Common use of Purchase Price Clause in Contracts

Purchase Price. The purchase price for each Loan Package (the “Purchase Price”) shall be the percentage of par as stated in the related Commitment Letter, multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase Price, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties. The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price for each Loan Package the Mortgage Loans (the “"Purchase Price”") shall be the percentage of par as stated in the related Commitment Letter, multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in listed on the related Mortgage Loan PackageSchedule, after application of scheduled payments of principal for such related Loan Package due on or before such the Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan Package (the “Purchase Price”) shall be the percentage of par as stated in the related Commitment LetterPurchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balanceStated Principal Balance, as of the related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule. If so provided in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may and Terms Letter, portions of the Mortgage Loans shall be adjusted as stated in the related Commitment Letterpriced separately. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount Stated Principal Balance as of the Cut-off Date of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Interest Rate for each Loan Package of those Mortgage Loans, net of the related Servicing Fee Rate, from the related Cut-off Date through to the day prior to the related Closing Date, inclusive and, with respect to Lender PMI Mortgage Loans, net of the related LPMI Fee, from the related Cut-off Date to the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the The Purchaser shall be entitled to (1l) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at net of the Mortgage Loan Remittance Rate related Servicing Fee (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penaltiesand, with respect to Lender PMI Mortgage Loans, net of the related LPMI Fee. The unpaid principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date Date, whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date due date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee RateRate and the related LPMI Fee, if any) shall be the property of the Purchaser. The Seller shall deposit remit any such prepaid amounts to the Servicer for deposit into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller Servicer to the Purchaser. All payments of principal and interest, less interest at the Servicing Fee Rate and the related LPMI Fee, if any, due on the first Due Date after the related Cut-off Date shall belong to the Purchaser.

Purchase Price. The purchase price for each Loan Package the Mortgage Loans (the “"Purchase Price”") shall be the percentage of par as stated in the related Commitment Letter, multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in listed on the related Mortgage Loan PackageSchedule, after application of scheduled payments of principal for such related Loan Package due on or before such the Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related respective Commitment Letter. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan Package (the “Purchase Price”) shall be the percentage of par as stated in the related Commitment LetterPurchase Price and Terms Letter (subject to adjustment as provided therein) or the UBS Website, multiplied by the aggregate scheduled principal balanceStated Principal Balance, as of the related applicable Cut-off Date, of the Mortgage Loans in listed on the related Mortgage Loan PackageSchedule or the UBS Website, after application of scheduled payments of principal for such related Loan Package due on or before such the applicable Cut-off Date Date, whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated If so provided in the related Commitment LetterPurchase Price and Terms Letter or the UBS Website, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount current Stated Principal Balance of the related respective pool of Mortgage Loans Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related such Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the applicable Closing Date by wire transfer of immediately available funds. The Purchaser shall be entitled to (1) all scheduled principal due after the related applicable Cut-off Date, (2) all other recoveries of principal collected on or after the related such Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related such Cut-off Date and collected by the Seller or any successor servicer after the related such Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees and LPMI Rates, if applicable (minus that portion of any such payment which is allocable to the period prior to the related applicable Cut-off Date) and (4) all Prepayment Penalties). The outstanding principal balance of each Mortgage Loan as of the related applicable Cut-off Date is determined after application of payments of principal due on or before the related such Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related applicable Cut-off Date shall not be applied to the principal balance as of the related such Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan Package (the “Purchase Price”) shall be the percentage of par as stated in the related Commitment LetterPurchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in listed on the related attached Mortgage Loan PackageSchedule, after application of scheduled payments of principal for such related Loan Package due on or before such the Cut-off Date whether or not collected. The Purchase Price for a Loan Package may initial principal amount of the Mortgage Loans shall be adjusted the aggregate principal balance of the Mortgage Loans, so computed as stated in of the related Commitment LetterCut-off Date. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount Stated Principal Balance of the related Mortgage Loans as of the Cut-off Date at the weighted average Mortgage Loan Remittance Rate for each Loan Package from of the related Cut-off Mortgage Loans. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the Closing Date through the day prior to the related Closing Date, inclusiveby wire transfer of immediately available funds. With respect to each Loan Package, the The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, together with any unscheduled Principal Prepayments collected prior to the Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser. If, subsequent to the Closing Date, the amount on which the Purchase Price with respect to a Mortgage Loan was based is found to be in error, or if, for any other reason, the Purchase Price or such other amounts are found to be in error, within ten (10) Business Days of the receipt of information sufficient to provide notice that payment is due the party benefiting from the error shall pay an amount sufficient to correct and reconcile the Purchase Price plus interest thereon at an agreed upon market rate or such other amounts and shall provide a reconciliation statement and such other documentation sufficient reasonably to satisfy the other party concerning the accuracy of such reconciliation.

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

Purchase Price. (a) On the Initial Purchase Date and each Business Day thereafter until the Originator Termination Date, the Company shall pay to the Originator a purchase price for each Purchased Receivable of the Originator equal to the Fair Market Value Discount Factor of the outstanding principal balance of such Purchased Receivable in existence on the Determination Date for such Receivable. The purchase price for each Purchased Receivable shall be paid by the following method: (i) First, the Company may pay to the Originator a portion of such purchase price by transferring to the Originator all monies then held by the Company, solely to the extent such monies do not constitute (x) Collections thereon required to be distributed to the Agent under the Receivables Loan Package Agreement or (y) necessary as part of a reserve for liabilities of the Company established by the Company in its sole judgment; and (ii) Second, the Company shall pay the remaining purchase price by crediting to the Note such remaining amount of the purchase price payable to the Originator. On the Initial Purchase Date, the Company shall pay a percentage of the purchase price equal to a fraction, the numerator of which is the aggregate Loan Amount (as defined in the Receivables Loan Agreement) received by the Company pursuant to the Receivables Loan Agreement on the Initial Purchase Date and the denominator of which is the aggregate amount of Receivables purchased by the Company from the Originator and its affiliates on the Initial Purchase Date. On each Monthly Settlement Date occurring after the Initial Purchase Date, the difference between (x) the total purchase price payable to the Originator for all Purchased Receivables originated by the Originator during the Settlement Period ending on such Monthly Settlement Date that were not in existence on the Initial Purchase Date and (y) the amount of such purchase price paid in cash during that Settlement Period shall be credited to the Note. For any Settlement Period that the amount of such cash payments to the Originator exceeds the aggregate purchase price payable for Purchased Receivables during the Settlement Period, such excess shall be applied on the Monthly Settlement Date for such Settlement Period to reduce the principal amount of the Note. (b) The Originator and the Company shall each independently take all necessary action to properly record the sales contemplated by this Agreement to reflect the Company's ownership of all Purchased Receivables. To the extent the sale of any Purchased Receivable or Collection under this Agreement is deemed to be a financing for any applicable legal purpose, the Originator hereby grants to the Company a security interest in all of the Originator's rights in the Purchased Receivables it originated and all Collections thereon to secure the claims of the Company to such Purchased Receivables and all Collections thereon and other proceeds. (c) None of the Company, the Agent, nor any Lender shall have any obligation or liability to any Obligor or other customer or client of the Originator to perform any of the obligations of the Originator in connection with any Receivable or otherwise. (d) The Company hereby grants to the Originator a continuing security interest (the “"Originator's Security Interest") in all the Company's right, title and interest in and to the Purchase Price”Receivables (and all Collections thereon and other proceeds) to secure all obligations of the Company under the Note. The Company hereby agrees to execute and delivery to Originator all documents presented by the Originator to the Company as necessary to perfect the Originator's Security Interest, including, without limitation, Uniform Commercial Code financing statements. Other than any security interests granted by the Company in favor of the Administrative Agent pursuant to the Receivables Loan Agreement, the Company shall be not grant any security interest or lien in, or otherwise encumber, the percentage of par as stated Purchased Receivables; except the Company may grant security interests in the related Commitment Letter, multiplied by Purchased Receivables to any of Originator's Affiliates; provided that such security interests rank PARI PASSU to the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment LetterOriginator's Security Interest. In addition to the Purchase Pricerights set forth in this Section 1.2(d), the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the Purchaser Originator shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries rights of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties. The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser"Recipient" under Section 1.7 hereof.

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

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

Purchase Price. The purchase price Purchase Price for each Mortgage Loan Package (the “Purchase Price”) shall be the percentage of par as stated in the related Commitment LetterConfirmation (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in listed on the related Mortgage Loan PackageSchedule attached to the related Term Sheet, after application of scheduled payments of principal for such related Loan Package due on or before such the related Cut-off Date whether or not collected. The Purchase Price for a Loan Package may initial principal amount of the Mortgage Loans shall be adjusted the aggregate principal balance of the Mortgage Loans, so computed as stated in of the related Commitment LetterCut-off Date. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the SellerCompany, at closing, accrued interest on the aggregate scheduled current principal amount of each Mortgage Loan as of the related Mortgage Loans Cut-off Date at the weighted average Mortgage Loan Remittance Rate for of each Mortgage Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the related Closing Date by wire transfer of immediately available funds. Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller Company or any successor servicer to the Company after the related Cut-off Date shall belong to the SellerCompany), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller Company shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller Company to the Purchaser.

Purchase Price. The purchase price for each Loan Package the Mortgage Loans (the “"Purchase Price”") shall be the percentage of par as stated in the related Commitment Letter, multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in listed on the related Mortgage Loan PackageSchedule, after application of scheduled payments of principal for such related Loan Package due on or before such the Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price for each Loan Package (the “Purchase Price”) Price shall be the percentage of par as stated in the related Commitment LetterPurchase Price and Terms Agreement (subject to the adjustments as provided therein), multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in listed on the related Mortgage Loan PackageSchedule, after application of scheduled payments of principal for such related Loan Package due received on or before such the related Cut-off Date. Notwithstanding the foregoing, if a Mortgage Loan prepays in full between the related Cut-off Date whether and the related Closing Date, inclusive, the Seller shall either remove such Mortgage Loan from the Mortgage Loan Schedule or reimburse the Purchaser for the premium over par which the Purchaser paid within five (5) days of the related Closing Date. In addition, Purchaser will not collected. The Purchase Price for purchase any Mortgage Loan that has not made a Loan Package may be adjusted payment as stated of the date set forth in the related Commitment LetterPurchase Price and Terms Agreement. The initial principal amount of the Mortgage Loans shall be the aggregate principal balance of such Mortgage Loans, so computed as of the related Cut-off Date. On each Closing Date, the Purchaser shall deduct from the Purchase Price proceeds certain costs and expenses set forth in Article XIII or in the related Purchase Price and Terms Agreement. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closingon the related Closing Date, accrued interest on the aggregate scheduled initial principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Interest Rate for each Loan Package from the date interest was last received on the related Cut-off Date Mortgage Loan through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, ▇▇▇ ▇▇▇▇▇▇▇▇ Price shall be paid on the related Closing Date by wire transfer of immediately available federal funds. The Purchaser shall be entitled to (1i) all scheduled principal due received after the related Cut-off Date, (2ii) all other recoveries of principal late charges, assumption fees or other charges collected after the related Cut-off Date Date, and (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), (3iii) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment PenaltiesInterest Rate. The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due received on or before the related Cut-off Date whether or not collectedDate. Therefore, All payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be due on the property first day of the Purchaser. The Seller month after the related Cut-off Date shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller belong to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan Package (the “Purchase Price”) shall be the percentage of par as stated in or as otherwise calculated pursuant to the related Commitment Letter, multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted and Terms Letter (subject to adjustment as stated in the related Commitment Letter. In addition to the Purchase Priceprovided therein), the Purchaser shall pay to the Seller, at closing, plus accrued interest on the aggregate scheduled principal amount Stated Principal Balance of the related Mortgage Loans Loan Package at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With The initial principal amount of the Mortgage Loans shall be the aggregate Stated Principal Balance of the Mortgage Loans, so computed as of the related Cut-off Date, after application of scheduled payments of principal due on or before the related Cut-off Date, whether or not collected (except with respect to each Loan PackageOption ARM Mortgage Loans, in which case, to the extent received). Such payments shall be made to the account designated by the Company by wire transfer to immediately available funds by 3:00 p.m., Charlotte, North Carolina time, on the related Closing Date. The Purchaser shall be entitled to (1) all scheduled principal due (except with respect to Option ARM Mortgage Loans, in which case, to the extent received) after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that that, except with respect to Option ARM Mortgage Loans, all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller Company or any successor servicer after the related Cut-off Date shall belong to the Seller), Company) and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which that is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Thereforecollected together with any unscheduled principal prepayments collected prior to the related Cut-off Date, provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller Company shall deposit any such prepaid amounts into the Custodial Account, which account is established Account for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

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

Purchase Price. The purchase price for each Loan Package (the “Purchase Price”) shall be the percentage of par as stated in On the related Commitment Letter, multiplied by the aggregate scheduled principal balance, as of the related Cut-off Closing Date, of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase Price, the Purchaser shall pay to the Seller, at closing, accrued interest on Company the aggregate scheduled principal amount of Purchase Price set forth in the applicable Trade Confirmation for the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from Package. The purchase price shall be adjusted in accordance with the related Cut-off Date through Trade Confirmation to extent required. The payment by Purchaser shall be made by wire transfer before 4:00 pm, Eastern Time, in immediately available funds to an account designated by Company. If any miscalculation is reflected in the day prior purchase price for the Mortgage Loans, the party benefiting from such error shall pay an amount sufficient to correct the related Closing Date, inclusiveerror. With The Purchaser shall own and be entitled to receive with respect to each Mortgage Loan Packagepurchased, the Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller Company after the related Cut-off Date shall belong to the SellerCompany), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties. The principal balance Unpaid Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller All payments of principal and interest due on a Due Date following the Cut-off Date shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller belong to the Purchaser.

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

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

Purchase Price. The purchase price for each Loan Package (the “Purchase Price”) shall be the percentage of par as stated in the related Commitment Letter, multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition Subject to the Purchase Priceconditions set forth herein, the Purchaser shall pay to the Seller, at closing, Purchase Price plus accrued interest on the aggregate scheduled principal amount Stated Principal Balance of each Mortgage Loan as of the related Mortgage Loans applicable Cut-off Date at the weighted average its Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, both inclusive, to the Seller on the related Closing Date. With respect Such payment shall be made by wire transfer of immediately available funds to each Loan Package, the account designated by the Seller. The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (providedDate, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not Date, to the extent actually collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for paid prior to such Cut-off date, but to be applied on a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

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

Purchase Price. The purchase price for each Loan Package (the “"Purchase Price”") shall be the percentage of par as stated in the related Commitment Letter, multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans listed in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such the related Cut-off Date whether or not collected. The Purchase Price purchase price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase Price, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled initial principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date due date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

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

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

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

Purchase Price. The purchase price Purchase Price for each Mortgage Loan Package (listed on the “Purchase Price”) related Mortgage Loan Schedule shall be the percentage of par as stated in the related Commitment LetterLetter (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balance, its Stated Principal Balance as of the related Cut-off Date, of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated If so provided in the related Commitment Letter, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date at its Mortgage Loans at the weighted average Mortgage Loan Remittance Interest Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, both inclusive, less the Servicing Fee, pro rated on the basis of a 30-day month. With The Purchaser shall own and be entitled to receive with respect to each Mortgage Loan Packagepurchased, the Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at net of the Mortgage Loan Remittance Rate Servicing Fee (minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller to the Purchaser on the first related Distribution Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase Price. The purchase price for each Loan Package (the “"Purchase Price”") shall be the percentage of par as stated in the related Commitment Letter, multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase Price, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

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

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

Purchase Price. The purchase price Purchase Price for each Mortgage Loan Package (the “Purchase Price”) shall be the percentage of par as stated in the related Commitment LetterPurchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in listed on the related Mortgage Loan PackageSchedule, after application of scheduled payments of principal for such related Loan Package due on or before such the related Cut-off Date whether or not collected. The Purchase Price for a Loan Package may initial principal amount of the related Mortgage Loans shall be adjusted the aggregate principal balance of the Mortgage Loans, so computed as stated of the related Cut-off Date. If so provided in the related Commitment Purchase Price and Terms Letter, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled initial principal amount of the related Mortgage Loans at the weighted average interest rate of those Mortgage Loan Remittance Loans, net of interest at the Servicing Fee Rate for each Loan Package and LPMI Rate, if applicable, from the related Cut-off Date through to the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the The Purchaser shall be entitled to (1l) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans net of interest at the Mortgage Loan Remittance Servicing Fee Rate and LPMI Rate, if applicable (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date due date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate and LPMI Rate, if applicable) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser. All payments of principal and interest, less interest at the Servicing Fee Rate and LPMI Rate, if applicable, due on the first day of the month after the related Cut-off Date shall belong to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan Package (the “Purchase Price”) shall be the percentage of par as stated defined in the initial Purchase Price and Terms Letter or the subsequent related Commitment LetterTrade Confirmation as the Purchase Price Percentage(subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in the related each Mortgage Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such the related Cut-off Date whether or not collected. The Purchase Price for a Loan Package may initial principal amount of the Mortgage Loans shall be adjusted the aggregate principal balance of the Mortgage Loans, so computed as stated in of the related Commitment LetterCut-off Date. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closingon the related Closing Date, accrued interest on the aggregate scheduled principal amount Stated Principal Balance of the Mortgage Loans as of the related Mortgage Loans Cut-off Date at the weighted average Mortgage Loan Remittance Rate for each Loan Package of the Mortgage Loans from the related Cut-Cut off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, The Purchase Price plus accrued interest as set forth in the preceding paragraphs shall be paid on the related Closing Date by wire transfer of immediately available funds. The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser. If a Mortgage Loan prepays in full between the Cut-off Date and the Closing Date, inclusive, the Seller shall either remove such Mortgage Loan from the Mortgage Loan Schedule or if the Mortgage Loan Schedule has been finalized, reimburse the Purchaser for the premium over par which the Purchaser paid within 5 business days of request by the Purchaser; provided, however, such request shall not be later than 60 days after the Closing Date. If, subsequent to the related Closing Date, the amount on which the Purchase Price with respect to a Mortgage Loan was based is found to be in error, or if, for any other reason, the Purchase Price or such other amounts are found to be in error, within ten (10) Business Days of the receipt of information sufficient to provide notice that payment is due the party benefiting from the error shall pay an amount sufficient to correct and reconcile the Purchase Price plus interest thereon at an agreed upon market rate or such other amounts and shall provide a reconciliation statement and such other documentation sufficient reasonably to satisfy the other party concerning the accuracy of such reconciliation.

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

Purchase Price. The purchase price for each Loan Package (the “Purchase Price”) shall be the percentage of par as stated in the related Commitment Letter, multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase Price, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to On the related Closing Date, inclusivePurchaser shall pay to Company the Purchase Price for the Mortgage Loans calculated in the manner described in the applicable Purchase Price and Terms Letter for the related Mortgage Loan Package. With The Purchase Price shall be adjusted, to the extent required, in accordance with the related Purchase Price and Terms Letter. The payment by Purchaser shall be made by wire transfer before 4:00 pm, Eastern Time, in immediately available funds to an account designated by Company. If any miscalculation is reflected in the purchase price for the Mortgage Loans, the party benefiting from such error shall pay an amount sufficient to correct the error. The Purchaser shall own and be entitled to receive with respect to each Mortgage Loan Packagepurchased, the Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller Company after the related Cut-off Date shall belong to the SellerCompany), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties. The principal balance Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller All payments of principal and interest due on a Due Date following the Cut-off Date shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller belong to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan Package (the “Purchase Price”) shall be the percentage of par as stated in the related Commitment LetterConfirmation (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balanceStated Principal Balance, as of the related Cut-off Date, of the Mortgage Loans in Loan listed on the related Mortgage Loan PackageSchedule attached to the related Term Sheet, after application of scheduled payments of principal for such related Loan Package due on or before such the related Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the SellerCompany, at closing, accrued interest on the aggregate scheduled principal amount Stated Principal Balance of each Mortgage Loan as of the related Mortgage Loans Cut-off Date at the weighted average Mortgage Loan Remittance Rate for of each Mortgage Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the related Closing Date by wire transfer of immediately available funds. Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller Company or the Servicer or any successor servicer after the related Cut-off Date shall belong to the SellerCompany), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller Servicer shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller Servicer to the Purchaser.

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

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

Purchase Price. The purchase price Purchase Price for the Mortgage Loans in each Mortgage Loan Package (the “Purchase Price”) shall be the percentage of par as stated in the related Commitment Letter, Purchase Price and Terms Letter ( the "Purchase Price Percentage") multiplied by the aggregate scheduled principal balanceStated Principal Balance of the Mortgage Loans, as of the related Cut-off Date, . Purchaser will pay to Seller accrued interest on the Stated Principal Balance of each Mortgage Loan as of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase Price, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount of the related Mortgage Loans at the weighted average its Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through up to and including the day prior to preceding the related Closing Date, inclusiveprorated on the basis of a 360 day year consisting of twelve (12) months of thirty (30) days each. With Purchaser shall own and be entitled to receive with respect to each Mortgage Loan Packagepurchased, the Purchaser shall be entitled to (1a) all scheduled principal due after the related Cut-off Date, (2b) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3c) all payments of interest on the Mortgage Loans at net of the Mortgage Loan Remittance Rate Servicing Fee (minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller to Purchaser on the first Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the Cut-off Date shall belong to Purchaser.

Purchase Price. The purchase price for each Loan Package (the “Purchase Price”) shall be the percentage of par as stated in the related Commitment Letter, multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase Price, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to On the related Closing Date, inclusivePurchaser shall pay to Company for the Mortgage Loans the sum of (i) the Stated Principal Balance of the Mortgage Loans multiplied by the Purchase Price Percentage, plus (ii) an amount equal to accrued interest on the Mortgage Loans at the net Mortgage Interest Rate, from and including the Cut-Off Date through and including the day before the Closing Date. With The payment by Purchaser shall be made by wire transfer before 4:00pm, Eastern Time, in immediately available funds to an account designated by Company. If any miscalculation is reflected in the purchase price for the Mortgage Loans, the party benefiting from such error shall pay an amount sufficient to correct the error. The Purchaser shall own and be entitled to receive with respect to each Mortgage Loan Packagepurchased, the Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller Company after the related Cut-off Date shall belong to the SellerCompany), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties. The principal balance Unpaid Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller All payments of principal and interest due on a Due Date following the Cut-off Date shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller belong to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan Package (the “Purchase Price”) shall be the percentage of par as stated in the related Commitment LetterPurchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in listed on the related attached Mortgage Loan PackageSchedule, after application of scheduled payments of principal for such related Loan Package due on or before such the Cut-off Date whether or not collected. The Purchase Price for a Loan Package may initial principal amount of the Mortgage Loans shall be adjusted the aggregate principal balance of the Mortgage Loans, so computed as stated in of the related Commitment LetterCut-off Date. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount Stated Principal Balance of the related Mortgage Loans as of the Cut-off Date at the weighted average Mortgage Loan Remittance Rate for each Loan Package of the Mortgage Loans from the related Cut-Cut off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the Closing Date by wire transfer of immediately available funds. The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, together with any unscheduled Principal Prepayments collected prior to the Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser. If a Mortgage Loan prepays in full between the Cut-off Date and the Closing Date, inclusive, the Seller shall either remove such Mortgage Loan from the Mortgage Loan Schedule or if the Mortgage Loan Schedule has been finalized, reimburse the Purchaser for the premium over par which the Purchaser paid within 5 business days of request by the Purchaser; provided, however, such request shall not be later than 60 days after the Closing Date. If, subsequent to the Closing Date, the amount on which the Purchase Price with respect to a Mortgage Loan was based is found to be in error, or if, for any other reason, the Purchase Price or such other amounts are found to be in error, within ten (10) Business Days of the receipt of information sufficient to provide notice that payment is due the party benefiting from the error shall pay an amount sufficient to correct and reconcile the Purchase Price plus interest thereon at an agreed upon market rate or such other amounts and shall provide a reconciliation statement and such other documentation sufficient reasonably to satisfy the other party concerning the accuracy of such reconciliation.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan in the related Mortgage Loan Package (the “Purchase Price”) shall be the percentage of par as stated in the related Commitment LetterPurchase Price and Terms Agreement (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in listed on the related Loan PackageClosing Schedule, after application of scheduled payments of principal for such related Loan Package due actually received on or before such the related Cut-off Date. The initial principal amount of the Mortgage Loans shall be the aggregate principal balance of the Mortgage Loans, so computed as of the related Cut-off Date whether or not collectedas set forth on the related Mortgage Loan Schedule. The Purchase Price for a Loan Package may be adjusted as stated If so provided in the related Commitment LetterPurchase Price and Terms Agreement, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled current principal amount of the Mortgage Loans in the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from as of the related Cut-off Date at the weighted average Net Mortgage Interest Rate of those Mortgage Loans from the date through which interest on the Mortgage Loan has been paid (the "Paid-through Date") through the day prior to the related Closing Date, inclusive, which shall in no case exceed 59 days interest. The Purchase Price for the related Mortgage Loan Package plus accrued interest as set forth in the preceding paragraph shall be paid to the Seller by wire transfer of immediately available funds to an account designated by the Seller in writing. With respect to each the Mortgage Loans in a Mortgage Loan Package, the Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date Date, and (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), (32) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to after the related Cut-off Date) and (4) all Prepayment Penalties. The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaseractually received.

Purchase Price. (a) The purchase price for each Loan Package (the “Purchase Price”) Price shall be the percentage of par as stated in the related Commitment LetterPurchase Price and Terms Agreement (subject to the adjustments as provided therein), multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in listed on the related Mortgage Loan PackageSchedule, after application of scheduled payments of principal for such related Loan Package due received on or before such the related Cut-off Date. Notwithstanding the foregoing, if a Mortgage Loan prepays in full between the related Cut-off Date whether and the related Closing Date, inclusive, the Seller shall either remove such Mortgage Loan from the Mortgage Loan Schedule or not collectedreimburse the Purchaser for the premium over par which the Purchaser paid within three (3) days of the related Closing Date. The initial principal amount of the Mortgage Loans shall be the aggregate principal balance of such Mortgage Loans, so computed as of the related Cut-off Date. On each Closing Date, the Purchaser shall deduct from the Purchase Price for a Loan Package may be adjusted as stated proceeds certain costs and expenses set forth in Section 13 or in the related Commitment LetterPurchase Price and Terms Agreement. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closingon the related Closing Date, accrued interest on the aggregate scheduled initial principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, . (b) The Purchase Price shall be paid on the related Closing Date by wire transfer of immediately available federal funds. (c) The Purchaser shall be entitled to (1i) all scheduled principal and interest (at the Mortgage Interest Rate) due after the related Cut-off Date, Date and (2ii) all other recoveries of principal late charges, assumption fees or other charges collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties. The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due received on or before the related Cut-off Date whether or not collectedDate. Therefore, All payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be due on the property first day of the Purchaser. The Seller month after the related Cut-off Date shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller belong to the Purchaser.

Purchase Price. The purchase price for each Loan Package (the “Purchase Price”) ” for each Mortgage Loan shall be the percentage of par as stated in the related Commitment LetterTerm Sheet, multiplied by the aggregate scheduled principal balanceStated Principal Balance, as of the related Cut-off Date, of the Mortgage Loans in Loan listed on the related Mortgage Loan PackageSchedule attached to the related Term Sheet, after application of scheduled payments of principal for such related Loan Package due on or before such the related Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the SellerCompany, at closing, accrued interest on the aggregate scheduled principal amount Stated Principal Balance of each Mortgage Loan as of the related Mortgage Loans Cut-off Date at the weighted average Mortgage Loan Remittance Rate for of each Mortgage Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the related Closing Date by wire transfer of immediately available funds. The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller Company or any successor servicer after the related Cut-off Date shall belong to the SellerCompany), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller Company shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller Company to the Purchaser.. Section 2.03 [Reserved]

Purchase Price. The purchase price for each Loan Package the Mortgage Loans (the “Purchase Price”) shall be the percentage of par as stated in the related Commitment Letter, multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in listed on the related Mortgage Loan PackageSchedule, after application of scheduled payments of principal for such related Loan Package due on or before such the Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. (a) The purchase price for each Loan Package the Transferred Receivables and the other Transferred Assets related thereto shall equal the fair market value of such Transferred Receivables as agreed upon by Buyer and Seller prior to such sale (such amount for any Transferred Assets, the “Purchase Price”). (b) shall be the percentage of par as stated in the related Commitment Letter, multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase Price, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the Purchaser any Transferred Assets sold by Seller shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off payable in full in cash on each Purchase Date (or less frequently if so agreed between Buyer and Seller; provided, however, that all scheduled payments Buyer may, with respect to any sale, offset against such Purchase Price any amounts owed by Seller to Buyer hereunder and which remain unpaid. On each such Purchase Date or other date set by the parties for payment, Buyer shall, upon satisfaction of principal due the applicable conditions set forth in Article III, make available to Seller the Purchase Price for the applicable Transferred Assets in same day funds. During the period beginning on or before the related Cut-off Daily Sale Commencement Date and collected by ending when mutually agreed between Buyer and Seller, the Seller after the related Cut-off Purchase Price payable on each Purchase Date shall belong be based on good faith estimates of the amount of new Receivables since the prior Purchase Date, and the Buyer and Seller shall make compensating payments on each Payment Date as necessary to correct for any errors in estimation. With respect to Receivables created and conveyed to Buyer on days that are not Business Days, Buyer may advance funds to Seller representing the Seller), (3) all Purchase Price for Transferred Assets expected to be conveyed from Seller to Buyer on any calendar day that is not a Business Day; provided that such advance will be based on good faith estimates of the amount of new Receivables to be originated on such non-Business Days and Buyer and Seller shall make compensating payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of next occurring Business Day as necessary to correct for any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties. The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchasererrors in estimation.

Purchase Price. The purchase price for each Loan Package (the “"Purchase Price”") shall be the percentage of par as stated in the related Commitment Letter, multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase Price, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for each the Mortgage Loans in a Mortgage Loan Package (the “Purchase Price”) shall be equal to the sum of (a) the percentage of par as stated in the related Commitment LetterPurchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balance, Scheduled Principal Balance of Mortgage Loans as of the related Cut-off Date, of the Mortgage Loans in Date listed on the related Mortgage Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase Price, the Purchaser shall pay to the Seller, at closing, Schedule plus (b) accrued interest on the aggregate scheduled principal amount Scheduled Principal Balance of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package of such Mortgage Loans from the related Cut-off Date through to but not including such Closing Date (the day prior to “Purchase Price”). If so provided in the related Purchase Price and Terms Letter, portions of each Mortgage Loan Package shall be priced separately. The Purchase Price as set forth in the preceding paragraph for the Mortgage Loans in a Mortgage Loan Package shall be paid on the related Closing Date, inclusiveDate by wire transfer of immediately available funds. With respect to each Loan PackageMortgage Loan, the Purchaser shall be entitled to (1) the principal portion of all scheduled principal Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the related Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance Scheduled Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) Monthly Payments shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts Monthly Payments into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for each the Mortgage Loans in a Mortgage Loan Package (the “Purchase Price”) shall be equal to the sum of (a) the percentage of par as stated in the related Commitment LetterPurchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balance, as Scheduled Principal Balance of Mortgage Loans listed on the related Cut-off Date, of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase Price, the Purchaser shall pay to the Seller, at closing, Schedule plus (b) accrued interest on the aggregate scheduled principal amount Scheduled Principal Balance of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Interest Rate for each Loan Package of such Mortgage Loans from the related Cut-off Date through to but not including such Closing Date (the day prior to “Purchase Price”). If so provided in the related Purchase Price and Terms Letter, portions of the Mortgage Loans shall be priced separately. The Purchase Price as set forth in the preceding paragraph for the Mortgage Loans in a Mortgage Loan Package shall be paid on the Closing Date, inclusiveDate by wire transfer of immediately available funds. With respect to each Loan PackageMortgage Loan, the Purchaser shall be entitled to (1) the principal portion of all scheduled principal Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before the related Cut-off Date and collected by the Seller Servicer or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance Scheduled Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid together with any unscheduled Principal Prepayments collected prior to the Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) Monthly Payments shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts Monthly Payments into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price for each Loan Package the Premises shall be $9.626.300.00 (the “"Purchase Price”) "), the allocation of the Purchase Price among each of the Properties is set forth on Exhibit A attached hereto and shall be payable by Buyer to Seller in immediately available funds on the percentage Closing Date. An earnest depos▇▇ ▇▇ $100,000.00 (the "Earnest Depos▇▇") ▇▇all be paid by Buyer to Escrow Agent upon the execution of par as stated in the related Commitment Letter, multiplied this Agreement by the aggregate scheduled principal balance, as of parties hereto. The Earnest Depos▇▇ ▇▇▇▇l be applied toward the related Cut-off Date, of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collectedPurchase Price at Closing. The Purchase Price shall be absolutely net to Seller, and Buyer shall pay in immediately available funds at the Closing all expenses in connection with the transaction contemplated by this Agreement, including, but not limited to, all escrow fees, title fees, survey fees, recording fees, attorneys' fees, transfer taxes, stamp taxes, privilege taxes, sales and use taxes and any and all other costs and fees associated with the Closing. Buyer shall receive a credit at Closing for any prepaid rental paid to Seller in an amount equal to the monthly rental paid by each lessee pursuant to the applicable Lease multiplied by a Loan Package may be adjusted as stated fraction, the numerator of which is the number of days from and including the Closing Date through and including the last day of the month in which the Closing occurs, and the denominator of which is the total number of days in the related Commitment Letter. In addition to month in which the Closing occurs; provided further, however, if Seller receives the Purchase PricePrice on or after 12:00 p.m. (Phoenix, the Purchaser shall pay to the Seller, at closing, accrued interest AZ time) on the aggregate scheduled principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries numerator of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties. The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) fraction shall be the property number of days from and including the day after the Closing Date through and including the last day of the Purchasermonth in which the Closing occurs. The Notwithstanding the foregoing, a broker's commission shall be paid by Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaseras set forth in Section 21 hereof.

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

Purchase Price. The purchase price for each Loan Package the Mortgage Loans (the “Purchase Price”) shall be the percentage of par as stated in the related Commitment Letter, multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in listed on the related Mortgage Loan PackageSchedule, after application of scheduled payments of principal for such related Loan Package due on or before such the Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled initial principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date due date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price for each Loan Package the Mortgage Loans (the “"Purchase Price”") shall be the percentage of par as stated in the related Commitment Letter, multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in listed on the related Mortgage Loan PackageSchedule, after application of scheduled payments of principal for such related Loan Package due on or before such the Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled initial principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date due date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. In full consideration for the purchase of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for Non-Agency Mortgage Loans, and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller on the Closing Date an amount (the “Base Purchase Price”) equal to the product of (x) the aggregate outstanding principal balance of the Mortgage Loans as of the Cut-Off Date, (y) the Purchase Price Percentage and (z) the Current Excess Servicing Spread Percentage. The Base Purchase Price shall be allocated by the Parties on the Closing Date to reflect the consideration for the purchase price for each Loan Package of the Current Excess Servicing Spread hereunder (the “Purchase Price”) shall be and the percentage of par as stated in consideration for the related Commitment Letter, multiplied rights acquired by Purchaser under the aggregate scheduled principal balance, as of Future Spread Agreement for Non-Agency Mortgage Loans. On the related Cut-off Date, of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase Price, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect Purchaser and Other Purchasers shall also pay a supplemental purchase price (the “Supplemental Purchase Price”) equal to each Loan Packagethe product of (i) $85 million and (ii) a fraction, the numerator of which is the sum of the “Base Purchase Prices” payable by Purchaser shall be entitled and Other Purchasers, as applicable, under (and as defined in) each Sale Agreement (other than the Base Purchase Price payable pursuant to (1the Sale Agreement relating to GNMA Mortgage Loans) all scheduled principal due after on the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Closing Date and collected the denominator of which is the purchase price payable by Seller to ResCap to acquire the Seller after Mortgage Servicing Rights on the related Cut-off Closing Date shall belong pursuant to the Seller), Asset Purchase Agreement (3) all payments of interest on other than the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable the purchase price payable pursuant to the period prior Asset Purchase Agreement relating to GNMA Mortgage Loans). Purchaser and Other Purchasers shall allocate the Supplemental Purchase Price under each or any of the Sale Agreements and Future Spread Agreements (other than pursuant to the related Cut-off DateSale Agreement or Future Spread Agreement relating to GNMA Mortgage Loans) and (4) all Prepayment Penalties. The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaserin their reasonable discretion.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan Package (the “Purchase Price”) shall be the percentage of par as stated in the related Commitment LetterPurchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balanceStated Principal Balance, as of the related applicable Cut-off Date, of the Mortgage Loans in listed on the related Mortgage Loan PackageSchedule, after application of scheduled payments of principal for such related Loan Package due on or before such the applicable Cut-off Date Date, whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated If so provided in the related Commitment Purchase Price and Terms Letter, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount current Stated Principal Balance of the related respective pool of Mortgage Loans Loans, as of the applicable Cut-off Date at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related such Cut-off Date through the day prior to the related Closing Date, inclusive. With The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the applicable Closing Date by wire transfer of immediately available funds. Further, the Seller shall pay to the Purchaser the costs and fees expected to be associated with the recording of an Assignment with respect to each Mortgage Loan Package, (such amount may be set forth in the related Purchase Price and Terms Letter.) The Purchaser shall be entitled to (1) all scheduled principal due after the related applicable Cut-off Date, (2) all other recoveries of principal collected on or after the related such Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related such Cut-off Date and collected by the Seller or any successor servicer after the related such Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees and LPMI Rates, if applicable (minus that portion of any such payment which is allocable to the period prior to the related applicable Cut-off Date) and (4) all Prepayment Penalties). The outstanding principal balance of each Mortgage Loan as of the related applicable Cut-off Date is determined after application of payments of principal due on or before the related such Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to such Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related applicable Cut-off Date shall not be applied to the principal balance as of the related such Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

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

Purchase Price. The purchase price Purchase Price for each Loan Package (the “Purchase Price”) Mortgage Loans shall be equal to (a) the percentage of par as stated in the related Commitment Letter, Purchase Price Percentage multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase PriceBalance, the Purchaser shall pay to the Seller, at closing, plus (b) accrued and unpaid interest on the aggregate scheduled such principal amount of the related Mortgage Loans balance at the weighted average Mortgage Loan Remittance Interest Rate for each Loan Package (net of the Servicing Fee) of those Mortgage Loans from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect For purposes hereof, "Cut-off Date Balance" means the aggregate principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the related Cut-off Date, to each Loan Packagethe extent such payments were actually received, together with any unscheduled principal payments collected prior to the Cut-off Date; provided, however, that payments of scheduled principal and interest paid prior to the Cut-off Date, but to be applied on a due date beyond the related Cut-off Date, shall not be applied to the principal balance as of the related Cut-off Date. If so provided in the related Purchase Price and Terms Agreement, portions of the Mortgage Loans shall be priced separately. The Purchase Price as so determined shall be paid to the Seller on the related Closing Date by wire transfer of immediately available funds to an account designated by the Seller in writing. The Purchaser shall be entitled to (1l) all scheduled principal due paid after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (providedDate, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not Date, to the extent actually collected. Therefore, together with any unscheduled principal prepayments collected prior to the Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for paid prior to the Cut-off Date, but to be applied on a Due Date due date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price for each Loan Package the Mortgage Loans (the “"Purchase Price”") shall be the percentage of par as stated set forth in the related Commitment Letter, multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in listed on the related Mortgage Loan PackageSchedule, after application of scheduled payments of principal for such related Loan Package due on or before such the Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase Price., the Purchaser shall pay to the Seller, at closing, plus accrued interest on the aggregate scheduled principal amount of the related each Mortgage, at its respective Mortgage Loans at the weighted average Mortgage Loan Remittance Interest Rate for each Loan Package from the related Cut-off Date through to and including, the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for each the Mortgage Loans in a Mortgage Loan Package (the “Purchase Price”) shall be equal to the sum of (a) the percentage of par as stated in the related Commitment LetterPurchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balance, Scheduled Principal Balance of Mortgage Loans as of the related Cut-off Date, of the Mortgage Loans in Date listed on the related Mortgage Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase Price, the Purchaser shall pay to the Seller, at closing, Schedule plus (b) accrued interest on the aggregate scheduled principal amount Scheduled Principal Balance as of the related Cut-off Date of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package of such Mortgage Loans from the related Cut-off Date through to but not including such Closing Date (the day prior to "Purchase Price"). If so provided in the related Purchase Price and Terms Letter, portions of each Mortgage Loan Package shall be priced separately. The Purchase Price as set forth in the preceding paragraph for the Mortgage Loans in a Mortgage Loan Package shall be paid on the related Closing Date, inclusiveDate by wire transfer of immediately available funds. With respect to each Loan PackageMortgage Loan, the Purchaser shall be entitled to (1) the principal portion of all scheduled principal Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the related Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance Scheduled Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) Monthly Payments shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts Monthly Payments into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for each the Mortgage Loans in a Mortgage Loan Package (the “Purchase Price”) shall be equal to the sum of (a) the percentage of par as stated in the related Commitment LetterPurchase Price and Terms Letter or UBS Website (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balance, Stated Principal Balance as of the related Cut-off Date, Off Date of the Mortgage Loans in listed on the related Mortgage Loan PackageSchedule or the UBS Website, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition plus (b) an amount equal to the Purchase Price, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount Stated Principal Balance of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Interest Rate for each Loan Package of such Mortgage Loans from the related Cut-off Date through the day prior to but not including the related Closing DateDate (assuming 30/360) (the “Purchase Price”). If so provided in the related Purchase Price and Terms Letter or UBS Website, inclusiveportions of the Mortgage Loans shall be priced separately. In addition, on the related Closing Date the Company shall pay to the Purchaser the costs and fees expected to be associated with the recording of an Assignment of Mortgage with respect to each Mortgage Loan (such amount may be set forth in the related Purchase Price and Terms Letter or UBS Website). The Purchase Price as set forth in the preceding paragraph for the Mortgage Loans in a Mortgage Loan Package shall be paid on the related Closing Date by wire transfer of immediately available funds. With respect to each Loan PackageMortgage Loan, the Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date Date, and (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), (32) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance of each Mortgage Loan as of Such Monthly Payments due on Due Date following the related Cut-off Off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller Company shall deposit any such prepaid amounts Monthly Payments into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. (a) On the Initial Purchase Date and each Business Day thereafter until the Originator Termination Date, the Company shall pay to the Originator a purchase price for each Purchased Receivable of the Originator equal to the Fair Market Value Discount Factor of the outstanding principal balance of such Purchased Receivable in existence on the Determination Date for such Receivable. The purchase price for each Purchased Receivable shall be paid by the following method: 2 (i) First, the Company may pay to the Originator a portion of such purchase price by transferring to the Originator all monies then held by the Company, solely to the extent such monies do not constitute (x) Collections thereon required to be distributed to the Agent under the Receivables Loan Package Agreement or (y) necessary as part of a reserve for liabilities of the Company established by the Company in its sole judgment; and (ii) Second, the Company shall pay the remaining purchase price by crediting to the Note such remaining amount of the purchase price payable to the Originator. On the Initial Purchase Date, the Company shall pay a percentage of the purchase price equal to a fraction, the numerator of which is the aggregate Loan Amount (as defined in the Receivables Loan Agreement) received by the Company pursuant to the Receivables Loan Agreement on the Initial Purchase Date and the denominator of which is the aggregate amount of Receivables purchased by the Company from the Originator and its affiliates on the Initial Purchase Date. On each Monthly Settlement Date occurring after the Initial Purchase Date, the difference between (x) the total purchase price payable to the Originator for all Purchased Receivables originated by the Originator during the Settlement Period ending on such Monthly Settlement Date that were not in existence on the Initial Purchase Date and (y) the amount of such purchase price paid in cash during that Settlement Period shall be credited to the Note. For any Settlement Period that the amount of such cash payments to the Originator exceeds the aggregate purchase price payable for Purchased Receivables during the Settlement Period, such excess shall be applied on the Monthly Settlement Date for such Settlement Period to reduce the principal amount of the Note. (b) The Originator and the Company shall each independently take all necessary action to properly record the sales contemplated by this Agreement to reflect the Company's ownership of all Purchased Receivables. To the extent the sale of any Purchased Receivable or Collection under this Agreement is deemed to be a financing for any applicable legal purpose, the Originator hereby grants to the Company a security interest in all of the Originator's rights in the Purchased Receivables it originated and all Collections thereon to secure the claims of the Company to such Purchased Receivables and all Collections thereon and other proceeds. (c) None of the Company, the Agent, nor any Lender shall have any obligation or liability to any Obligor or other customer or client of the Originator to perform any of the obligations of the Originator in connection with any Receivable or otherwise. (d) The Company hereby grants to the Originator a continuing security interest (the “"Originator's Security Interest") in all the Company's right, title and interest in and to the Purchase Price”Receivables (and all Collections thereon and other proceeds) to secure all obligations of the Company under the Note. The Company hereby agrees to execute and delivery to Originator all documents presented by the Originator to the Company as necessary to perfect the Originator's Security Interest, including, without limitation, Uniform Commercial Code financing statements. Other than any security interests granted by the Company in favor of the Administrative Agent pursuant to the Receivables Loan Agreement, the Company shall be not grant any security interest or lien in, or otherwise encumber, the percentage of par as stated Purchased Receivables; except the Company may grant security interests in the related Commitment Letter, multiplied by Purchased Receivables to any of Originator's Affiliates; provided that such security interests rank PARI PASSU to the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment LetterOriginator's Security Interest. In addition to the Purchase Pricerights set forth in this Section 1.2(d), the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the Purchaser Originator shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries rights of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties. The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser"Recipient" under Section 1.7 hereof.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan Package (listed on the “Purchase Price”) related Mortgage Loan Schedule shall be the percentage of par Purchase Price Percentage as stated in the related Commitment LetterLetter (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balance, its Stated Principal Balance as of the related Cut-off Date, of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated If so provided in the related Commitment Letter, portions of each Mortgage Loan Package shall be priced separately. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount Stated Principal Balance of each Mortgage Loan as of the related Mortgage Loans Cut-off Date at the weighted average related Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, both inclusive, pro-rated on the basis of a 30-day month. With Purchaser shall own and be entitled to receive with respect to each Mortgage Loan Packagepurchased, the Purchaser shall be entitled to (1a) all scheduled principal due after the related Cut-off Date, (2b) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3c) all payments of interest on the Mortgage Loans at net of the Mortgage Loan Remittance Rate Servicing Fee (minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller to Purchaser on the first Remittance Date following the related Closing Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the Cut-off Date shall belong to Purchaser.

Purchase Price. On the first Business Day following the Agreement Date, Purchaser shall pay Seller an amount (the “Deposit”) equal to the product of (i) $24,241,315 and (ii) Current Excess Servicing Spread Percentage, without any of the adjustments provided in the Purchase and Sale Agreement for such calculation, as an ▇▇▇▇▇▇▇ money deposit. In full consideration for the purchase of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for GNMA Mortgage Loans, and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller an amount (the “Base Purchase Price”) equal to the product of (x) the aggregate outstanding principal balance of the Mortgage Loans as of the Cut-Off Date, (y) the Purchase Price Percentage and (z) the Current Excess Servicing Spread Percentage. The Base Purchase Price shall be allocated by the Parties on the Sale Date to reflect the consideration for the purchase price for each Loan Package of the Current Excess Servicing Spread hereunder (the “Purchase Price”) and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for GNMA Mortgage Loans. The Base Purchase Price shall be the percentage of par as stated in the related Commitment Letter, multiplied payable by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition Purchaser to the Purchase Price, Seller as follows: (a) the Purchaser Deposit shall pay to the Seller, at closing, accrued interest be payable on the aggregate scheduled principal amount of first Business Day following the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Agreement Date, (2b) all other recoveries 50% of principal collected after the related Cut-off Date (provided, however, that all scheduled payments estimated Base Purchase Price net of principal due the Deposit shall be payable on or before the related Cut-off Sale Date and collected (c) the portion of the Base Purchase Price that has not been paid to Seller by Purchaser as of such date, including with respect to Mortgage Loans that have prepaid between the Seller after Sale Date and the related Cut-off Servicing Transfer Date, plus interest thereon at the Federal Funds Rate for the period from the Sale Date to the Servicing Transfer Date shall belong to the Seller), (3) all payments of interest be payable on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Servicing Transfer Date) and (4) all Prepayment Penalties. The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into deliver the Custodial Account, which account Schedule of Mortgage Loans no later ten (10) Business Days after the Sale Date. In the event there is established for the benefit an adjustment and reconciliation of the Purchaser for subsequent remittance Seller’s purchase price pursuant to the terms of Section 3.01(d) of the Purchase and Sale Agreement, the Base Purchase Price shall be subject to a corresponding adjustment and any adjustment amounts (including interest) shall be paid by the Seller Purchaser or the Seller, as applicable, to the Purchaserother party within ten (10) Business Days from receipt of satisfactory written verification of amounts due.

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

Purchase Price. The purchase price for each Loan Package (the “Purchase Price”) Price shall be the percentage of par as stated in the related Commitment LetterPurchase Price and Terms Agreement (subject to the adjustments as provided therein), multiplied by the aggregate scheduled Stated Principal Balance of the Mortgage Loans included in the related Mortgage Loan Package. Notwithstanding the foregoing, if a Mortgage Loan prepays in full between the related Cut-off Date and the related Closing Date, inclusive, the Seller shall either remove such Mortgage Loan from the Mortgage Loan Schedule or reimburse the Purchaser for the premium over par (if any) which the Purchaser paid within five (5) days of the related Closing Date. In addition, Purchaser will not purchase any Mortgage Loan that has not made a payment as of the date set forth in the related Purchase Price and Terms Agreement. The initial principal balanceamount of the Mortgage Loans shall be the aggregate principal balance of such Mortgage Loans, so computed as of the related Cut-off Date. On each Closing Date, of the Mortgage Loans Purchaser shall deduct from the Purchase Price proceeds certain costs and expenses set forth in Article XIII or in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letterand Terms Agreement, if applicable. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closingon the related Closing Date, accrued interest on the aggregate scheduled principal amount Stated Principal Balance of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from as of the related Cut-off Date at the weighted average Mortgage Interest Rate from the date interest was last received on the related Mortgage Loan through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, The Purchase Price shall be paid on the related Closing Date by wire transfer of immediately available federal funds. The Purchaser shall be entitled to (1i) all scheduled principal due received after the related Cut-off Date, (2ii) all other recoveries of principal late charges, assumption fees or other charges collected after the related Cut-off Date (providedDate, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller)extent any such charges are not Ancillary Income, and (3iii) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment PenaltiesInterest Rate. The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due received on or before the related Cut-off Date whether or not collectedDate. Therefore, All payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be due on the property first day of the Purchaser. The Seller month after the related Cut-off Date shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller belong to the Purchaser.

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

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

Purchase Price. The purchase price for each Loan Package the Mortgage Loans (the “"Purchase Price”") shall be the percentage of par as stated in the related Commitment Letter, multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in listed on the related Mortgage Loan PackageSchedule, after application of scheduled payments of principal for such related Loan Package due on or before such the Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price for each Loan Package the Mortgage Loans (the “"Purchase Price”") shall be the percentage of par as stated in the related respective Commitment Letter, multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in listed on the related Mortgage Loan PackageSchedule, after application of scheduled payments of principal for such related Loan Package due on or before such the Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related respective Commitment Letter. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled initial principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for each the Mortgage Loans in a Mortgage Loan Package (the “Purchase Price”) shall be equal to the sum of (a) the percentage of par as stated in the related Commitment LetterPurchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balance, as Scheduled Principal Balance of Mortgage Loans listed on the related Cut-off Date, of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase Price, the Purchaser shall pay to the Seller, at closing, Schedule plus (b) accrued interest on the aggregate scheduled principal amount Scheduled Principal Balance of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Interest Rate for each Loan Package of such Mortgage Loans from the related Cut-off Date through to but not including such Closing Date (the day prior to “Purchase Price”). If so provided in the related Purchase Price and Terms Letter, portions of the Mortgage Loans shall be priced separately. The Purchase Price as set forth in the preceding paragraph for the Mortgage Loans in a Mortgage Loan Package shall be paid on the Closing Date, inclusiveDate by wire transfer of immediately available funds. With respect to each Loan PackageMortgage Loan, the Purchaser shall be entitled to (1) the principal portion of all scheduled principal Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before the related Cut-off Date and collected by the Seller Servicer or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the related Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance Scheduled Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid together with any unscheduled Principal Prepayments collected prior to the Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) Monthly Payments shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts Monthly Payments into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Loan Package the Mortgage Loans shall be equal to [ ]% (the “"Purchase Price”Price Percentage") shall be the percentage of par as stated in the related Commitment Letter, multiplied by the aggregate scheduled outstanding principal balancebalance of the Mortgage Loans actually purchased, as of the related Cut-off Date, after application of payments of principal and interest due on the Mortgage Loans in the related Loan Package, after application of scheduled whether or not such payments of principal for such related Loan Package due were received on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase Price, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after plus the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), (3) all payments of accrued interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to as defined herein) from the period last paid installment date through the day prior to the related Closing Date, inclusive. The weighted average of all mortgage interest rates (the "WAC") on the Mortgage Loans is [ ]%. On the Closing Date, should the WAC for the Mortgage Loans actually purchased vary from [ ]% the Purchase Price Percentage shall be adjusted based upon a Buyup ratio of [ ]:1 and a Buydown ratio of [ ]:1 (the "Adjusted Purchase Price Percentage"). The Adjusted Purchase Price for the Mortgage Loans shall be equal the Adjusted Purchase Price Percentage multiplied by the aggregate outstanding principal balance of the Mortgage Loans actually purchased, as of the Cut-off Date) and (4) all Prepayment Penalties. The principal balance of each Mortgage Loan as of the related Cut-off Date is determined , after application of payments of principal and interest due on the Mortgage Loans whether or not such payments were received on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus , plus the accrued interest at the Servicing Fee RateMortgage Loan Remittance Rate (as defined herein) from the last paid installment date through the day prior to the Closing Date, inclusive. The Purchase Price or Adjusted Purchase Price shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by paid to the Seller to in immediately available funds by wire transfer on the PurchaserClosing Date.

Purchase Price. The purchase price Purchase Price for each the Mortgage Loans in a Mortgage Loan Package (the “Purchase Price”) shall be equal to the sum of (a) the percentage of par as stated in the related Commitment LetterPurchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balance, Scheduled Principal Balance of Mortgage Loans as of the related Cut-off Date, of the Mortgage Loans in Date listed on the related Mortgage Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase Price, the Purchaser shall pay to the Seller, at closing, Schedule plus (b) accrued interest on the aggregate scheduled principal amount Scheduled Principal Balance of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package of such Mortgage Loans from the related Cut-off Date through to but not including such Closing Date (the day prior to "Purchase Price"). If so provided in the related Purchase Price and Terms Letter, portions of the Mortgage Loans shall be priced separately. The Purchase Price as set forth in the preceding paragraph for the Mortgage Loans in a Mortgage Loan Package shall be paid on the related Closing Date, inclusiveDate by wire transfer of immediately available funds. With respect to each Loan PackageMortgage Loan, the Purchaser shall be entitled to (1) the principal portion of all scheduled principal Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before the related Cut-off Date and collected by the Seller Servicer or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance Scheduled Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) Monthly Payments shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts Monthly Payments into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan Package (listed on the “Purchase Price”) related Mortgage Loan Schedule shall be the percentage of par as stated in the related Commitment LetterLetter (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balance, its Stated Principal Balance as of the related Cut-off Date, of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated If so provided in the related Commitment Letter, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date at its Mortgage Loans at the weighted average Mortgage Loan Remittance Interest Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, both inclusive, less the Servicing Fee, pro rated on the basis of a 30-day month. With Purchaser shall own and be entitled to receive with respect to each Mortgage Loan Packagepurchased, the Purchaser shall be entitled to (1a) all scheduled principal due after the related Cut-off Date, (2b) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3c) all payments of interest on the Mortgage Loans at net of the Mortgage Loan Remittance Rate Servicing Fee (minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller to Purchaser on the first Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the Cut-off Date shall belong to Purchaser.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan Package (listed on the “Purchase Price”) related Mortgage Loan Schedule shall be the percentage of par as stated in or otherwise calculated pursuant to the related Commitment LetterTrade Confirmation (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balance, its Stated Principal Balance as of the related Cut-off Date. If so provided in the related Trade Confirmation, portions of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may shall be adjusted as stated in the related Commitment Letterpriced separately. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the SellerCompany, at closing, accrued interest on the aggregate scheduled principal amount Stated Principal Balance of each Mortgage Loan as of the related Mortgage Loans Cut-off Date at the weighted average Mortgage Loan Remittance Interest Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, both inclusive. With respect to each Mortgage Loan Package(other than Option ARM Mortgage Loans) purchased, the Purchaser shall own and be entitled to receive: (1a) the principal portion of all scheduled principal Monthly Payments due (or received in the case of the Option ARM Mortgage Loans) after the related applicable Cut-off Date, Date and (2b) all other payments and/or recoveries of principal collected on or after the related applicable Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related applicable Cut-off Date and collected by the Seller Servicer after the related applicable Cut-off Date shall shall, except in the case of the Option ARM Mortgage Loans, belong to the Seller), Company) and (3c) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which that is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment PenaltiesPremiums. The principal balance Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Thereforecollected together with any unscheduled principal prepayments collected prior to the related Cut-off Date, provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate and any LPMI Fee Rate, if applicable) shall be the property of the Purchaser. The Seller Company shall deposit any such prepaid amounts into the Custodial Account, which account is established Account for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for each the Mortgage Loans in a Mortgage Loan Package (the “Purchase Price”) shall be equal to the sum of (a) the percentage of par as stated in the related Commitment LetterPurchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balance, Scheduled Principal Balance of Mortgage Loans as of the related Cut-off Date, of the Mortgage Loans in Date listed on the related Mortgage Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase Price, the Purchaser shall pay to the Seller, at closing, Schedule plus (b) accrued interest on the aggregate scheduled principal amount Scheduled Principal Balance as of the related Cut-off Date of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package of such Mortgage Loans from the related Cut-off Date through to but not including such Closing Date (the day prior to "Purchase Price"). If so provided in the related Purchase Price and Terms Letter, portions of each Mortgage Loan Package shall be priced separately. The Purchase Price as set forth in the preceding paragraph for the Mortgage Loans in a Mortgage Loan Package shall be paid on the related Closing Date, inclusiveDate by wire transfer of immediately available funds. With respect to each Loan PackageMortgage Loan, the Purchaser shall be entitled to (1) the principal portion of all scheduled principal Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal and any Prepayment Penalties collected on or after the related Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments and any Prepayment Penalties due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the related Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance Scheduled Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the related Cut-Cut- off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) Monthly Payments shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts Monthly Payments into the Custodial Account, which account is established Account for the benefit of the Purchaser for subsequent remittance by the Seller to the PurchaserPurchaser on the first related Remittance Date.

Purchase Price. The purchase price for each Loan Package (the “Purchase Price”) Price shall be the percentage of par as stated in the related Commitment LetterPurchase Price and Terms Agreement (subject to the adjustments as provided therein), multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in listed on the related Mortgage Loan PackageSchedule, after application of scheduled payments of principal for such related Loan Package due received on or before such the related Cut-off Date. Notwithstanding the foregoing, if a Mortgage Loan prepays in full between the related Cut-off Date whether and the related Closing Date, inclusive, the Company shall either remove such Mortgage Loan from the Mortgage Loan Schedule or reimburse the Purchaser for the premium over par (if any) which the Purchaser paid within three (3) days of the related Closing Date. In addition, Purchaser will not collected. The Purchase Price for purchase any Mortgage Loan that has not made a Loan Package may be adjusted payment as stated of the date set forth in the related Commitment LetterPurchase Price and Terms Agreement. The initial principal amount of the Mortgage Loans shall be the aggregate principal balance of such Mortgage Loans, so computed as of the related Cut-off Date. On each Closing Date, the Purchaser shall deduct from the Purchase Price proceeds certain costs and expenses set forth in Article XIII or in the related Purchase Price and Terms Agreement. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the SellerCompany, at closingon the related Closing Date, accrued interest on the aggregate scheduled initial principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, The Purchase Price shall be paid on the related Closing Date by wire transfer of immediately available federal funds. The Purchaser shall be entitled to (1i) all scheduled principal due received after the related Cut-off Date, (2ii) all other recoveries of principal late charges, assumption fees or other charges collected after the related Cut-off Date Date, and (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), (3iii) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment PenaltiesInterest Rate. The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due received on or before the related Cut-off Date whether or not collectedDate. Therefore, All payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be due on the property first day of the Purchaser. The Seller month after the related Cut-off Date shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller belong to the Purchaser.

Purchase Price. The purchase price Purchase Price for each the Mortgage Loans in a Mortgage Loan Package (the “Purchase Price”) shall be equal to the sum of (a) the percentage of par as stated in the related Commitment LetterConfirmation Letter (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balance, Stated Principal Balance of Mortgage Loans as of the related Cut-off Date, of the Mortgage Loans in Date listed on the related Mortgage Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase Price, the Purchaser shall pay to the Seller, at closing, Schedule plus (b) accrued interest on the aggregate scheduled principal amount Stated Principal Balance as of the related Cut-off Date of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Interest Rate for each Loan Package of such Mortgage Loans from the related Cut-off Date through to but not including such Closing Date, net of the day prior Servicing Fee, from the related Cut-off Date to but not including such Closing Date (the “Purchase Price”). If so provided in the related Confirmation Letter, portions of each Mortgage Loan Package shall be priced separately. The Purchase Price as set forth in the preceding paragraph for the Mortgage Loans in a Mortgage Loan Package shall be paid by the Initial Purchaser to the Seller on the related Closing Date, inclusiveDate by wire transfer of immediately available funds. With respect to each Mortgage Loan Packagepurchased, the Initial Purchaser shall own and be entitled to receive: (1a) all scheduled principal due after the related Cut-off Date, (2) all other payments and/or recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller)Date, (3b) all payments of interest on such Mortgage Loan net of the related Servicing Fee, and (c) all Prepayment Penalties on the Mortgage Loans at collected on or after the Mortgage Loan Remittance Rate (minus that portion Cut-off Date. For the purposes of any such payment which is allocable to the period this Agreement, if received prior to the related Cut-off Date) and (4) all Prepayment Penalties. The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Closing Date shall not be applied to reduce the principal balance as Stated Principal Balance of the related Cut-off Mortgage Loan as of such Closing Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the PurchaserSeller.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan Package (the “Purchase Price”) shall be the percentage of par as stated in the related Commitment LetterPurchase Price and Terms Agreement (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in the related Loan PackageLoans, after application of scheduled payments of principal for such related Loan Package due on or before the Cut-off Date, to the extent such payments were actually received. The initial principal amount of the Mortgage Loans shall be the aggregate principal balance of the Mortgage Loans, so computed as of the Cut-off Date whether or not collectedas set forth on the Mortgage Loan Schedule. The If so provided in the Purchase Price for a Loan Package may and Terms Agreement, portions of the Mortgage Loans shall be adjusted as stated in the related Commitment Letterpriced separately. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled current principal amount of the related Mortgage Loans which are less than 60 days delinquent as of the Cut-off Date at the weighted average Net Mortgage Loan Remittance Interest Rate for each Loan Package of those Mortgage Loans from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package; provided, however, the total amount of accrued interest shall not exceed 59 days' interest. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid to the Seller by wire transfer of immediately available funds to an account designated by the Seller in writing. The Purchaser shall be entitled to (1l) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (providedDate, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not Date, to the extent actually collected. Therefore, together with any unscheduled principal prepayments collected prior to the Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for paid prior to the Cut-off Date, but to be applied on a Due Date due date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit cause any such prepaid amounts into to be remitted to the Custodial Account, which account is established for the benefit of the Purchaser Servicer for subsequent remittance by the Seller to the Purchaser.

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

Purchase Price. The purchase price Seller agrees to sell to Purchaser the Conservation Easement for each Loan Package the sum of One Hundred and Fifty Five Thousand Dollars (the $155,000) (“Purchase Price”), which represents a part of the total consideration paid for the Conservation Easement, pursuant to a separate agreement between Seller, Land Trust, and the U.S. Natural Resources Conservation Service. (The total consideration paid at closing for the Conservation Easement, including funds provided by the U.S. Natural Resources Conservation Service, will total $672,500.00.) Purchaser shall provide the Purchase Price to Seller in consideration of the sale of the Deed of Conservation Easement, and the Purchase Price shall be the percentage of par as stated in the related Commitment Letter, multiplied payable by warrant or wire transfer issued by the aggregate scheduled principal balanceGallatin County Treasurer to Seller at the time of closing, as of the related Cut-off Date, of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collectedthrough an agreed upon Escrow account subject to Purchaser’s and Land Trust’s closing instructions. The Purchase Price for a Loan Package may Deed of Conservation Easement shall be adjusted as stated in recorded at Closing, at the related Commitment Letter. In addition to the Purchase Price, the Purchaser shall pay to the expense of Seller, at closing, accrued interest on the aggregate scheduled principal amount office of the related Mortgage Loans at Gallatin County Clerk and Recorder. Seller agrees that the weighted average Mortgage Loan Remittance Rate Purchase Price is the final negotiated purchase price for each Loan Package from Purchaser’s portion of the related Cut-off Date through overall purchase of the day prior to the related Closing DateConservation Easement, inclusive. With respect to each Loan Package, the Purchaser and Seller shall not be entitled to (1) seek any additional funding from the Open Space Bond Fund for the Deed of Conservation Easement on and over the real property described in Exhibit A of this Agreement. Purchaser may elect to assign all scheduled principal due after of its rights and obligations under this Agreement to Land Trust, except for the related Cut-off Dateright and obligation to provide the Purchase Price at Closing. If Purchaser does effect such an assignment to Land Trust, (2) all other recoveries of principal collected after Purchaser shall deposit the related Cut-off Date (provided, however, Purchase Price into escrow with the Closing Agent with instructions that all scheduled payments of principal due on or before the related Cut-off Date and collected by Purchase Price shall be disbursed to the Seller after only upon Purchaser’s approval of all required closing documents and the related Cut-off Date shall belong to the Seller), (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties. The principal balance of each Mortgage Loan as recording of the related Cut-off Date is determined after application Deed of payments of principal due on or before the related Cut-off Date whether or not collected. ThereforeConservation Easement and all necessary Subordination Agreements, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaserif any.

Purchase Price. In full consideration for the purchase of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for GNMA Mortgage Loans, and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller on the Sale Date an amount (the “Base Purchase Price”) equal to (i) the product of (x) the aggregate outstanding principal balance of the Mortgage Loans as of the Cut-Off Date, (y) the Purchase Price Percentage and (z) the Current Excess Servicing Spread Percentage plus (ii) $179,225.56, an amount equal to the financing charge of the Current Excess Servicing Spread for the period from the Cut-off Date through the Sale Date minus (iii) the product of the Current Excess Servicing Spread Percentage and the Prepay Deposit Amount. The Base Purchase Price shall be allocated by the Parties on the Sale Date to reflect the consideration for the purchase price for each Loan Package of the Current Excess Servicing Spread hereunder (the “Purchase Price”) and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for GNMA Mortgage Loans. In addition, on the first Distribution Date, Seller shall be pay Purchaser, an adjustment to the percentage of par as stated in Purchase Price equal to the related Commitment Letter, multiplied by the aggregate scheduled principal balance, as Purchase Price Rebate Amount. The Parties shall treat any payment of the related Cut-off Date, of Purchase Price Rebate Amount pursuant to this Agreement as an adjustment to the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted all purposes. Seller and Purchaser shall cooperate to reconcile the Base Purchase Price within 10 Business Days after the Sale Date or soon as stated in the related Commitment Letterreasonably practical thereafter. In addition the event there is an adjustment or reconciliation of the Base Purchase Price (i) Seller shall pay to Purchaser (x) the amount, if any, by which the estimated Base Purchase Price paid on the Sale Date exceeds the reconciled Base Purchase Price plus (y) interest on the applicable amount computed pursuant to clause (i)(x) above at the Federal Funds Rate for the period from the Sale Date to the date of payment in full of such amount; or (B) Purchaser shall pay to the Seller (x) the amount, if any, by which the Base Purchase Price exceeds the estimated Base Purchase Price, plus (y) interest on the amount computed pursuant to clause (B)(x) above at the Federal Funds Rate for the period from the Sale Date to the date of payment in full of such amount. Any adjustment amounts (including interest) shall be paid by the Purchaser or the Seller, as applicable, to the other party within ten (10) Business Days from receipt of satisfactory written verification of amounts due. The Base Purchase Price shall be payable by the Purchaser to the Seller as follows: (a) 100% of the estimated Base Purchase Price allocable to the Mortgage Servicing Rights less the product of (x) Current Excess Servicing Spread Percentage and (y) the Holdback, shall be payable on the Sale Date, and (b) the Purchaser’s portion of the Holdback shall be released to Seller based on when the Seller is required to release the Holdback pursuant to the terms of the Purchase and Sale Agreement. To the extent that the aggregate Seller Purchase Price for Mortgage Loans that prepay in full within ninety (90) days after the P&S Sale Date (other than Mortgage Loans prepaid through a refinancing provided by Seller or an affiliate, or in connection with a default by a mortgagor, including a short sale or acceptance of a deed-in-lieu of foreclosure) exceeds the Prepay Deposit Amount, the Seller shall pay the Purchaser the product of the (i) the Current Excess Servicing Spread Percentage and (ii) the excess of (a) the aggregate Seller Purchase Price for such prepaid Mortgage Loans over (b) the Prepay Deposit Amount. To the extent that the aggregate Seller Purchase Price calculated ninety (90) days after the P&S Sale Date for such prepaid Mortgage Loans is less than the Prepay Deposit Amount, the Purchaser shall pay to Seller the Sellerproduct of (i) the Current Excess Servicing Spread Percentage and (ii) the excess of (a) the Prepay Deposit Amount over (b) such aggregate Seller Purchase Price for such Prepaid Mortgage Loans. Any such amounts shall be paid by Seller or Purchaser, at closingas applicable, accrued interest on within 30 days after the aggregate scheduled principal amount termination of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the ninety day prior to the related Closing Date, inclusive. With respect to each Loan Package, the Purchaser shall be entitled to (1) all scheduled principal due period after the related Cut-off P&S Sale Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties. The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan in the Mortgage Loan Package (the “Purchase Price”) shall be the percentage of par as stated in the related Commitment LetterTerm Sheet (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in listed on the related Mortgage Loan PackageSchedule, after application of scheduled payments of principal for such related Loan Package due on or before such the related Cut-off Date whether or not collected. The Purchase Price for a Loan Package may initial principal amount of the Mortgage Loans shall be adjusted the aggregate principal balance of the Mortgage Loans, so computed as stated in of the related Commitment LetterCut-off Date. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the applicable Seller, at closing, accrued interest on the aggregate scheduled principal amount Stated Principal Balance of the Mortgage Loans as of the related Mortgage Loans Cut-off Date at the weighted average Mortgage Loan Remittance Rate for each Loan Package of the Mortgage Loans from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the related Closing Date by wire transfer of immediately available funds. The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller a Servicer or any successor servicer after the related Cut-off Date shall belong to the applicable Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related such Cut-off Date whether or not collected. Therefore, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related such Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller Each Servicer shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller each Servicer to the Purchaser. If a Mortgage Loan prepays in full between the a Cut-off Date and the related Closing Date, inclusive, the applicable Seller shall either remove such Mortgage Loan from the Mortgage Loan Schedule or if the Mortgage Loan Schedule has been finalized, reimburse the Purchaser for the premium over par which the Purchaser paid within 5 Business Days of request by the Purchaser; provided, however, such request shall not be later than 60 days after the related Closing Date. If, subsequent to the related Closing Date, the amount on which the Purchase Price with respect to a Mortgage Loan was based is found to be in error, or if, for any other reason, the Purchase Price or such other amounts are found to be in error, within ten (10) Business Days of the receipt of information sufficient to provide notice that payment is due the party benefiting from the error shall pay an amount sufficient to correct and reconcile the Purchase Price plus interest thereon at an agreed upon market rate or such other amounts and shall provide a reconciliation statement and such other documentation sufficient reasonably to satisfy the other party concerning the accuracy of such reconciliation.

Purchase Price. The purchase price for each Loan Package the Mortgage Loans (the “"Purchase Price”") shall be the percentage of par as stated in the related Commitment Letter, multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in listed on the related Mortgage Loan PackageSchedule, after application of scheduled payments of principal for such related Loan Package due on or before such the Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled initial principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

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

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

Purchase Price. The purchase price Purchase Price for each Mortgage Loan Package (the “Purchase Price”) shall be the percentage of par as stated in the related Commitment LetterLetter (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balance, Stated Principal Balance as of the related Cut-off Date, of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closing, accrued interest up to, but not including, the Closing Date on the aggregate scheduled current principal amount of the related Mortgage Loans as of the Cut-off Date at the weighted average Mortgage Loan Remittance Rate for each Loan Package from of the related Mortgage Loans as of the Cut-off Date. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the Closing Date through the day prior to the related Closing Date, inclusiveby wire transfer of immediately available funds. With respect to each Loan Package, the The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, together with any unscheduled Principal Prepayments collected prior to the Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser. If, subsequent to the Closing Date, the amount on which the Purchase Price with respect to a Mortgage Loan was based is found to be in error, or if, for any other reason, the Purchase Price or such other amounts are found to be in error, within ten (10) Business Days of the receipt of information sufficient to provide notice that payment is due the party benefitting from the error shall pay an amount sufficient to correct and reconcile the Purchase Price (plus interest thereon in the case of overpayment by Purchaser) or such other amounts and shall provide a reconciliation statement and such other documentation sufficient reasonably to satisfy the other party concerning the accuracy of such reconciliation.

Purchase Price. In full consideration for the purchase of the Original Current Excess Servicing Spread and the rights under the Future Spread Agreement for Non-Agency Mortgage Loans, and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller on the Original Agreement Date an amount (the "Base Purchase Price") equal to the product of (x) the aggregate outstanding principal balance of the Mortgage Loans as of the Cut-Off Date, (y) the Purchase Price Percentage and (z) the Original Current Excess Servicing Spread Percentage. The Base Purchase Price shall be allocated by the Parties on the Closing Date to reflect the consideration for the purchase of the Original Current Excess Servicing Spread hereunder (the "Purchase Price") and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for Non-Agency Mortgage Loans. Purchaser will also pay to Seller a supplemental purchase price for each Loan Package (the “Supplemental Purchase Price”) equal to the product of (i) $25 million and (ii) a fraction, the numerator of which is the sum of the "Base Purchase Price" paid by Purchaser under (and as defined in) each Sale Agreement on the applicable Closing Date and the denominator of which is the aggregate purchase price paid by Seller to Aurora to acquire mortgage servicing rights pursuant to the Residential Servicing Business Asset Purchase Agreement. Purchaser will allocate the Supplemental Purchase Price under each or any of the Sale Agreements and Future Spread Agreements in its reasonable discretion. The portion of the Supplemental Purchase Price so allocated to the applicable Sale Agreement and the related Future Spread Agreement shall be paid by Purchaser on the percentage of par as stated in "Closing Date" applicable to each such Sale Agreement and the related Commitment LetterFuture Spread Agreement. The parties intend that any Purchase Price Adjustment Amount received by Purchaser pursuant to Section 3.04(a) of this Agreement be characterized as an adjustment to the Purchase Price for federal, multiplied by state and local income tax purposes, and neither Party shall take any position on any tax return or tax filing inconsistent therewith. In full consideration for the purchase of the Amendment Current Excess Servicing Spread, and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller an amount (the “Amendment Base Purchase Price”) equal to the product of (x) the aggregate scheduled outstanding principal balance, as of the related Cut-off Date, balance of the Mortgage Loans in as of the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Amendment Cut-off Date whether or not collectedOff Date, (y) the Amendment Purchase Price Percentage and (z) the Amendment Current Excess Servicing Spread Percentage. The Amendment Base Purchase Price shall be allocated by the Parties on the Amendment Date to reflect the consideration for the purchase of the Amendment Current Excess Servicing Spread hereunder (the “Amendment Purchase Price”) and the consideration for the rights acquired by Purchaser under the amendment to the Future Spread Agreement for Non-Agency Mortgage Loans executed on the Amendment Date. On the Amendment Date, Seller shall pay Purchaser an adjustment to the Amendment Purchase Price equal to the Amendment Purchase Price Rebate Amount. The Parties shall treat any payment of the Amendment Purchase Price Rebate Amount pursuant to this Agreement as an adjustment to the Amendment Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase Price, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties. The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaserpurposes.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan Package (the “Purchase Price”) shall be an amount equal to the percentage of par as stated in the related Commitment LetterPurchase Price Percentage, multiplied by the aggregate scheduled principal balanceStated Principal Balance, as of the related Cut-off Date, of the Mortgage Loans in Loan listed on the related Mortgage Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment LetterSchedule. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the SellerCompany, at closingon the Closing Date, accrued interest on the aggregate scheduled principal amount of the related each Mortgage Loans Loan at the weighted average Mortgage Loan Remittance Interest Rate for each Loan Package from the related Cutlast Interest Paid-off to Date through the day prior to the related Closing Date, inclusive. With ; provided, however, with respect to those Mortgage Loans for which interest has been paid through a date beyond the Cut-off Date, such accrued interest owing to the Company shall be reduced by the amount of interest accruing on the Stated Principal Balance of each such Mortgage Loan Packageat a rate equal to the Mortgage Interest Rate of such Mortgage Loan, from the Closing Date to the day prior to the Interest Paid-To Date for such Mortgage Loan, inclusive. The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller Company or any successor servicer after the related Cut-off Date shall belong to the SellerCompany), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, together with any unscheduled principal prepayments collected prior to the Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) Date and shall be the property of the Purchaser. The Seller Company shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan Package (listed on the “Purchase Price”) related Mortgage Loan Schedule shall be the percentage of par as stated in the related Commitment LetterPurchase Price and Terms Letter Agreement (subject to adjustment as provided therein), multiplied by its principal balance as of the related Cut-off Date after application of scheduled payments of principal due on or before the related Cut-off Date, but only to the extent such payments were actually received. The initial principal amount of the related Mortgage Loans shall be the aggregate scheduled principal balancebalance of the Mortgage Loans, so computed as of the related Cut-off Date. If so provided in the related Purchase Price and Terms Letter Agreement, portions of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may shall be adjusted as stated in the related Commitment Letterpriced separately. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled current principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from as of the related Cut-off Date through at the day prior weighted average Mortgage Interest Rate of those Mortgage Loans. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid to the related Closing Date, inclusiveSeller by wire transfer of immediately available funds to an account designated by the Seller in writing. With respect to each Mortgage Loan Packagepurchased, the Purchaser shall own and be entitled to receive: (1a) all scheduled principal due after the related Cut-off Date, (2b) all other payments and/or recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller Servicer after the related Cut-off Date shall belong to the Seller), and (3c) all payments of interest on the Mortgage Loans at Loans, net of the Mortgage Loan Remittance Rate Servicing Fee (minus that portion of any such interest payment which that is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance For the purposes of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Thereforethis Agreement, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to reduce the principal balance Stated Principal Balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the applicable Servicing Fee RateFee) shall be the property of the Purchaser. The Seller shall remit to the Servicer for deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller Servicer to the Purchaser on the appropriate Remittance Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

Purchase Price. The purchase price for each Loan Package of the Pool 1 Mortgage Loans, Pool 2 Mortgage Loans and Pool 3 Mortgage Loans (the “"Purchase Price”") shall be the related percentage of par as stated in the related Commitment Purchase Price and Terms Letter, multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in listed on the related Loan PackageClosing Schedule, after application of scheduled payments of principal for such related Loan Package due on or before such the Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount of the related Mortgage Loans as of the Cut-off Date at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller under the Seller's Warranties and Servicing Agreement after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date due date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established under the Seller's Warranties and Servicing Agreement for the benefit of the Purchaser Purchaser, for subsequent remittance by the Seller to the Purchaser.

Purchase Price. In the case of the initial purchase of Mortgage Loans by the Purchaser at the time of the execution and delivery of this Agreement, the Originators shall deliver to the Purchaser a Mortgage Loan Schedule, pursuant to and in accordance with the terms and conditions set forth in this Agreement, and in lieu of a Term Sheet for the initial purchase, the following terms shall apply: Aggregate Principal Balance (as of the Cut-off Date): $102,721,833.42 Initial Closing Date: June 30, 2003 Cut-off Date: June 1, 2003 (or, for any Mortgage Loan originated after that date, the date of origination of such Mortgage Loan) Initial Weighted Average Mortgage Interest Rate: 9.68% Purchase Price Percentage: 105.00% Servicing Transfer Date: On or before August 31, 2003 Holdback 0.25% of the Purchase Price for the Mortgage Loans will be held back and paid to the Originators on the Servicing Transfer Date. Interest on the amount held back will accrue and be payable by the Purchaser on the Holdback Payment Date at a per annum rate equal to one-month LIBOR plus 0.25. Holdback Payment Date The purchase price date on which the requirements under this Agreement for the transfer of the Servicing Rights from the Servicer to the Purchaser have been completed to the reasonable satisfaction of the Purchaser. Additional Closing Conditions Satisfactory completion, in the sole discretion of the Purchaser, of its due diligence review of the Mortgage Loans to insure that they meet the requirements set forth in this Agreement The Purchase Price for each Mortgage Loan Package (inclusive of the “Purchase Price”Servicing Rights associated with such Mortgage Loan) listed on the related Mortgage Loan Schedule shall be the percentage of par as stated in the related Commitment LetterPurchase Price Percentage, multiplied by the aggregate scheduled principal balance, Stated Principal Balance of such Mortgage Loan as of the related Cut-off Date, of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the SellerOriginators, at closingon the related Closing Date, accrued interest on the aggregate scheduled principal amount of the related each Mortgage Loans Loan at the weighted average Mortgage Loan Remittance Interest Rate for each Loan Package from the related Cut-off last Interest Paid to Date through the day prior to the related Closing Date, inclusive; provided, however, with respect to those Mortgage Loans for which interest has been paid through a date beyond the related Closing Date, such accrued interest owing to Originators shall be reduced by the amount of interest accruing on the Stated Principal Balance of each such Mortgage Loan at a rate equal to the Mortgage Interest Rate of such Mortgage Loan, from the related Closing Date to the day prior to the Interest Paid to Date for such Mortgage Loan, inclusive. The Purchase Price shall be reduced by the Recording Fee, multiplied by the number of Mortgage Loans that are not MERS Mortgage Loans. With respect to each Mortgage Loan Packagepurchased, the Purchaser shall own and be entitled to receive (1except as otherwise described in this Agreement during the related Interim Servicing Period) all scheduled principal due the following items that are received or collected on or after the related Cut-off Date: (i) all payments and/or recoveries of principal, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), (3ii) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate Loans, (minus that portion of any such payment which is allocable iii) all fees, prepayment penalties or premiums (subject to the period prior to the related Cut-off Date) Section 4.02), and (4iv) all Prepayment Penalties. The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaserother Ancillary Income.

Purchase Price. The purchase price Purchase Price for each the Mortgage Loans in a Mortgage Loan Package (the “Purchase Price”) shall be equal to the sum of (a) the percentage of par as stated in the related Commitment LetterPurchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balance, Outstanding Principal Balance of the Mortgage Loans listed on the related Mortgage Loan Schedule as of the related Cut-off Date, of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase Price, the Purchaser shall pay to the Seller, at closing, plus (b) accrued interest on the such aggregate scheduled principal amount Outstanding Principal Balance of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Interest Rate of such Mortgage Loans from the last paid-through date to but not including such Closing Date (the “Purchase Price”). If so provided in the Purchase Price and Terms Letter, portions of the Mortgage Loans may be priced separately. The Purchaser and the Seller acknowledge and agree that the Purchase Price paid for each Mortgage Loan includes a premium allocable to the portion of such Mortgage Loan that constitutes the related Servicing Rights, and the Purchaser shall own the Servicing Rights relating to each Mortgage Loan sold to the Purchaser on each Closing Date. The Purchase Price set forth in the Purchase Price and Terms Letter for the Mortgage Loans in a Mortgage Loan Package from the related Cut-off Date through the day prior to shall be paid on the related Closing Date, inclusiveDate by wire transfer of immediately available funds. With respect to each Loan PackageMortgage Loan, the Purchaser shall shall, upon payment of the Purchase Price, own and be entitled to to (1i) the principal portion of all scheduled principal due Monthly Payments collected on or after the related Cut-off Date, , (2ii) all other recoveries of principal collected on or after the related Cut-off Date Date, and (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), (3iii) all payments of interest on the Mortgage Loans at received on or after the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties. The principal balance Outstanding Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of the principal due on or before portion of Monthly Payments received prior to the related Cut-off Date whether or not collected. ThereforeDate, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied together with any unscheduled Principal Prepayments collected prior to the principal balance as of the related Cut-off Date. Such prepaid The Purchaser shall have no obligation to remit to the Seller any amounts (minus interest at of unreimbursed Servicing Advances, it being understood that the Servicing Fee Rate) Seller shall be the property of the Purchaser. The Seller shall deposit solely responsible for any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaseramounts.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan Package (the “Purchase Price”) shall be the percentage of par as stated in the related Commitment LetterPurchase Price and Terms Agreement (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in the related Loan PackageLoans, after application of scheduled payments of principal for such related Loan Package due on or before the Cut-off Date, to the extent such payments were actually received. The initial principal amount of the Mortgage Loans shall be the aggregate principal balance of the Mortgage Loans, so computed as of the Cut-off Date whether or not collectedas set forth on the Mortgage Loan Schedule. The If so provided in the Purchase Price for a Loan Package may and Terms Agreement, portions of the Mortgage Loans shall be adjusted as stated in the related Commitment Letterpriced separately. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled current principal amount of the related Mortgage Loans which are less than 60 days delinquent as of the Cut-off Date at the weighted average Net Mortgage Loan Remittance Interest Rate for each Loan Package of those Mortgage Loans from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package; provided, however, the total amount of accrued interest shall not exceed 59 days' interest. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid to the Seller by wire transfer of immediately available funds to an account designated by the Seller in writing. The Purchaser shall be entitled to (1l) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (providedDate, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not Date, to the extent actually collected. Therefore, together with any unscheduled principal prepayments collected prior to the Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for paid prior to the Cut-off Date, but to be applied on a Due Date due date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit cause any such prepaid amounts into to be remitted to the Custodial Account, which account is established for the benefit of the Purchaser Interim Servicer for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price for each Loan Package (Mortgage Loans are being sold and purchased at par, plus the “Purchase Price”) shall be the percentage of par as stated in the related Commitment Letter, multiplied by the aggregate scheduled principal balance, accrued interest as of the related Cut-off Date, of Closing Date at the Mortgage Loans in Interest Rate on the related unpaid principal balance of each Mortgage Loan Packagefrom (but not including) the last paid-through date. At Closing, after application of scheduled payments of principal for such related Purchaser shall (or shall cause Purchaser’s Mortgage Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package Subsidiary, as applicable, to) pay to Seller (or, as may be adjusted as stated in the related Commitment Letter. In addition directed by Seller, to Seller’s Mortgage Loan Subsidiary), by wire transfer of immediately available funds, the Purchase Price, the . The Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount of the related Mortgage Loans at the weighted average (or Purchaser’s Mortgage Loan Remittance Rate for Subsidiary, as applicable) shall, from and after the Closing, (A) own and be entitled to receive with respect to each Mortgage Loan Package from purchased, (i) all principal payments collected after the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2ii) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller)Closing Date, (3iii) all payments of interest on the principal balance of the Mortgage Loans at collected following the Mortgage Loan Remittance Rate Closing Date, (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4iv) all Prepayment Penalties. The principal balance Charges that Purchaser is entitled to under the related Mortgage Loan Documents (but, for the avoidance of each doubt, subject to the rights of Seller hereunder to the Retained Exit Fees), and (v) all right, title and interest of the Lender in any related reserves, impounds or escrows under the related Mortgage Loan as of the related Cut-off Date is determined after application Closing Date, and (B) be obligated to make all Future Fundings which may be provided for pursuant to any of payments the Mortgage Loan Documents. Upon the conveyance of principal due on or before the related Cut-off Date whether or not collected. ThereforeMortgage Loans hereunder, payments Seller shall relinquish its rights as Lender under the Mortgage Loans (but, for the avoidance of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied doubt, subject to the principal balance as rights of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller hereunder with respect to the PurchaserRetained Interests) and be released from its obligations as Lender under the Loan Documents and to the Mortgage Loans.

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

Purchase Price. The On the Closing Date, the Buyer consummated the Transaction pursuant to the terms of the Purchase Agreement, providing a purchase price of $1 payable to the Seller for each Loan Package the Purchased Interests, subject to adjustments, including for cash, working capital and other customary items (the “Purchase Price Adjustment”), as set forth in the Purchase Agreement. Based on the Seller’s estimates of the Purchase Price Adjustment components, including an estimated $43.4 million of cash and cash equivalents (for purposes of funding the international operations of the Wireline Business), the Purchase Price Adjustment resulted in the Buyer making a payment to the Seller of approximately $61.1 million on the Closing Date (such amount, the “Estimated Purchase Price”) shall be ). Pursuant to the percentage terms of par as stated in the related Commitment LetterPurchase Agreement, multiplied by the aggregate scheduled principal balance, Estimated Purchase Price is subject to adjustment following the Closing Date upon final determination of the various components of the Purchase Price Adjustment. Although the Purchase Price Adjustment process remains ongoing as of the related Cut-off Datedate hereof, the Company currently expects that, upon final determination of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may Adjustment components in accordance with the terms of the Purchase Agreement, the Buyer will be adjusted as stated in required to make an additional payment of approximately $3.5 million to the related Commitment LetterSeller, which payment the Company currently expects will be paid within 180 days from the Closing Date. In addition to the Purchase PricePrice Adjustment payment, the Purchaser shall pay Purchase Agreement also requires the Seller to reimburse the Seller, at closing, accrued interest on the aggregate scheduled principal amount Buyer 50% of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cutany short-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected term operating lease liabilities assumed by the Seller after the related Cut-off Date shall belong to the Seller), (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment PenaltiesBuyer. The principal balance Company currently expects a payment of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal $57.1 million to be due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by from the Seller to the PurchaserBuyer in respect of the acquired short-term lease obligations. Pursuant to the terms of the Purchase Agreement, this amount would be paid from the Seller to the Buyer in four equal payments in months 55 to 58 following the Closing Date. This amount will be recorded at its present value, which the Company currently estimates would result in a discount of $17.0 million. The interest rate used in determining the present value was derived considering rates on similar issued debt instruments with comparable durations, among other market factors. The determination of the discount rate requires judgment.

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

Purchase Price. The purchase price Purchase Price for each Loan Package (the “Purchase Price”) Mortgage Loans shall be equal to the percentage sum of par as stated in the related Commitment Letter, (i) 100.453125% multiplied by the aggregate scheduled principal balance, as Scheduled Principal Balance of Mortgage Loans listed on the related Cut-off DateMortgage Loan Schedule, of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase Price, the Purchaser shall pay to the Seller, at closing, plus (ii) accrued interest on the aggregate scheduled principal amount Scheduled Principal Balance of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Interest Rate for each Loan Package of such Mortgage Loans from the related Cut-off Date through to but not including such Closing Date (the day prior to “Purchase Price”). The Purchase Price as set forth in the related preceding paragraph for the Mortgage Loans in a Mortgage Loan Package shall be paid on the Closing Date, inclusiveDate by wire transfer of immediately available funds. With respect to each Loan PackageMortgage Loan, the Purchaser shall be entitled to (1) the principal portion of all scheduled principal Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before the related Cut-off Date and collected by the Seller Servicer or any successor servicer after the related Cut-off Date shall belong to the Seller), ) and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which that is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance Scheduled Principal Balance of each Mortgage Loan as of the related Cut-off Date is shall be determined after application of payments of principal due on or before the related Cut-off Date Date, whether or not collected. Therefore, payments of scheduled principal and interest prepaid together with any unscheduled Principal Prepayments collected prior to the Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) Monthly Payments shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts Monthly Payments into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan Package (the “Purchase Price”) shall be the percentage of par as stated in the related Commitment LetterPurchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in listed on the related attached Mortgage Loan PackageSchedule, after application of scheduled payments of principal for such related Loan Package due on or before such the Cut-off Date whether or not collected. The Purchase Price for a Loan Package may initial principal amount of the Mortgage Loans shall be adjusted the aggregate principal balance of the Mortgage Loans, so computed as stated in of the related Commitment LetterCut-off Date. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled current principal amount of the related Mortgage Loans as of the Cut-off Date at the weighted average Mortgage Loan Remittance Rate for each Loan Package from of the related Cut-off Mortgage Loans. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the Closing Date through the day prior to the related Closing Date, inclusiveby wire transfer of immediately available funds. With respect to each Loan Package, the The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, together with any unscheduled Principal Prepayments collected prior to the Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser. If, subsequent to the Closing Date, the amount on which the Purchase Price with respect to a Mortgage Loan was based is found to be in error, or if, for any other reason, the Purchase Price or such other amounts are found to be in error within ten (10) Business Days of the receipt of information sufficient to provide notice that payment is due the party benefiting from the error shall pay an amount sufficient to correct and reconcile the Purchase Price plus interest thereon at an agreed upon market rate or such other amounts and shall provide a reconciliation statement and such other documentation sufficient reasonably to satisfy the other party concerning the accuracy of such reconciliation.

Purchase Price. The purchase price Purchase Price for each the Mortgage Loans in a Mortgage Loan Package (the “Purchase Price”) shall be equal to the sum of (a) the percentage of par as stated in the related Commitment LetterPurchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balance, Scheduled Principal Balance of Mortgage Loans as of the related Cut-off Date, of the Mortgage Loans in Date listed on the related Mortgage Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase Price, the Purchaser shall pay to the Seller, at closing, Schedule plus (b) accrued interest on the aggregate scheduled principal amount Scheduled Principal Balance of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package of such Mortgage Loans from the related Cut-off Date through to but not including such Closing Date (the day prior to “Purchase Price”). If so provided in the related Purchase Price and Terms Letter, portions of the Mortgage Loans shall be priced separately. The Purchase Price as set forth in the preceding paragraph for the Mortgage Loans in a Mortgage Loan Package shall be paid on the related Closing Date, inclusiveDate by wire transfer of immediately available funds. With respect to each Loan PackageMortgage Loan, the Purchaser shall be entitled to (1) the principal portion of all scheduled principal Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before the related Cut-off Date and collected by the Seller Servicer or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance Scheduled Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) Monthly Payments shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts Monthly Payments into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price for each Loan Package the Mortgage Loans (the “Purchase Price”) shall be the percentage of par as stated in the related Commitment Letter, multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in listed on the related Mortgage Loan PackageSchedule, after application of scheduled payments of principal for such related Loan Package due on or before such the Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase PricePrice as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled initial principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price Purchase Price for each Mortgage Loan in a Mortgage Loan Package (the “Purchase Price”) shall be equal to the sum of (a) the percentage of par as stated in the related Commitment LetterPurchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate scheduled principal balance, Scheduled Principal Balance of such Mortgage Loan as of listed on the related Mortgage Loan Schedule plus (b) accrued interest on the Scheduled Principal Balance of such Mortgage Loan at the Mortgage Interest Rate for such Mortgage Loan as listed on the related Mortgage Loan Schedule from the Cut-off DateDate to but not including such Closing Date (the "Purchase Price"). If so provided in the Purchase Price and Terms Letter, portions of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collectedshall be priced separately. The aggregate Purchase Price for the Mortgage Loans in a Mortgage Loan Package may shall be adjusted as stated in the related Commitment Letter. In addition to the Purchase Price, the Purchaser shall pay to the Seller, at closing, accrued interest paid on the aggregate scheduled principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusiveDate by wire transfer of immediately available funds. With respect to each Loan PackageMortgage Loan, the Purchaser shall be entitled to (1) the principal portion of all scheduled principal Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that the principal portion of all scheduled payments of principal Monthly Payments due on or before the related Cut-off Date and collected by the Seller Servicer or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance Scheduled Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid together with any unscheduled Principal Prepayments collected prior to the Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) Monthly Payments shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts Monthly Payments into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. The purchase price for each Loan Package the Mortgage Loans (the “"Purchase Price”") shall be the percentage of par as stated in the related Commitment Letter100.156250%, multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in listed on the related Mortgage Loan PackageSchedule, after application of scheduled payments of principal for such related Loan Package due on or before such the Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase Price., the Purchaser shall pay to the Seller, at closing, plus accrued interest on the aggregate scheduled principal amount of the related each Mortgage, at its respective Mortgage Loans at the weighted average Mortgage Loan Remittance Interest Rate for each Loan Package from the related Cut-off Date through to and including, the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties). The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date due date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.