date (including scheduled payments of other than interest and principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the Xxxxxx Treasury Collateral Account and the proceeds of any related title, hazard, primary mortgage or other insurance policies together policies. In connection with all rights with respect such transfer and assignment, the Seller hereby agrees to transfer to, or at the direction of, the Company, an amount equal to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Cash Deposit. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or the Custodian (on behalf of the Trustee), as the case may be, with respect to each Mortgage Loan, the Mortgage File and all other documents, instruments and agreements required to be delivered by the Company pursuant to the Master Servicer under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price for Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans. In consideration of the sale of the Mortgage Loans shall be payable by from the Company Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) Date, in immediately available Federal funds wired funds, an amount equal to such bank as may be designated by $437,679,717.90 (the Seller"Purchase Price"). Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company Purchaser all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Dateand all Mortgage Files, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with the remedy provisions of Section 3.04 of the Master Bulk Sale and Interim Servicing Agreement, dated as of May 1, 2006, between the Seller and American Home Mortgage Corp., with respect to the BANA Mortgage Loans purchased by the Seller from American Home Mortgage Corp., the remedy provisions of Section 3.04 of the Master Bulk Sale and Interim Servicing Agreement, dated December 1, 2005, by and between the Seller and MortgageIT, Inc., with respect to the BANA Mortgage Loans purchased by the Seller from MortgageIT, Inc., the remedy provisions of Sections 3.04 of the SunTrust Agreements, with respect to the SunTrust Mortgage Loans purchased by the Seller from SunTrust, the remedy provisions of Sections 3.04 of the GreenPoint Agreements, with respect to the GreenPoint Mortgage Loans purchased by the Seller from GreenPoint, and all of the Seller’s right's rights, title and interest in and to the proceeds of all Mortgaged Property and any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with including all rights with respect to the related Mortgage Loansincome, payments, products and only with respect to the Mortgage Loans, under each proceeds of any of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)foregoing. The Company Purchaser hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or the Custodian all documents, instruments and agreements required to be delivered by the Company Purchaser to the Master Servicer Trustee or the Custodian under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company Purchaser or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The Seller agrees to sell, and the Company agrees to purchase, the mortgage loans (the "Mortgage Loans"), listed in the Mortgage Loan Schedule. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $______________ payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off DateLoans, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with all of the Seller’s right's rights, title and interest in and to the proceeds of any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with all rights with respect policies, but excluding any fees payable by a Mortgagor for the right to the related cancel any portion of principal or interest of a BPP Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Loan. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $_________________ payable by the Company to the Seller Wells Fargo Bank on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller Wells Fargo Bank shall be deemed to have transferred, assigned, set over and ovex xxx otherwise conveyed to the Company all the right, title and interest of the Seller Wells Fargo Bank in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due anx xxxncipal received or receivable by Wells Fargo Bank on or with respect to the Mortgage Loans after the Cut-Off Xxx Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller Wells Fargo Bank on or before the Cut-Off Date and Principal Prepaymentx xxxeived or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s Wells Fargo Bank's right, title and interest in and to the proceeds of any related xxx xelated title, hazard, primary mortgage or other insurance policies together with all rights with respect policies, Wells Fargo Bank's right, title and interest in and to the related Mortgage Loansproceeds of xxx Xetters of Credit, all of Wells Fargo Bank's rights described in Section 2 above, and only with respect to all other pxxxxxty and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the SellerWells Fargo Bank, and the Seller Wells Fargo Bank hereby agrees, to deliver to the Master Servicer Xxxxtee or Custodian xx xxhalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). Wells Fargo Bank further agrees to deliver such other documents, instruments instruxxxxx and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be 100.558% of the unpaid principal balance thereof payable by the Company Purchaser to the Seller on April 30, 1997 (the "Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (iiDate") in immediately available Federal funds wired funds. The closing for the purchase and sale of the Mortgage Loans shall take place at the offices of Txxxxxx Xxxxxxxx & Wxxx, New York, New York, at 9:00 a.m. New York time, on the Closing Date. On the Closing Date, the Purchaser shall pay the Purchase Price to such bank as may be designated by the Seller. Upon payment of the purchase price by the CompanyThe Seller hereby transfers, the Seller shall be deemed to have transferredassigns, assigned, set sets over and otherwise conveyed conveys to the Company Purchaser all of the Seller's right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off DateLoans, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to any contractual rights against HUD relating to the Mortgage Loans and in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect relating to the Mortgage Loans, under each . In connection with such transfer and assignment of the Servicing Agreements (other than those rights under Mortgage Loans, the Servicing Agreements that do not relate Seller shall promptly deliver to servicing the Purchaser all cash received by it in respect of the Mortgage Loans (including, without limitation, after the representations and warranties made by each Servicer (in its capacity as loan seller Cut-off Date related to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Mortgage Loans. The Company Purchaser hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on its behalf, all documents, instruments and agreements required to be delivered by the Company related to the Master Servicer under Mortgage Loans, including but not limited to those specified in Section 2.01 of the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage LoansAgreement.

Purchase Price; Purchase and Sale. The purchase price for Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans. In consideration of the sale of the Mortgage Loans shall be payable by from the Company Seller to the Purchaser on the Closing Date, the Purchaser agrees (a) to pay to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) Date, in immediately available Federal funds wired funds, an amount equal to such bank as may be designated by $716,215,000, and (b) to deliver to or at the Sellerdirection of the Seller on the Closing Date, a 100% interest in each of the Class CE Certificates and the Class R Certificate (clauses (a) and (b) together, the "Purchase Price"). Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company Purchaser all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Dateand all Mortgage Files, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with the remedy provisions of Sections 3.04 and 3.05 of the Master Bulk Sale and Interim Servicing Agreement, dated as of May 1, 2006, between the Seller and American Home Mortgage Corp., with respect to the BANA Mortgage Loans purchased by the Seller from America Home Mortgage Corp., the remedy provisions of Part I: General Information, Sections 3.04.03 and 3.04.06 of the Buyer's Correspondent Direct Seller Guide and the Correspondent Loan Purchase and Sale Agreement, dated March 23, 2006, by and between the Seller and Pinnacle Financial Corporation, with respect to the BANA Mortgage Loans purchased by the Seller from Pinnacle Financial Corporation, and all of the Seller’s right's rights, title and interest in and to the proceeds of all Mortgaged Property and any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with including all rights with respect to the related Mortgage Loansincome, payments, products and only with respect to the Mortgage Loans, under each proceeds of any of the Servicing Agreements foregoing (other than those rights under but excluding any fees payable by a Mortgagor for the Servicing Agreements that do not relate right to servicing cancel any portion of the principal or interest of a BPP Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment AgreementsLoan). The Company Purchaser hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company Purchaser to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company Purchaser or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price for the Mortgage Loans shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price payable by the Company, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements). The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer all documents, instruments and agreements required to be delivered by the Company to the Master Servicer under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the “Purchase Price”) for the Mortgage Loans shall be $1,190,148,196.93 inclusive of accrued and unpaid interest on the Mortgage Loans at the weighted average interest rate borne by the Mortgage Loans from the date hereof to but not including the Closing Date, payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter inter-company transfer between affiliates of UBS HSBC or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest Scheduled Payments due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)policies. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $415,689,442.40 payable by the Company Purchaser to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company Purchaser all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Dateand all Mortgage Files, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with all of the Seller’s right's rights, title and interest in and to the proceeds of all Mortgaged Property and any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with including all rights with respect to the related Mortgage Loansincome, payments, products and only with respect to the Mortgage Loans, under each proceeds of any of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)foregoing. The Company Purchaser hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company Purchaser to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company Purchaser or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[________] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, all of the Seller's rights with respect to the related Mortgage Loansdescribed in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price for Seller agrees to sell, and the Company agrees to purchase, the mortgage pass-through certificates listed on the Mortgage Loans shall be payable by Certificate Schedule (the "Underlying Certificates"). In consideration of the sale of the Underlying Certificates from the Seller to the Company on the Closing Date, the Company agrees to pay to the Seller on the Closing Date either (i) by appropriate notation wire transfer of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank funds, as may be designated directed by the Seller, an amount equal to $[ ] in respect of the Underlying Certificates (the "Purchase Price"). Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferredtransfer, assignedconvey, set over sell and otherwise conveyed assign to the Company Company, without recourse, all the right, title and interest of the Seller in and to (i) the Mortgage Loans as Underlying Certificates and all distributions on the Underlying Certificates payable after the Closing Date, (ii) all rights of the Cut-Off DateSeller as a certificateholder under the Underlying Pooling and Servicing Agreements, (iii) all present and future claims, demands, causes and choses in action in respect of the foregoing, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments rights of principal and interest due after the Cut-Off Date but received by the Seller on or before under the Cut-Off DateUnderlying Certificates, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with (iv) all proceeds of the Seller’s rightforegoing of every kind and nature whatsoever, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, all proceeds of the representations conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and warranties made by each Servicer (every kind and other forms of obligations and receivables, instruments and other property that at any time constitute all or part of or are included in its capacity as loan seller to the Transferor) and proceeds of the document delivery requirements foregoing. In connection with the transfer of such Servicer and the remedies (including indemnification) available for breaches thereto)Underlying Certificates, which rights were retained by the Transferor pursuant to the Assignment Agreements). The Company hereby directs the Seller, and the Seller hereby agrees, agrees to deliver remit to the Master Servicer Securities Administrator by wire transfer of immediately available funds on the date on which received, all documents, instruments and agreements required to be delivered payments received by the Company to Seller after the Master Servicer under date hereof in connection with the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably requestUnderlying Certificates. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory also promptly forward to the Seller and Securities Administrator for each Underlying Certificate written irrevocable instructions to forward all distributions on the Underlying Certificates to the account specified by the Securities Administrator. The Trustee shall deliver to or at the direction of the Company in order to effectuate the assignment to any and all certificates, opinions of counsel and other documents as the Company shall request to effect the registration and transfer of the Servicing Agreements with respect to Underlying Certificates in the Mortgage Loansname of the Seller or its designee.

Purchase Price; Purchase and Sale. The Seller agrees to sell, and the Company agrees to purchase, the mortgage loans (the "Mortgage Loans"), listed in the Mortgage Loan Schedule. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[_____________] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off DateLoans, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with all of the Seller’s right's rights, title and interest in and to the proceeds of any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with all rights with respect policies, but excluding any fees payable by a Mortgagor for the right to the related cancel any portion of principal or interest of a BPP Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Loan. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[_____________] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated and the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates (the "Class B Certificates") transferred by the SellerCompany to the Seller on the Closing Date. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, all of the Seller's rights with respect to the related Mortgage Loansdescribed in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The Seller agrees to sell, and the Company agrees to purchase, the mortgage loans (the "Mortgage Loans"), listed in the Mortgage Loan Schedule. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $326,276,073.21 payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off DateLoans, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with all of the Seller’s right's rights, title and interest in and to the proceeds of any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with all rights with respect policies, but excluding any fees payable by a Mortgagor for the right to the related cancel any portion of principal or interest of a BPP Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Loan. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The Seller agrees to sell, and the Company agrees to purchase, the mortgage loans (the "Mortgage Loans"), listed in the Mortgage Loan Schedule. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[__________] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off DateLoans, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with all of the Seller’s right's rights, title and interest in and to the proceeds of any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with all rights with respect policies, but excluding any fees payable by a Mortgagor for the right to the related cancel any portion of principal or interest of a BPP Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Loan. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be an amount agreed upon by the parties in a separate writing, which amount shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by funds. The closing for the Seller. Upon payment purchase and sale of the purchase price by Mortgage Loans shall take place at the offices of Cadwalader, Xxxxxxxxxx & Xxxx, New York, New York, at 10:00 a.m. New York time, on the Closing Date. As of the Closing Date, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Company, the Seller shall be deemed to have transferredwithout recourse (except as expressly provided herein), assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off DateLoans, including all interest and principal due on or with respect to the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with and any and all rights and obligations of the Seller as lender under the Mortgage Loans to establish or designate successor borrowers in connection with respect to the related Mortgage Loans, and only with respect to defeasance of the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained and obligations are hereby assumed by the Transferor pursuant to the Assignment Agreements)Company. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Custodian on behalf of the Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $555,595,726.33 payable by the Company Purchaser to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company Purchaser all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Dateand all Mortgage Files, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with all of the Seller’s right's rights, title and interest in and to the proceeds of all Mortgaged Property and any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with including all rights with respect to the related Mortgage Loansincome, payments, products and only with respect to the Mortgage Loans, under each proceeds of any of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)foregoing. The Company Purchaser hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company Purchaser to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company Purchaser or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the “Purchase Price”) for the Mortgage Loans shall be $417,835,999.91 inclusive of accrued and unpaid interest on the Mortgage Loans at the weighted average interest rate borne by the Mortgage Loans from the date hereof to but not including the Closing Date, payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter inter-company transfer between affiliates of UBS HSBC or (ii) in immediately available Federal federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest Scheduled Payments due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)policies. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price for Seller agrees to sell, and the Company agrees to purchase, the mortgage pass-through certificates listed on the Mortgage Loans shall be payable by Certificate Schedule (the "Underlying Certificates"). In consideration of the sale of the Underlying Certificates from the Seller to the Company on the Closing Date, the Company agrees to pay to the Seller on the Closing Date either (i) by appropriate notation wire transfer of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank funds, as may be designated directed by the Seller, an amount equal to $[______] in respect of the Underlying Certificates (the "Purchase Price"). Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferredtransfer, assignedconvey, set over sell and otherwise conveyed assign to the Company Company, without recourse, all the right, title and interest of the Seller in and to (i) the Mortgage Loans as Underlying Certificates and all distributions on the Underlying Certificates payable after the Closing Date, (ii) all rights of the Cut-Off DateSeller as a certificateholder under the Underlying Pooling and Servicing Agreements, (iii) all present and future claims, demands, causes and choses in action in respect of the foregoing, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments rights of principal and interest due after the Cut-Off Date but received by the Seller on or before under the Cut-Off DateUnderlying Certificates, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with (iv) all proceeds of the Seller’s rightforegoing of every kind and nature whatsoever, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, all proceeds of the representations conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and warranties made by each Servicer (every kind and other forms of obligations and receivables, instruments and other property that at any time constitute all or part of or are included in its capacity as loan seller to the Transferor) and proceeds of the document delivery requirements foregoing. In connection with the transfer of such Servicer and the remedies (including indemnification) available for breaches thereto)Underlying Certificates, which rights were retained by the Transferor pursuant to the Assignment Agreements). The Company hereby directs the Seller, and the Seller hereby agrees, agrees to deliver remit to the Master Servicer Securities Administrator by wire transfer of immediately available funds on the date on which received, all documents, instruments and agreements required to be delivered payments received by the Company to Seller after the Master Servicer under date hereof in connection with the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably requestUnderlying Certificates. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory also promptly forward to the Seller and Securities Administrator for each Underlying Certificate written irrevocable instructions to forward all distributions on the Underlying Certificates to the account specified by the Securities Administrator. The Trustee shall deliver to or at the direction of the Company in order to effectuate the assignment to any and all certificates, opinions of counsel and other documents as the Company shall request to effect the registration and transfer of the Servicing Agreements with respect to Underlying Certificates in the Mortgage Loansname of the Seller or its designee.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[______________] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated and the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates (the "Class B Certificates") transferred by the SellerCompany to the Seller on the Closing Date. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, the Seller's right, title and interest in and to the related Mortgage Loansproceeds of the Letters of Credit, all of the Seller's rights described in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price for Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans. In consideration of the sale of the Mortgage Loans shall be payable by from the Company Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) Date, in immediately available Federal funds wired funds, an amount equal to such bank as may be designated by $341,730,250.85 (the Seller"Purchase Price"). Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company Purchaser all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Dateand all Mortgage Files, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with all of the Seller’s right's rights, title and interest in and to the proceeds of all Mortgaged Property and any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with including all rights with respect to the related Mortgage Loansincome, payments, products and only with respect to the Mortgage Loans, under each proceeds of any of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)foregoing. The Company Purchaser hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company Purchaser to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company Purchaser or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $803,479,367.75 payable by the Company Purchaser to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company Purchaser all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Dateand all Mortgage Files, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with all of the Seller’s right's rights, title and interest in and to the proceeds of all Mortgaged Property and any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with including all rights with respect to the related Mortgage Loansincome, payments, products and only with respect to the Mortgage Loans, under each proceeds of any of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)foregoing. The Company Purchaser hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company Purchaser to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company Purchaser or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[_] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, all of the Seller's rights with respect to the related Mortgage Loansdescribed in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (THE "PURCHASE PRICE") for the Mortgage Loans shall be an amount agreed upon by the parties in a separate writing, which amount shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by funds. The closing for the Seller. Upon payment purchase and sale of the purchase price by Mortgage Loans shall take place at the offices of Cadwalader, Xxxxxxxxxx & Xxxx, New York, New York, at 10:00 a.m. New York time, on the Closing Date. As of the Closing Date, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Company, the Seller shall be deemed to have transferredwithout recourse (except as expressly provided herein), assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Dateidentified on Exhibit A hereto, including all interest and principal due on or with respect to the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with and any and all rights and obligations of the Seller as lender under the Mortgage Loans to establish or designate successor borrowers in connection with respect to the related Mortgage Loans, and only with respect to defeasance of the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained and obligations are hereby assumed by the Transferor pursuant to the Assignment Agreements)Company. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Custodian on behalf of the Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the “Purchase Price”) for the Mortgage Loans shall be $1,571,483,257.47 inclusive of accrued and unpaid interest on the Mortgage Loans at the weighted average interest rate borne by the Mortgage Loans from the date hereof to but not including the Closing Date, payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter inter-company transfer between affiliates of UBS HSBC or (ii) in immediately available Federal federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest Scheduled Payments due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together policies. Concurrently with all rights with respect the execution and delivery of this Agreement, the Seller hereby assigns to the related Mortgage LoansCompany all of its rights and interest (but none of its obligations) under the (i) Servicing Agreements and (ii) Assignment, Assumption and only with respect Recognition Agreements listed on Exhibit 2 hereto (the “Assignment Agreements”), to the extent relating to the Mortgage Loans. The Company hereby accepts such assignment, and shall be entitled to exercise all such rights of the Seller under each of the Servicing Agreements (and the Assignment Agreements as if the Company had been a party to such agreement. The Company hereby acknowledges its acceptance of all right, title and interest in, to and under the Mortgage Loans and other than those property, and its rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements), now existing or hereafter created, conveyed to it pursuant to this Section 3. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the “Purchase Price”) for the Mortgage Loans shall be $985,282,324.94 inclusive of accrued and unpaid interest on the Mortgage Loans at the weighted average interest rate borne by the Mortgage Loans from the date hereof to but not including the Closing Date, payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter inter-company transfer between affiliates of UBS HSBC or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest Scheduled Payments due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)policies. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[ ] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated and the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates (the "Class B Certificates") transferred by the SellerCompany to the Seller on the Closing Date. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, all of the Seller's rights with respect to the related Mortgage Loansdescribed in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The Seller agrees to sell, and the Purchaser agrees to purchase, the mortgage loans (the "Mortgage Loans"), listed in Exhibit I hereto. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[_______] payable by the Company Purchaser to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company Purchaser all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off DateLoans, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with all of the Seller’s right's rights, title and interest in and to the proceeds of any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)policies. The Company Purchaser hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company Purchaser to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company Purchaser or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The Seller agrees to sell, and the Company agrees to purchase, the mortgage loans (the "Mortgage Loans"), listed in Exhibit I hereto. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $447,751,843.46 payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off DateLoans, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off off Date (and including scheduled payments of principal and interest due after the Cut-Off off Date but received by the Seller on or before the Cut-Off off Date and Principal Prepayments received or applied on the Cut-off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off off Date), together with all of the Seller’s right's rights, title and interest in and to the proceeds of any related title, hazard, primary mortgage, mortgage pool policy or other insurance policies together with all rights with respect policies, but excluding any fees payable by a Mortgagor for the right to the related cancel any portion of principal or interest of a BPP Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Loan. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[_____] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Sellerfunds. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, the Seller's right, title and interest in and to the related Mortgage Loansproceeds of the Letters of Credit, all of the Seller's rights described in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

Purchase Price; Purchase and Sale. The purchase price (the "Purchase Price") for the Mortgage Loans shall be consist of $[_______] payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated and the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates (the "Class B Certificates") transferred by the SellerCompany to the Seller on the Closing Date. Upon payment of the purchase price by the CompanyPurchase Price, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date (and including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date and Principal Prepayments received or applied on the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s 's right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with policies, the Seller's right to receive amounts, if any, payable on behalf of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, all of the Seller's rights with respect to the related Mortgage Loansdescribed in Section 2 above, and only with respect to all other property and rights described in the Mortgage Loans, under each first paragraph of Section 2.01(a) of the Pooling and Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements)Agreement. The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer Trustee or Custodian on behalf of the Trustee, all documents, instruments and agreements required to be delivered by the Company to the Master Servicer Trustee under the Pooling and Servicing Agreement Agreement; including, without limitation, the documents required to be delivered under Section 2.01(a) of the Pooling and Servicing Agreement; and upon the occurrence of a Document Transfer Event, the documents required to be delivered under Section 2.01(b). The Seller further agrees to deliver such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.