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 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, 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. 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 (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 (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. (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 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 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 (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 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 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 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”) Price shall be the percentage of par as stated in the related Commitment LetterPurchase Price and Terms Letter (subject to the adjustments as provided therein), multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans 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 whether or not collectedDate. The initial principal amount of the Mortgage Loans shall be the aggregate scheduled principal balance of such Mortgage Loans, so computed as of the related Cut-off Date. On each Closing Date, the Purchaser shall deduct from the Purchase Price for a Loan Package may be adjusted as stated proceeds certain costs and expenses set forth in Article XIII or in the related Commitment Purchase Price and Terms Letter. 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 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 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, Xxx Xxxxxxxx Price shall be paid on the related Closing Date by wire transfer of immediately available federal funds. The Purchaser shall be entitled to (1i) all scheduled principal due received after the related Cut-off Date, (2ii) all other recoveries of principal late charges, assumption fees or other charges collected after the related Cut-off Date 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 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 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 (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 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 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 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 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 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 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 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 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 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 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 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, 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 of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Interest Rate for of such Mortgage Loans from and including the date interest was last received through and including the day before such Closing Date (the “Purchase Price”). If so provided in the related Purchase Price and Terms Letter, portions of each Mortgage Loan Package from shall be priced separately. The Purchase Price as set forth in the related Cut-off Date through preceding paragraph for the day prior to 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) 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 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 such Mortgage Loan Remittance Rate (minus that portion collected after the Cut-off Date, net of any such payment which is allocable to the period related Interim Servicing Fee. For the purposes of 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 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 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 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 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 (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 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 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 (a) In consideration for Pennzoil's sale of the Purchased Assets to FRP, FRP agrees to pay to Pennzoil the Quarterly Installment Payment for each Loan Package (the “Purchase Price”) shall be the percentage of par as stated in the related Commitment LetterQuarterly Period, 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 (providedsubject, however, to Section 5.6 of the Deed of Trust. The Quarterly Installment Payment payable for each Quarterly Period will be due on the date 45 days after the last day of that all scheduled payments Quarterly Period (or, if such date is not a Business Day, the next succeeding Business Day) and will be accompanied by a schedule prepared by FRP showing, in reasonable detail, its calculation of principal due such Quarterly Installment Payment. The obligation of FRP to make Quarterly Installment Payments as provided above is referred to herein as the "PURCHASE PRICE" for the Purchased Assets. (b) On each Option Date, FRP will have the right, by notice given to Pennzoil (a "CALL OPTION NOTICE") on or before the related Cut-off thirtieth day (or, if such date is not a Business Day, the next succeeding Business Day) after such Option Date, to acquire all rights to all Quarterly Installment Payments occurring after that Option Date and collected for an amount equal to the Option Price for that Option Date (such right being referred to as the "CALL OPTION"). A Call Option Notice shall be accompanied by a schedule prepared by FRP showing, in reasonable detail, its calculation of the Seller Option Price. If FRP delivers a Call Option Notice in respect of any Option Date, the Option Price shall be due on the date 45 days after that Option Date. Payment of the Option Price shall satisfy in full all of FRP's obligations to pay any Quarterly Installment Payments occurring after the related Cut-off Date shall belong applicable Option Date, and all rights of Pennzoil to the Seller), (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of receive any such payment which is allocable Quarterly Installment Payments shall be extinguished. (c) If FRP does not exercise the Call Option with respect 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 any Option Date is determined after application of payments of principal due by delivering a Call Option Notice on or before the related Cut-off thirtieth day (or, if such date is not a Business Day, the next succeeding Business Day) after such Option Date, Pennzoil will have the right, by notice given to FRP (a "PUT OPTION NOTICE") on or before the sixtieth day (or, if such date is not a Business Day, the next succeeding Business Day) after such Option Date, to require FRP to purchase all rights to all future Quarterly Installment Payments for an amount equal to $10,000,000 (such right being referred to as the "PUT OPTION"); PROVIDED that Pennzoil will not have any Put Option with respect to any Option Date whether occurring after the earliest to occur of (i) the sixteenth anniversary of the Closing Date and (ii) the date on which FRP has completed all Quarterly Installment Payments. If Pennzoil delivers a Put Option Notice in respect of any Option Date, such amount shall be due on the date 75 days after that Option Date (or, if such date is not a Business Day, on the next succeeding Business Day). Payment of the Option Price shall satisfy in full all of FRP's obligations to pay any Quarterly Installment Payments occurring after the applicable Option Date, and all rights of Pennzoil to receive any such Quarterly Installment Payments shall be extinguished. (d) Each payment under this Section 2.7 shall be made by delivery by FRP of a certified or official bank check payable in immediately available funds to Pennzoil or by causing such payment to be credited to such account of Pennzoil as Pennzoil may designate in writing from time to time. Any payment under this Section 2.7 that is not collected. Therefore, payments paid on the date when due shall bear interest from and including the due date to but excluding the date of scheduled principal and interest prepaid for payment at a Due Date beyond the related Cut-off Date shall not be applied rate per annum equal to the principal balance rate publicly announced from time to time by Chase Manhattan Bank, N. A. in New York City (i) as its prime rate in the case of payments as to which there exists a genuine dispute between the parties regarding the amount of the related Cut-off Datepayment or (ii) as its prime rate plus 2% in the case of payments as to which no such genuine dispute exists, in each case during the period from the due date to the date of payment. Such prepaid amounts (minus interest shall be payable at the Servicing Fee Rate) same time as the payment to which it relates and shall be calculated daily on the property basis of a year of 365 days and the actual number of days elapsed. (e) Upon the payment of the Purchaserlast installment of the Purchase Price or upon payment pursuant to the exercise of the Call Option or the Put Option, all Liens under the Deed of Trust and all other Liens held by Pennzoil or its assignee in the Purchased Assets shall be released and discharged automatically. The Seller shall deposit At any time and from time to time prior to such termination, the parties may agree to a total or partial release of any such prepaid amounts into Lien in the Custodial AccountPurchased Assets. Upon such total or partial release of any such Lien, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller Pennzoil will execute and deliver to the PurchaserFRP such releases and other documents as FRP shall reasonably request to evidence or effect such release.

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. 4.1 The purchase price payable by Dutch FleetCo to German OpCo for each Loan Package Vehicle and all applicable Related Rights to be purchased by it pursuant to an Individual Purchase and Lease Agreement shall be the relevant Onward Purchase Price. 4.2 Except in the case of a German OpCo Existing Fleet Vehicle, the due date for payment of the relevant Onward Purchase Price shall be the date specified in the respective Purchase Offer and Lease Request. In the case of a German OpCo Existing Fleet Vehicle, the due date for payment of the relevant Onward Purchase Price shall be the Initial Funding Date. 4.3 German OpCo shall pay to Dutch FleetCo (i) an amount equal to the VAT due to the Vehicle Manufacturers or Vehicle Dealers in respect of the Initial Purchase Price and Charge Costs payable by German OpCo under the relevant Vehicle Manufacturer Agreement or Vehicle Dealer Agreement (the “VAT Component”), and (ii) an amount equal to the Charge Costs due to the Vehicle Manufacturers or Vehicle Dealers payable by German OpCo under the relevant Vehicle Manufacturer Agreement or Vehicle Dealer Agreement (the “Charge Costs Component”), in each case no later than on the due date for payment of the Onward Purchase Price”) shall be the percentage of par Price as stated specified in the related Commitment LetterIndividual Purchase and Lease Agreement. The VAT Component and Charge Costs Component will be paid in accordance with the German Trust Agreement. 4.4 After Dutch FleetCo has received the VAT Component and the Charge Costs Component, multiplied by Dutch FleetCo shall pay such VAT Component and the aggregate scheduled principal balance, Charge Costs Component according to the instruction of German OpCo to the relevant Vehicle Manufacturer or Vehicle Dealer. Dutch FleetCo shall simultaneously pay the Onward Purchase Price to the relevant Vehicle Manufacturer or Vehicle Dealer in order to fulfil its own payment obligation as regards the Onward Purchase Price. For this purpose German OpCo has assigned its claim in respect 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 Onward Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the relevant Vehicle Manufacturer or Vehicle Dealer. These payments shall concurrently discharge the respective obligation of German OpCo to the Vehicle Manufacturer or Vehicle Dealer to pay the Initial Purchase Price (plus applicable VAT and Charge Costs) for the relevant Vehicle under the relevant Vehicle Manufacturer Agreement or Vehicle Dealer Agreement. Dutch FleetCo shall specify the Vehicles in relation to which the Onward Purchase Price, the Purchaser VAT Component and the Charge Costs Component is paid pursuant to this Clauses 4.4. German OpCo shall in each Purchase Offer and Lease Request notify Dutch FleetCo of the account of the relevant Vehicle Manufacturer or Vehicle Dealer to which payments shall be made. 4.5 Following the payment by Dutch FleetCo of the Onward Purchase Price, the VAT Component and the Charge Cost Component to the relevant Vehicle Manufacturer or Vehicle Dealer, Dutch FleetCo (or the Central Servicer on its behalf) shall provide evidence of such payment to the Transaction Agent and the FleetCo Security Agent in the form of a copy of Dutch FleetCo’s bank statements in respect of the Dutch FleetCo German Transaction Account to the extent that such statements are not available to the FleetCo Security Agent and the Transaction Agent online. 4.6 In respect of the German OpCo Existing Fleet Vehicles, Dutch FleetCo shall pay the Onward Purchase Price to German OpCo in respect of such Vehicles. 4.7 Following the payment by Dutch FleetCo of the Onward Purchase Price to German OpCo in respect of the German OpCo Existing Fleet Vehicles, Dutch FleetCo (or the Central Servicer on its behalf) shall provide evidence of such payment to the Seller, at closing, accrued interest on Transaction Agent and the aggregate scheduled principal amount FleetCo Security Agent in the form of a copy of Dutch FleetCo’s bank statements in respect 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 Dutch FleetCo German Transaction Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the 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 xxxxxxx money deposit. In full consideration for the purchase of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for GNMA Mortgage Loans, and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller an amount (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 (a) Funding must pay to BANA each purchase price for each Loan Package described in this Article III (the a “Purchase Price”) shall be the percentage of par as stated in return for the related Commitment LetterPurchased Assets. Notwithstanding any other provision of this Agreement, multiplied by the aggregate scheduled principal balanceBANA is not obligated to sell Principal Receivables, as of and the related Cut-off DateFinance Charge Receivables and other Purchased Assets, of to Funding to the Mortgage Loans in extent that Funding does not pay BANA 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. Purchase Price. (b) [Reserved] (c) The Purchase Price for a Loan Package may be adjusted as stated the Principal Receivables in each Initial Account that arise on or after 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, inclusiveand the related Finance Charge Receivables and other Purchased Assets, is an amount equal to 100% of the aggregate balance of those Principal Receivables, adjusted to reflect the factors that BANA and Funding mutually determine will result in a Purchase Price that is equal to the fair market value of those Principal Receivables and the related Finance Charge Receivables and other Purchased Assets. With respect This Purchase Price is payable by Funding to BANA in immediately available funds on each Loan Packagedate (a “Purchase Price Payment Date”) mutually selected by BANA and Funding, but the Purchaser shall Purchase Price Payment Date for any Principal Receivable and the related Finance Charge Receivables and other Purchased Assets must not be entitled later than the fifth Business Day following the calendar month in which that Principal Receivable arises. (d) The Purchase Price for the Principal Receivables in each Additional Account that exist on the related Addition Date, and the related Finance Charge Receivables and other Purchased Assets, is an amount equal to 100% of the aggregate balance of those Principal Receivables and the Finance Charge Receivables existing in that Additional Account on that Addition Date, adjusted to reflect the factors that BANA and Funding mutually determine will result in a Purchase Price that is equal to the fair market value of those Principal Receivables and the related Finance Charge Receivables and other Purchased Assets. This Purchase Price is payable by Funding to BANA in immediately available funds on that Addition Date. (1e) all scheduled principal due The Purchase Price for the Principal Receivables in each Additional Account that arise after the related Cut-off Addition Date, (2) all other recoveries of principal collected after and the related Cut-off Date (providedFinance Charge Receivables and other Purchased Assets, howeveris an amount equal to 100% of the aggregate balance of those Principal Receivables, adjusted to reflect the factors that all scheduled payments BANA and Funding mutually determine will result in a Purchase Price that is equal to the fair market value of principal due on or before those Principal Receivables and the related Cut-off Date Finance Charge Receivables and collected other Purchased Assets. This Purchase Price is payable by the Seller after Funding to BANA in immediately available funds on the related Cut-off Purchase Price Payment Date, but the Purchase Price Payment 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 for any such payment which is allocable to the period prior to Principal Receivable and the related Cut-off DateFinance Charge Receivables and other Purchased Assets must not be later than the fifth Business Day following the calendar month in which that Principal Receivable arises. (f) and (4) all Prepayment Penalties. The principal balance No determination of each Mortgage Loan as fair market value under this Section 3.01 can assume any purchase by Funding of Principal Receivables arising in the future or 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 Finance Charge Receivables 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 Purchased Assets.

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

Purchase Price. The purchase price 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 “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 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) For each Bank Funded Mortgage delivered under this Contract, the PFI shall be entitled to the following origination fees: (i) An Agent Fee payable by the Bank in an amount determined as provided in the Origination Guide; and (ii) Fees and “points,” if any, payable by the applicable Borrower, as permitted by the Origination Guide. The Bank will determine the Agent Fee for any particular Mortgage based upon the applicable Delivery Commitment and rate and fee schedule published by the MPF Provider, all as more fully described in the Origination Guide. The rate and fee schedule for different types of Mortgages may be different, and the rate and fee schedule for a particular type of Mortgage may change daily or more often. For any Mortgage where the applicable Agent Fee is negative, such negative Agent Fee shall be payable by the PFI to the Bank as provided in the Origination Guide. Fees and “points” payable by the Borrower may include points paid to obtain a lower interest rate for the Mortgage (commonly known as “buy-downs”). (b) For each Closed Mortgage delivered under this Contract, the PFI shall be paid the purchase price determined as provided in the Origination Guide or separate agreement with the Bank. The MPF Provider will publish the purchase price for any particular Mortgage, which may be at par, at a premium or a discount, based upon the applicable Delivery Commitment and rate and fee schedule, all as more fully described in the Origination Guide. The price schedule for different types of Mortgages may be different, and the price schedule for a particular type of Mortgage may change daily or more often. (c) Nothing in this Section 3.4 or any other provision of this Contract shall obligate the Bank to publish prices or shall prohibit the Bank from withdrawing any published prices prior to accepting any Delivery Commitment offer. Funding for each Bank Funded Mortgage and payment of applicable Agent Fees and payment of the purchase price for each Loan Package (the “Purchase Price”) Closed Mortgage under this Contract shall be made by the percentage of par Bank crediting the PFI’s DDA as stated provided in the related Commitment LetterGuides. (d) In the event that the Bank is not opened for business on a Business Day and the PFI has outstanding Delivery Commitments under which it desires to deliver mortgages to the Bank on that Business Day but the PFI is unable to access its DDA, multiplied by the aggregate scheduled principal balancePFI may nonetheless process the settlement of such Delivery Commitments with the MPF Provider as if the amount of the mortgage being originated for the Bank or the purchase price for the mortgages being sold to the Bank had been deposited to the PFI’s DDA. The Bank agrees that the first day on which it opens for business after such settlement date, the Bank will credit the amount of such purchase price to the PFI’s DDA plus interest on the purchase price at the Fed Funds Rate from the settlement date through such deposit date. For purposes of the Contract, the term “Fed Funds Rate” shall mean, for any day, a rate equal to the weighted average rate the Bank earns on its overnight investments in the federal funds market, determined as of the related Cut-off Date, close of business for that day. Except for 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 payment of interest on the Mortgage Loans at purchase price as provided in this Section 3.4, the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable Bank shall have no liability to the period prior PFI with respect 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 delivered mortgage loans 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 PFI’s inability to access its DDA on any Business Day that 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 Bank is established not opened for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaserbusiness.

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 (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 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 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 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 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 Such purchase price for each Loan Package (the “Purchase Price”) and sale shall be made by execution and delivery by the percentage applicable Secured Creditors of par as stated an Assignment Agreement in the related 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 form attached to the Purchase PriceFirst Lien Loan Agreement. Upon the date of such purchase and sale, the Purchaser Second Lien Creditors purchasing the First Lien Obligations shall (a) pay to the 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 First Lien Agent for the benefit of the Purchaser First Lien Creditors as the purchase price therefor the sum of the full amount of all the First Lien Obligations then outstanding and unpaid (including principal, interest, fees, indemnities and expenses, including reasonable attorneys’ fees and legal expenses and Hedging Obligations), (b) furnish cash collateral to the First Lien Agent with respect to the outstanding First Lien Letter of Credit Obligations in such amounts as are required under the First Lien Loan Agreement as in effect on the date hereof and (c) agree to reimburse the First Lien Creditors for subsequent remittance any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) in connection with any checks or other payments provisionally credited to the First Lien Obligations, and/or as to which the First Lien Creditors have not yet received final payment. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the First Lien Agent in New York, New York, as the First Lien Agent may designate in writing to the Second Lien Creditors for such purpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Seller Second Lien Creditors to the Purchaserbank account designated by the First Lien Agent are received in such bank account prior to 1:00 p.m., New York City time and interest shall be calculated to and including such Business Day if the amounts so paid by the Second Lien Creditors to the bank account designated by the First Lien Agent are received in such bank account later than 1:00 p.m., New York City time. The First Lien Agent may apply any or all of such cash collateral to the payment of any reimbursement or similar obligations in respect of First Lien Letter of Credit Obligations. Upon payment in full of such obligations and termination of all First Lien Letter of Credit Obligations, the First Lien Agent shall deliver any remaining cash collateral to the Second Lien Creditors purchasing the First Lien Obligations.

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. 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 (a) Dryrock Funding shall pay to the Seller each purchase price for each Loan Package described in this Article III (the a “Purchase Price”) shall be in return for the percentage of par as stated in Principal Receivables, the related Commitment LetterFinance Charge Receivables and the other related Purchased Assets. Notwithstanding any other provision of this Agreement, multiplied by the aggregate scheduled principal balanceSeller is not obligated to sell Principal Receivables, as of the related Cut-off DateFinance Charge Receivables and the other Purchased Assets, of to Dryrock Funding to the Mortgage Loans in extent that Dryrock Funding does not pay the Seller 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. Purchase Price. (b) The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase PricePrincipal Receivables, the Purchaser shall pay Finance Charge Receivables and the other Purchased Assets relating to the Seller, at closing, accrued interest each Initial Account that exist 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, inclusiveis an amount equal to the fair market value of those Principal Receivables, Finance Charge Receivables and other Purchased Assets. With respect This Purchase Price is payable by Dryrock Funding to the Seller in immediately available funds, including funds obtained under the Revolving Credit Agreement, no later than the second Business Day following the Closing Date. (c) The Purchase Price for the Principal Receivables in each Loan Package, the Purchaser shall be entitled to (1) all scheduled principal due Initial Account that arise after the related Cut-off Closing Date, (2) all other recoveries of principal collected after and the related Cut-off Date Finance Charge Receivables and other related Purchased Assets, is an amount equal to 100% of the aggregate balance of such Principal Receivables, adjusted to reflect such factors as the Seller and Dryrock Funding each acting in good faith mutually agree will result in a Purchase Price determined to be the fair market value of those Principal Receivables, Finance Charge Receivables and other Purchased Assets. This Purchase Price is payable by Dryrock Funding to the Seller in immediately available funds, including funds obtained under the Revolving Credit Agreement, on each date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected a “Purchase Price Payment Date”) mutually selected by the Seller after and Dryrock Funding, but the Purchase Price Payment Date for any Principal Receivable, 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 Finance Charge Receivables and other 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 Purchased Assets shall not be applied later than the second Business Day following the date on which that Principal Receivable is recorded on the Seller’s system of records. (d) The Purchase Price for the Principal Receivables, the Finance Charge Receivables and the other Purchased Assets relating to each Additional Account, that exist on the related Addition Date, is an amount equal to the principal balance as fair market value of those Principal Receivables, Finance Charge Receivables and other Purchased Assets. This Purchase Price is payable by Dryrock Funding to the Seller in immediately available funds, including funds obtained under the Revolving Credit Agreement, no later than the second Business Day following such Addition Date. (e) The Purchase Price for the Principal Receivables in each Additional Account that arise after the Addition Date, and the related Finance Charge Receivables and other related Purchased Assets, is an amount equal to 100% of the related Cut-off Date. Such prepaid amounts (minus interest at aggregate balance of such Principal Receivables, adjusted to reflect such factors as the Servicing Fee Rate) shall Seller and Dryrock Funding each acting in good faith mutually agree will result in a Purchase Price determined to be the property fair market value of those Principal Receivables, Finance Charge Receivables and other Purchased Assets. This Purchase Price is payable by Dryrock Funding to the Purchaser. The Seller shall deposit any such prepaid amounts into in immediately available funds, including funds obtained under the Custodial AccountRevolving Credit Agreement, which account is established for on the benefit of the Purchaser for subsequent remittance Purchase Price Payment Date mutually selected by the Seller to and Dryrock Funding, but the PurchaserPurchase Price Payment Date for any Principal Receivable, the related Finance Charge Receivables and other Purchased Assets shall not be later than the second Business Day following the date on which that Principal Receivable is recorded on the Seller’s system of records.

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 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. On the first Business Day following the Agreement Date, Purchaser shall pay Seller an amount (the “Deposit”) equal to the product of (i) $6,943,463 and (ii) Current Excess Servicing Spread Percentage, without any of the adjustments provided in the Purchase and Sale Agreement for such calculation, as an xxxxxxx money deposit. MSR XII LLC shall act as Purchaser for the Sale Date and for any Subsequent Sale Dates occurring within 90 days following the Sale Date with respect to purchases of current excess servicing spread relating to any Non-Agency Mortgage Loan pursuant to the Purchase and Sale Agreement. For avoidance of doubt, the purchaser for any Subsequent Sale Date occurring after 90 days following the Sale Date will be MSR XIII LLC and not MSR XII LLC, and any related current excess servicing spread shall be sold pursuant to the Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans for MSR XIII LLC and not this Agreement, and MSR XII LLC shall not acquire any interest in such current excess servicing spread. In full consideration for the purchase of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for Non-Agency Mortgage Loans, and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller an amount (the “Base Purchase Price”) equal to the product of (x) the aggregate outstanding principal balance of the Mortgage Loans 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 Non-Agency 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 on or before the related Cut-off Date and collected by portion of the Seller after the related Cut-off Date shall belong Deposit with respect to the Seller), (3) all payments of interest applicable Servicing Agreements shall be payable on the Sale Date or the Subsequent Sale Date, as applicable and (c) the portion of the Base Purchase Price with respect to the Mortgage Servicing Rights transferred on such Servicing Transfer Date that has not been paid to Seller by Purchaser as of such date, including with respect to Mortgage Loans that have prepaid between either (x) the Sale Date or Subsequent Sale Date, as applicable, and the initial applicable Servicing Transfer Date or (y) two Servicing Transfer Dates pertaining to the same Mortgage Servicing Rights, plus interest thereon at the Mortgage Loan Remittance Federal Funds Rate (minus that portion of any such payment which is allocable to for the period prior from the Sale Date or Subsequent Sale Date, as applicable, to the related Cut-off Date) and (4) all Prepayment Penalties. The principal balance of each Mortgage Loan as of the related Cut-off such Servicing Transfer Date is determined after application of payments of principal due or between such Servicing Transfer Dates, shall be payable 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 PurchaserTransfer Date. The Seller shall deposit deliver the Schedule of Mortgage Loans no later ten (10) Business Days after the Sale Date and any such prepaid amounts into Subsequent Sale Date, as applicable. In the Custodial Account, which account event there is established for the benefit an adjustment and reconciliation of the Purchaser for subsequent remittance by the Seller Seller’s purchase price pursuant to the Purchaserterms of Section 3.01(d) of the Purchase and Sale Agreement, the Base Purchase Price shall be subject to a corresponding adjustment and any adjustment amounts (including interest) shall be paid by Purchaser or the Seller, as applicable, to the other party within ten (10) Business Days from receipt of satisfactory written verification of amounts due. In the event the sale of the Current Excess Servicing Spreads related to any Servicing Agreement is delayed to a Subsequent Sale Date with respect to which MSR XII LLC is the Purchaser in accordance with the terms of the Purchase and Sale Agreement and this Agreement, the Base Purchase Price and Purchase Price to be paid hereunder related to the Current Excess Servicing Spreads to be sold on such Subsequent Sale Date shall be paid on such Subsequent Sale Date, in accordance with the preceding provisions of this Section 3.01 as if such Subsequent Sale Date were the Sale Date thereunder, net of the portion of the xxxxxxx money deposit set forth in the first paragraph of Section 3.01 with respect to the applicable Servicing Agreements.

Purchase Price. The purchase price 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 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 (a) In full consideration 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, sale of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due Servicing Rights to be sold on or before such Cut-off a Sale Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition pursuant to Section 2.02 and subject to the Purchase Priceterms and conditions of this Agreement, the Purchaser shall pay to Seller the Sellerapplicable Purchase Price in accordance with this Section 3.01. (b) On each Sale Date other than a Sale Date related to Pipeline Mortgage Loans, at closing, accrued interest on Purchaser shall pay to Seller a sum equal to 100% of the aggregate scheduled principal amount of applicable Estimated Purchase Price for the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from Servicing Rights to be acquired on such Sale Date, which payment shall be made immediately following the related Cut-off Date through the day prior Closing, by wire transfer of immediately available federal funds, to the related Closing Date, inclusivean account designated by Seller. With respect to each Sale Date related to any Pipeline Mortgage Loans, Purchaser shall pay to Seller a sum equal to 100% of the applicable Purchase Price for the related Mortgage Servicing Rights acquired on the related Sale Date, which payment shall be made on the Business Day following the date that Seller receives payment from the applicable Investor for such Mortgage Loans pursuant to the applicable Guide, by wire transfer of immediately available federal funds, to an account designated by Seller. (c) No later than five (5) Business Days prior to each Sale Date other than a Sale Date related to Pipeline Mortgage Loans, Seller shall complete and provide to Purchaser, (i) the preliminary Mortgage Loan PackageSchedule for such Sale Date and (ii) (A) its calculation of the Estimated Purchase Price for the Mortgage Servicing Rights to be purchased on such Sale Date, and (B) its calculation of the Advance Reimbursement Amount in respect of such Mortgage Loans, which calculations shall be based on information regarding the Mortgage Loans as of the previous Estimation Date trial balance that is included in such preliminary Mortgage Loan Schedule. Purchaser and Seller shall cooperate in good faith to reconcile and confirm the calculation of the Estimated Purchase Price and such Advance Reimbursement Amount for the Mortgage Servicing Rights being acquired on each Sale Date, it being understood that if Purchaser and Seller are unable to agree on any such reconciliation or confirmation, Seller’s reasonable, good faith calculation of the Estimated Purchase Price and such Advance Reimbursement Amount will be utilized. All such calculations shall take into account the adjustment contemplated by Section 3.01(f). (d) No later than ten (10) Business Days after each Sale Date other than a Sale Date related to Pipeline Mortgage Loans, Seller shall complete and provide to Purchaser, the Purchaser shall be entitled to (1i) all scheduled principal due after final Mortgage Loan Schedule for such Sale Date and (ii) its calculation of the final Purchase Price based on information regarding the related Cut-off Mortgage Loans as of the corresponding Cutoff Date that is included in the final Mortgage Loan Schedule. Purchaser and Seller shall cooperate in good faith to reconcile and confirm the calculation of the final Purchase Price for the Mortgage Servicing Rights being acquired on each Sale Date. Within ten (10) Business Days after delivery to Purchaser of the final Mortgage Loan Schedule and the calculation of the final Purchase Price for the related Sale Date, (2A) all other recoveries Seller shall pay to Purchaser the amount, if any, by which the Estimated Purchase Price exceeds the Purchase Price; or (B) Purchaser shall pay to Seller the amount, if any, by which the Purchase Price exceeds the Estimated Purchase Price. All such calculations shall take into account the adjustment contemplated by Section 3.01(f). On each Sale Date related to Pipeline Mortgage Loans, Seller shall complete and provide to Purchaser, (i) the Mortgage Loan Schedule for such Sale Date and (ii) its calculation of principal collected after the Purchase Price based on information regarding the related Cut-off Pipeline Mortgage Loans as of the corresponding Cutoff Date that is included in the Mortgage Loan Schedule. (providede) Seller shall be responsible for providing Purchaser with the preliminary and final Mortgage Loans Schedules, howevereach prepared in good faith, that all scheduled payments relating to each Sale Date in the timeframes described in this Section 3.01. (f) The Purchase Price which shall be payable in respect of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off a Sale Date shall belong be reduced by an amount equal to (i) $33,333 for each calendar day that elapses from and including September 17, 2013 up to and including such Sale Date, multiplied by (ii) a fraction equal to the Seller), (3) all payments aggregate unpaid principal balance of interest on the Mortgage Loans at being transferred on such Sale Date (as measured on the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off corresponding Cutoff Date) and (4) all Prepayment Penalties. The over the aggregate unpaid principal balance of each Mortgage Loan as all of the related Cut-off Date is determined after application Mortgage Loans eligible to be sold under this Agreement assuming that all of payments of principal due on or before the related Cut-off Date whether or not collectedconditions set forth in Article VIII and Article IX were satisfied. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date This adjustment shall not be applied apply with respect to the principal balance as any Sale Date that is delayed for reasons arising out of the related Cut-off DatePurchaser’s breach of this Agreement. Such prepaid amounts (minus interest at the Servicing Fee RateThe adjustment described in this Section 3.01(f) shall be reflected in the property calculations of both the Purchaser. Estimated Purchase Price and the Purchase Price. (g) The Seller transfer of Pipeline Mortgage Loans 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 be subject to the Purchaserprovisions of Section 7.29.

Purchase Price. The purchase price (a) Prior to the Commencement Date, ------------ -------------- but no earlier than Interconnection Date, Buyer shall pay for each Loan Package (the “Purchase Price”) shall be Project Energy delivered to it at a rate per kilowatthour equal to the percentage of par as stated in the related Commitment Lettermonthly Variable Energy Cost Rate, multiplied by the aggregate scheduled principal balanceactually experienced, as determined monthly by Buyer, for all APS Proxy Units. (b) On and after the Commencement Date, Buyer shall pay for the Project Energy delivered to it pursuant to Section 1.1, up to an amount not exceeding the Contract Output, monthly at a rate per kilowatthour equal to the sum of the related Cut-off Datefixed Capacity Cost Rate plus the Avoided Energy Cost Rate as determined monthly by Buyer, 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 which rate per kilowatthour 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 Project Energy delivered to Buyer for each Billing Period during the term of this Agreement and (ii) pay for any Additional Project Energy monthly at a rate per kilowatthour equal to the Avoided Energy Cost Rate. (c) Notwithstanding anything to the contrary in this Section 1.2, if the Project ceases to be a "qualifying facility" within the meaning of PURPA, Buyer shall pay for any Project Energy tendered to Buyer's System at a rate per kilowatthour equal to the lesser of the related Cutrate set forth above or the appropriate rate (expressed in kilowatthours per hour) approved by, and specified in the tariff filed or to be filed by Seller with, the appropriate governmental agency having jurisdiction over Seller with respect to rate making from time to time pursuant to applicable law. (d) Notwithstanding anything to the contrary in this Section 1.2, (i) if the average number of kilowatthours per hour of Project Energy delivered to Buyer during the Off-off DatePeak Hours in any Billing Period exceeds the average number of kilowatthours per hour of Project Energy delivered to Buyer during the On- Peak Hours in such Billing Period, Buyer shall not be obligated to pay a Capacity Cost Rate for the number of kilowatthours of Project Energy delivered to Buyer during such Billing Period equal to the product of the amount of such excess times the total number of Off-Peak Hours in such Billing Period and (ii) Buyer shall not be obligated to pay the purchase price specified in this Section 1.2 for that number of kilowatthours of Project Energy delivered to Buyer in any one hour which equals the number of kilowatthours of Internal Energy supplied by Buyer during such hour. Such prepaid amounts At Seller's request Buyer shall supply to Seller Internal Energy and, to the extent the Internal Energy supplied by Buyer during any hour exceeds the Project Energy, if any, delivered to Buyer during such hour, Buyer shall charge Seller for the excess at rates which are just and reasonable and which do not discriminate against Seller. For purposes of this Section 1.2(d), in determining the average number of kilowatthours per hour of Project Energy delivered to Buyer during any Billing Period, or any portion thereof, any hours (minus interest at or portions thereof) during which no deliveries of Project Energy were made because of Unavoidable Interruptions shall be excluded. In addition, if deliveries of Project Energy during any Billing Period are reduced below the Servicing Fee Ratelevel that otherwise would have occurred because of Unavoidable Interruptions, then the number of hours equal to the product of the total time (expressed in hours) during which such reduced deliveries occurred multiplied by the reduction in deliveries (expressed as a percentage of the average hourly deliveries of Project Energy during the preceding 12 Billing Periods or portion thereof) 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 Purchaserexcluded.

Purchase Price. The purchase price Purchase Price for each Mortgage -------------- Loan Package (listed on the “Purchase Price”) 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 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 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 Rate, 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 Distribution Date. All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the Cut-off Date shall belong to the Purchaser. In addition to the above, the Seller hereby assigns to the Purchaser, effective upon the Seller's receipt of the Purchase Price, all of the Seller's rights (which may be enforced independently from this Agreement) and remedies (which are in addition to the Purchaser's remedies set forth in this Agreement and not in lieu thereof) under that certain letter agreement, dated September 29, 1998, between National Mortgage Corporation ("NMC") and the Seller, under which NMC made certain representations, warranties and covenants to the Seller with respect to the Mortgage Loans.

Purchase Price. At each Closing, Buyer shall pay the Shares Purchase Price to IPALCO, in each case by wire transfer of immediately available funds to the account or accounts that IPALCO shall designate to Buyer prior to the applicable Closing Date, in each case subject to Section 9.2. Adjustments to Base Purchase Price (i) The purchase price for each Loan Package Base Purchase Price shall be adjusted as follows (the “Adjusted Purchase Price”): (i) the Base Purchase Price shall be increased by an amount of cash equal to (x) the percentage Adjustment Factor multiplied by (y) the amount of par any Additional Capital Investment, together with interest thereon for the period from (and including) the applicable date or dates of the Additional Capital Investment to (but excluding) the Closing Date (as stated defined in the related Commitment LetterPSA) under the PSA (the “PSA Closing Date”) at a rate of nine percent (9%) per annum. IPALCO Statement; Post-Closing Adjustment to Adjusted Purchase Price . (i) At least three (3) Business Days prior to the Initial Closing Date, multiplied by IPALCO shall provide Buyer with a statement setting forth IPALCO’s estimate of the aggregate scheduled principal balance, Adjusted Purchase Price as of the related Cut-off Initial Closing Date (the “Estimated Adjusted Purchase Price”), together with documentation and supporting calculations of any adjustments made pursuant to Section 2.1(c), if applicable, supporting the calculation of the Estimated Adjusted Purchase Price. Within thirty (30) days after the Initial Closing Date, IPALCO shall prepare and deliver to Buyer a written determination (the “IPALCO Statement”) setting forth IPALCO’s 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 Adjusted Purchase Price for a Loan Package may be adjusted as stated in (including the adjustments made pursuant to Section 2.1(c), together with all supporting calculations). (ii) Buyer shall have thirty (30) days after the date of IPALCO Statement (the “Review Period”) to review the IPALCO Statement and related Commitment Lettercomputations. In addition connection with the review of the IPALCO Statement, IPALCO shall give, and shall cause the Companies and its and the Companies’ Representatives to give, to Buyer and its Representatives reasonable access to the Purchase Pricebooks, records and other materials of the Companies and the personnel of, and work papers prepared by or for, the Purchaser shall pay Companies and their respective accountants and Representatives, including to such historical financial information relating to the SellerCompanies as Buyer or its Representatives may reasonably request, at closingin each case, accrued interest on in order to permit the aggregate scheduled principal amount timely and complete review of the related Mortgage Loans at IPALCO Statement. If Buyer has accepted the weighted average Mortgage Loan Remittance Rate for each Loan Package from IPALCO Statement in writing or has not given written notice to IPALCO setting forth any objection of Buyer to the related Cut-off Date through the day IPALCO Statement (a “Statement of Objections”) prior to the related Closing Dateexpiration of the Review Period, inclusivethen the IPALCO Statement shall be final and binding upon the Parties. With respect In the event that Buyer delivers a Statement of Objections during the Review Period, IPALCO and Buyer shall use their commercially reasonable efforts to each Loan Packageagree on appropriate adjustments to the IPALCO Statement within thirty (30) days following the receipt by IPALCO of the Statement of Objections. If IPALCO and Buyer are unable to reach an agreement as to such amounts and adjustments within such 30-day period, then the matter shall be submitted as promptly as practicable to Gxxxx Xxxxxxxx LLP, or if Gxxxx Xxxxxxxx LLP is unwilling or unable to serve in such capacity, to such other independent accounting firm agreed to by Buyer and IPALCO (such accountant, the Purchaser “Settlement Accountant”), who shall be entitled resolve the matters still in dispute and adjust the IPALCO Statement to (1) all scheduled principal due after reflect such resolution and its determination of the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (Adjusted Purchase Price; provided, however, that all scheduled payments the Settlement Accountant may not determine an Adjusted Purchase Price in excess of principal due on that claimed by IPALCO in the IPALCO Statement or before less than that claimed by Buyer in the related CutStatement of Objections. The Parties shall cause the Settlement Accountant to make such determination within forty-off Date and collected by five (45) days following the Seller after submission of the related Cut-off Date shall belong matter to the SellerSettlement Accountant for resolution, and such determination shall be final and binding upon Buyer and IPALCO and may be entered and enforced in any court having jurisdiction. Each of Buyer and IPALCO agrees that it shall not have any right to, and shall not, institute any Action or Proceeding of any kind challenging such determination or with respect to the matters that are the subject of this Section 2.1(d), except that the foregoing shall not preclude an Action or Proceeding to enforce such determination. In the event any dispute is submitted to the Settlement Accountant for resolution as provided in this Section 2.1(d)(ii), the fees, charges and expenses of the Settlement Accountant shall be paid one-half by Buyer and one-half by IPALCO. (iii) In the event that the Parties agree, or the Settlement Accountant determines, in accordance with Section 2.1(d)(ii) that the Adjusted Purchase Price should be decreased, then IPALCO shall, within five (5) Business Days following the determination of the final amounts pursuant to Section 2.1(d)(ii), (3x) issue to Buyer additional Acquired IPALCO Shares such that, after such issuance, the aggregate number of Acquired IPALCO Shares issued to Buyer pursuant to this Agreement immediately after such issuance will equal the quotient of (1) the Aggregate Amount at the time of such issuance divided by (2) the Per Share Purchase Price (reflecting, for the avoidance of doubt, the decreased Adjusted Purchase Price), and the Adjusted Purchase Price and Per Share Purchase Price, each as so decreased, shall apply for all payments subsequent Closings (subject to further adjustment pursuant to Section 2.1(e)); provided that in no event shall IPALCO be required to issue IPALCO Shares to Buyer such that the aggregate number of Acquired IPALCO Shares exceeds the Maximum Share Amount; and (y) pay to Buyer, by wire transfer of immediately available funds, (1) an amount equal to the per share dividends that would have been paid to Buyer with respect to the additional Acquired IPALCO Shares issued to Buyer pursuant to clause (x) had such additional Acquired IPALCO Shares been issued at the applicable Closing, together with interest thereon for the period from (and including) the applicable payment date with respect to the applicable dividend to (but excluding) the date of payment, at the Applicable Rate on the Mortgage Loans Initial Closing Date and (2) in lieu of issuing any Acquired IPALCO Shares to Buyer pursuant to clause (x) that would result in the aggregate number of Acquired IPALCO Shares exceeding the Maximum Share Amount, an amount equal to the product of (A) the number of such Acquired IPALCO Shares in excess of the Maximum Share Amount and (B) the Per Share Purchase Price (reflecting, for the avoidance of doubt, the decreased Adjusted Purchase Price), together with interest thereon for the period from the Initial Closing Date to (but excluding) the date of payment at the Mortgage Loan Remittance Applicable Rate on the Initial Closing Date. (minus iv) In the event that portion the Parties agree, or the Settlement Accountant determines, in accordance with Section 2.1(d)(ii) that the Adjusted Purchase Price should be increased, then Buyer shall (I) pay, or cause to be paid, within five (5) Business Days following the determination of any the final amounts pursuant to Section 2.1(d)(ii), to IPALCO, by wire transfer of immediately available funds, an amount equal to the difference of (x) the product of (1) the aggregate number of Acquired IPALCO Shares issued to Buyer pursuant to this Agreement as of the date of such payment which is allocable to and (2) the period prior to Per Share Purchase Price (reflecting, for the related Cut-off Dateavoidance of doubt, the increased Adjusted Purchase Price) and (4y) all Prepayment Penalties. The principal balance of each Mortgage Loan the Aggregate Amount as of the related Cut-off date of such payment, together with interest thereon for the period from (and including) the Initial Closing Date is determined after application to (but excluding) the date of payments payment, at the Applicable Rate on the Initial Closing Date, and the Adjusted Purchase Price and Per Share Purchase Price, each as so increased, shall apply for all subsequent Closings (subject to further adjustment pursuant to Section 2.1(e)); provided that in no event shall Buyer be required to pay, or cause to be paid, any amounts to IPALCO such that the Aggregate Amount would exceed the Maximum Investment Amount, and (II) in lieu of principal due on paying or before causing to be paid any amounts to IPALCO pursuant to clause (I) that would result in the related Cut-off Date whether or not collected. ThereforeAggregate Amount exceeding the Maximum Investment Amount, payments transfer to IPALCO a number of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied Acquired IPALCO Shares equal to the principal balance as quotient of (1) the related Cut-off Date. Such prepaid amounts amount by which the Aggregate Amount would so exceed the Maximum Investment Amount, divided by (minus interest at 2) the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial AccountPer Share Purchase Price (reflecting, which account is established for the benefit avoidance of doubt, the Purchaser for subsequent remittance by the Seller to the Purchaserincreased Adjusted Purchase Price).

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 the related Loan PackageLoans, after application of scheduled payments of principal for such related Loan Package due on or before the related Cut-off Date, to the extent such payments were actually received. The initial principal amount of the Mortgage Loans in the related Mortgage Loan Package shall be the aggregate principal balance of the Mortgage Loans, so computed as of the related Cut-off Date whether or not collectedas set forth on the related Mortgage Loan Schedule. The 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 Loan Package at the weighted average Mortgage Loan Remittance Interest Rate for each Loan Package of those Mortgage Loans from the related Cut-off Date paid through date through the day date prior to the related Closing Date, inclusive. With respect The Servicing Fee will not be applicable until the Closing Date. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid to 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 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 related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for paid prior to the related Cut-off Date, but to be applied on a Due Date due date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit cause any such prepaid amounts into to be remitted to the Custodial Account, which account is established for the benefit of the Purchaser Interim Servicer for subsequent remittance by the Seller to the Purchaser.

Purchase Price. 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 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 respect 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, after application of scheduled payments of principal due on or before the related Cut-off Date, whether or not collected. Such payments shall be made to each Loan Package, the account designated by the Company by wire transfer to 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 (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 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. 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. The contents of each Servicing File are and shall be held in trust by the Company for the benefit of the Purchaser for subsequent remittance as the owner thereof. Possession of each Servicing File by the Seller Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File and Servicing File shall vest immediately in the Purchaser, and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Company shall vest immediately in the Purchaser and shall be retained and maintained by the Company, in trust, at the will of the Purchaser and only in such custodial capacity. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company’s servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03 or 6.02. All such costs associated with the release, transfer and re-delivery to the Company shall be the responsibility of the Purchaser.

Purchase Price. The purchase price 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 LetterPurchase Price and Terms Letter (subject to adjustment as provided therein), multiplied plus accrued interest on the aggregate unpaid principal balance of the Mortgage Loans in the Mortgage Loan Package at the related Mortgage Interest Rate from the date through which interest on the related Mortgage Loan has last been paid through the day prior to the related Closing Date inclusive, all as set forth more specifically in the related Memorandum of Sale; provided, however, with respect to those Mortgage Loans for which interest has been paid through a date beyond the related Cut-off Date, such accrued interest owing to the Company shall be reduced by the aggregate scheduled amount of interest accruing on the unpaid principal balancebalance of each such Mortgage Loan at a rate equal to the Mortgage Interest Rate of such Mortgage Loan, from the related Closing Date to the day prior to the date through which interest is paid for such Mortgage Loan, inclusive. The initial principal amount of the Mortgage Loans shall be the unpaid principal balance of the Mortgage Loans, so computed as of the related Cut-off Date, 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 to the day prior extent such payments were actually received. Subject to satisfaction of the closing conditions set forth in Section 2.05, such payments shall be made to the account designated by the Company by wire transfer of immediately available funds as early as reasonably possible on the related Closing Date, inclusive. With respect to each Loan Package, The final Purchase Price and Purchase Price percentage shall be set forth on the related Memorandum of Sale. The Purchaser shall be entitled to (1) all scheduled principal due collected on the Mortgage Loans after the 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 Interest Rate (minus that portion of any such payment which is allocable to the period prior to received after the related Cut-off Date) , net of any Interim Servicing Fee due to the Company, and (43) all Prepayment Penalties. The principal balance of each Mortgage Loan as of the related Cut-off Date is determined Premiums received or paid 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”") that Lessee shall pay to Lessor for the Leased Property pursuant to the Option shall be a lump sum cash payment equal to the fixed purchase price amount which is set forth in Schedule 6.2 next to (a) the Lease Year during which Lessee delivers the Option Notice to Lessor or (b) the third Lease Year if Lessee delivers the Option Notice to Lessor during the 30 days preceding the commencement of the third Lease Year. If any Rent or other amount (other than the Purchase Price) is due and payable by Lessee to Lessor (or would be due and payable but for the fact that the grace period for curing an Event of Default has not yet expired) on the Option Closing Date, such unpaid Rent and other amounts plus the Purchase Price (collectively, the "Option Closing Payment") 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 and payable 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 (Option Closing; provided, however, that all scheduled payments the Option Closing Payment shall not include (i) any disputed item of principal Supplemental Rent or (ii) any amounts owed on account of Section 17.2(a) or a breach or non-fulfillment of a representation or warranty covered by Section 17.2(b), however, the exclusion of such amounts from the Option Closing Payment, or the failure to include in the Option Closing Payment any other amount which may be payable by Lessee to Lessor under this Lease, shall not release or impair any liability or obligation of Lessee therefor under this Lease and such liabilities and obligations shall survive the Option Closing. The quarterly Lease Payment for the quarter during which the Option Closing occurs shall be apportioned to the Option Closing Date and Lessee shall be entitled to a refund or credit for any portion of a Lease Payment theretofore paid under this Lease which is attributable to the period after the Option Closing Date. Otherwise, Lessee shall not be entitled to any refund or pro ration of Rent or other amounts theretofore paid or due and payable under this Lease on or before the related CutOption Closing as a result of Lessee's exercise of the Option and purchase of the Leased Property. The term "Lease Year" means any 12-off Date month period commencing at the Effective Time or any anniversary thereof and collected by the Seller after the related Cut-off Date shall belong to the Seller), (3) all payments of interest ending on the Mortgage Loans first or a subsequent anniversary of the Effective Time. By way of example, first Lease Year shall begin at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to Effective Time and end on the period prior to first anniversary thereof, and the related Cut-off Date) and (4) all Prepayment Penalties. The principal balance of each Mortgage Loan as second Lease Year shall begin on the first anniversary of the related Cut-off Date is determined after application of payments of principal due Effective Time and end 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 second anniversary 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 PurchaserEffective Time.

Purchase Price. The Subject to any adjustments as provided herein, the purchase price for each Loan Package the CGIM Shares shall be $3,600,000.00 (the “"Purchase Price”"). The Buyer agrees to pay to the Seller $2,500,000.00 of the Purchase Price (the "Down Payment") at the Closing by wire transfer or delivery of other immediately available funds. Unless reduced as provided below, the remainder of the Purchase Price (the "Remaining Purchase Price") shall be paid in three (3) installments of $366,666.66 payable on the percentage first, third and fifth year anniversary of par the Closing Date (each a "Payment Date"). The Remaining Purchase Price shall be reduced by (i) and adjusted by (ii) as stated in follows: (i) the related Commitment Letteramounts, multiplied if any, of pre-Closing Liabilities of CGIM paid by Buyer upon at least thirty (30) days' prior written notice to Seller if Seller shall have failed to pay or undertake efforts to contest or defend same within such thirty (30) day period; and (ii) the aggregate scheduled principal balance, amount of any Management Fee Deficit or Credit as of the related Cut-off Date, of Payment Date that has not previously been applied to reduce or reinstate 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 Remaining Purchase Price, . "Management Fee Deficit" shall mean 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 Cutapplicable Payment Date that the Terminated Management Agreement Amount exceeds the Bucket Fill-off Up Amount. "Management Fee Credit" shall mean the amount as of the applicable Payment Date is determined after application that the Bucket Fill-Up Amount exceeds the Terminated Management Agreement Amount. "Terminated Management Agreement Amount" means the aggregate management fees that would have been received by CGIM pursuant to all Terminated Management Agreements for the period from the termination date of payments the Terminated Management Agreement to the next Payment Date, assuming that the Terminated Management Agreement had continued in existence until such next Payment Date, plus any accrued but unpaid management fees less (i) any penalty fees paid to CGIM pursuant to the Terminated Management Agreement and (ii) any management fees already offset by Bucket Fill-Up Amounts. "Bucket Fill-Up Amount" means the aggregate management fees received by CGIM pursuant to all Substituted Management Agreements for the period from the commencement date of principal due on or before the related Cut-off Date whether or not collectedSubstituted Management Agreement to the next Payment Date, less management fees already counted as Bucket Fill Up Amounts. Therefore, payments of scheduled principal and interest prepaid "Terminated Management Agreement" means any Management Agreement for a Due Date beyond Third Party Property listed on Schedule 2(b)(ii) attached hereto that is terminated or is not renewed or extended for any reason, other than the related Cut-off Date breach after Closing by CGIM (or by any Affiliate thereof to which CGIM has assigned such Management Agreement) of its obligations under the Management Agreement that constitutes cause for termination of CGIM as defined in the applicable Management Agreement. However, the management agreement for Eden Terrace of Bedford in Bedford, Texas is currently in default and shall not be applied considered a breach after Closing by CGIM. In addition, a moratorium or change in the Texas reimbursement program regarding Meadow View in Arlington, Texas that causes an occupancy or debt service coverage default under the Meadow View loan documents, shall not be considered a breach after Closing by CGIM. "Substituted Management Agreement" means any Management Agreement for a Third Party Property that is assigned or referred to CGIM by Seller or its Affiliate not included on Schedule 2(b)(ii) attached hereto. In the event that the amount of any Management Fee Deficit on any Payment Date exceeds the Remaining Purchase Price amount for such Payment Date, it shall be carried back first, then forward and the applicable Remaining Purchase Price shall be adjusted. Likewise, in the event that the Bucket Fill-Up Amount on any Payment Date exceeds the Terminated Management Agreement Amount, it shall be carried back first, then forward, and the remaining Purchase Price shall be adjusted, but not more than $366,666.66 per Payment Date. The examples on Exhibit A are meant to reflect the parties' understanding of these provisions. The Remaining Purchase Price shall be evidenced by a promissory note in a form reasonably acceptable to the principal balance as Buyer and the Seller (the "Note") and shall be secured by all of the related Cut-off Date. Such prepaid amounts (minus interest at CGIM Shares pursuant to a security agreement in a form reasonably acceptable to 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 Buyer and the Seller to (the Purchaser"Security Agreement").

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 (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 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 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 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 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 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. 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, inclusiveafter application of scheduled payments of principal due on or before the related Cut-Off Date, whether or not collected. With respect Such payments shall be made to each Loan Package, the account designated by the Company by wire transfer to immediately available funds by 1:00 Eastern Standard Time on the related Closing Date. 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 (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 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. 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. The contents of each Servicing File are and shall be held in trust by the Company for the benefit of the Purchaser for subsequent remittance as the owner thereof. Possession of each Servicing File by the Seller Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and the related Mortgage File and Servicing File shall vest immediately in the Purchaser, and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Company shall vest immediately in the Purchaser and shall be retained and maintained by the Company, in trust, at the will of the Purchaser and only in such custodial capacity. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company’s servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03 or 6.02. All such costs associated with the release, transfer and re-delivery to the Company shall be the responsibility of the Purchaser.

Purchase Price. (a) The purchase price consideration to be paid by Purchaser for each Loan Package the Shares (the “"Purchase Price”") shall be an amount equal to the percentage Base Purchase Price, plus (or minus) (i) the Net Working Capital Adjustment Amount, minus (ii) the Contract Delivery Amount (if any). Prior to the Closing Date, the Parties shall agree upon the allocation of par as stated the Purchase Price between the CCN Shares and the PW Shares. (b) For purposes of determining the amount of cash to be delivered at the Closing in accordance with Section 2.6(b), a preliminary determination of the Purchase Price (the "Preliminary Payment Amount") shall be made on or prior to the Closing Date using the Company's then most recent available month-end balance sheet to calculate the preliminary Net Working Capital Adjustment Amount. Sellers shall prepare such preliminary determination and shall deliver to Purchaser a copy of such balance sheet and a schedule showing the calculation of such preliminary Net Working Capital Adjustment Amount and the Preliminary Payment Amount not less than two Business Days prior to the Closing Date. (c) Within 60 days after the Closing, HCA shall deliver to Purchaser the Closing Date Balance Sheet together with a schedule (the "Adjustment Schedule") setting forth Sellers' determination of the Net Working Capital Adjustment Amount and the Purchase Price based upon the Closing Balance Sheet. After the Closing, Purchaser shall (i) permit representatives of Sellers, during normal business hours, to have reasonable access to, and to examine and make copies of, all books and records of the Company which are in the related Commitment Letterpossession of Purchaser or the Company for purposes of preparing the Closing Date Balance Sheet and the Adjustment Schedule, multiplied and (ii) cause the employees of the Company to cooperate with and assist HCA in the preparation of the Closing Date Balance Sheet and the Adjustment Schedule. Sellers shall prepare the Closing Date Balance Sheet in accordance with GAAP and consistently with the Reference Balance Sheet except as provided in Schedule 5.2. (d) Purchaser may object to any of the information or computations contained in the Closing Date Balance Sheet or the Adjustment Schedule which could affect the Purchase Price. Any such objection must be made by delivery of a written statement of objections (stating the basis of the objections with reasonable specificity) to HCA within 30 days following delivery of the Closing Date Balance Sheet and the Adjustment Schedule to Purchaser. To the extent that Purchaser does not so object within such 30 day period, the Closing Date Balance Sheet and the Adjustment Schedule, as delivered to Purchaser, shall be considered final and binding upon the parties. In the event that Purchaser and HCA are unable to resolve a dispute or disagreement set forth in a written objection pursuant to this Section 2.3(d) within 30 days of HCA's receipt of such objection, either party may elect, by written notice to the other party, to have all such disputes or disagreements resolved 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 collectedSelected Accounting Firm. The Purchase Price for a Loan Package may be adjusted as stated in Selected Accounting Firm shall determine the related Commitment Letter. In addition to Net Working Capital Adjustment Amount and calculate the Purchase Price, which determination of the Selected Accounting Firm shall be final and binding upon the parties. The Selected Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 days after submission of the Closing Date Balance Sheet and the Adjustment Schedule and Purchaser's written objections to it and, in any case, as soon as practicable after such submission. The parties will cooperate fully with the Selected Accounting Firm, and shall cause the Company to cooperate fully with the Selected Accounting Firm, in connection with its determination of the Net Working Capital Adjustment Amount and calculation of the Purchase Price. The costs and expenses for the services of the Selected Accounting Firm shall be borne equally by Purchaser and HCA. (e) Within ten days after the Purchase Price shall have been agreed upon or otherwise finally determined pursuant to Section 2.3(d), HCA (on behalf of the Sellers) or Purchaser, as appropriate, shall pay to the Seller, at closing, accrued interest on other party cash (by wire transfer of immediately available funds) in the aggregate scheduled principal amount of the related Mortgage Loans difference between the Purchase Price and the Preliminary Payment Amount, together with interest thereon for a period from (and including) the Closing Date to (but excluding) the date of payment, at the weighted average Mortgage Loan Remittance Rate for each Loan Package prime rate as quoted in the Money Rates section of The Wall Street Journal from time to time (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"Applicable Rate"), (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 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 in a Mortgage Loan Package shall be the aggregate principal balance of the related 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 the weighted average Mortgage Interest Rate of such Mortgage Loans (net of the Servicing Fee Rate) from the date to which interest was last paid 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 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 received on and after the related Cut-off Closing 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 “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 Mortgage Loan Package (listed on the “Purchase Price”) Mortgage Loan Schedule, which shall not include any Mortgage Loan which prepays on or prior to the Closing Date, shall be the percentage sum of par as stated in (i) the related Commitment Letter, Purchase Price Percentage multiplied by the aggregate scheduled principal balance, Stated Principal Balance of such Mortgage Loan 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 received on the Mortgage Loans on or before such the Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted Off Date, plus accrued interest at the applicable mortgage interest rate, net of the Base Servicing Fee (as stated defined in the related Commitment Letter. In addition to the Purchase PriceTerm Sheet), on each Mortgage Loan from, and excluding, 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 Off Date through to, and including, the day prior to the related Closing Date, inclusive. With respect and (ii) interest accrued on such Mortgage Loan from the Interest Paid to each Loan Package, Date up to and including the Purchaser shall be entitled Cut-Off Date (referred to as the "Interest Receivable" for such Mortgage Loan) . (1i) all scheduled principal due after the related Cut-off Date, (2) all other payments and/or recoveries of principal collected after from, and including, 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)Off Date, (3ii) with respect to each Mortgage Loan and in accordance with the Term Sheet, the Interest Receivable and (iii) all payments of interest with respect to interest accrued on the Mortgage Loans at from, and excluding, the Cut-Off Date . In the event of a loan repurchase or a loan substitution pursuant to Section 29(g), the Purchase Price for the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable Loans may be adjusted post-settlement in accordance with the Term Sheet to reflect the change in overall loan characteristics. The purchase price differential shall be refunded to the period prior to Purchaser in the related Cut-off Date) and (4) all Prepayment Penalties. The principal balance event 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 Purchaserchange in overall loan characteristics.

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 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 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. 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 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-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 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 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 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 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. (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 Loan Package (the “Purchase Price”) 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 a PRO RATA portion of 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 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 par the purchase price equal to a fraction, the numerator of which is the aggregate Loan Amount (as stated defined in the related Commitment LetterReceivables 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, multiplied 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. For purposes of clause (a)(i) above, the PRO RATA portion of all monies then held by the Company shall equal the aggregate face amount of the Receivables to be purchased from the Originator divided by the aggregate scheduled principal balance, as face amount of the related Cut-off DateReceivables to be purchased from all Originators (including this Originator) at such time. (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 Mortgage Loans Originator's rights in the related Loan PackagePurchased 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, after application the Agent, nor any Lender shall have any obligation or liability to any Obligor or other customer or client of scheduled payments the Originator to perform any of principal for such related Loan Package due on the obligations of the Originator in connection with any Receivable or before such Cut-off Date whether or not collectedotherwise. (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 Receivables (and all Collections thereon and other proceeds) to secure all obligations of the Company under the Note. The Purchase Price for a 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 Package Agreement, the Company shall not grant any security interest or lien in, or otherwise encumber, the Purchased Receivables; except the Company may be adjusted as stated grant security interests in the related Commitment LetterPurchased Receivables to any of Originator's Affiliates; provided that such security interests rank PARI PASSU to the Originator'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. (a) The purchase price aggregate Purchase Price for each Loan Package (the “Receivables of SIRVA Relo sold on the Initial Funding Date was such amount as was specified in the First Purchase Price”) Agreement. The aggregate Purchase Price for the Receivables of Executive Relo sold on the Restatement Date was such amount as agreed upon on or prior to the Restatement Date, between Executive Relo and Buyer, as disclosed to the Agent. The aggregate Purchase Price for the Receivables of SIRVA Global sold on the Second Restatement Date shall be such amount as agreed upon on or prior to the percentage of par as stated in the related Commitment LetterRestatement Date, multiplied by the aggregate scheduled principal balancebetween Executive Relo and Buyer, as of disclosed to 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 collectedAgent. The Purchase Price for a Loan Package may be adjusted as stated any other Receivables sold during any Settlement Period shall equal (i) the aggregate unpaid principal balance of the Receivables included therein, times (ii) the Purchase Price Percentage then in effect. (b) On the related Commitment Letter. In addition Initial Funding Date and each date subsequent thereto prior to the Restatement Date, Buyer paid SIRVA Relo the Purchase PricePrice for the Receivables of SIRVA Relo sold on that date in accordance with the First Purchase and Sale Agreement. On the Restatement Date and each date subsequent thereto prior to the Second Restatement Date, Buyer paid SIRVA Relo the Purchaser Purchase Price for the Receivables of SIRVA Relo sold on that date in accordance with the Original Purchase and Sale Agreement. On the Restatement Date and each date subsequent thereto prior to the Second Restatement Date, Buyer paid Executive Relo the Purchase Price for the Receivables of Executive Relo sold on that date in accordance with the Original Purchase and Sale Agreement. On the Second Restatement Date, Buyer shall pay to each Originator the SellerPurchase Price for the Receivables of such Originator sold on that date. On each subsequent day, at closingBuyer shall pay each Originator the Purchase Price for Receivables of such Originator sold on such day, accrued interest (i) in cash 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 such day, to the related Closing extent Buyer has received funds that may be applied for such purpose under the Second Tier Agreement (including as a result of an Incremental Purchase or as a distribution of Collections on a Payment Date), inclusiveor (ii) to the extent that such Purchase Price is not paid in cash on such day, by increasing Buyer’s obligation to pay the deferred Purchase Price for Receivables sold hereunder. With respect Buyer’s obligation to each Loan Package, the Purchaser pay such deferred Purchase Price to an Originator shall be entitled payable from time to time as funds are made available to Buyer under the Second Tier Agreement and shall be evidenced by a promissory note (1as amended or modified from time to time, a “Subordinated Note”) 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 executed and collected delivered by the Seller after the related Cut-off Date shall belong Buyer 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 order of each Mortgage Loan such Originator as of the related Cut-off Second Restatement Date is determined after application (in the case 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 Subordinated Notes payable to the principal balance order of SIRVA Relo and Executive Relo, representing an amendment and restatement of the Subordinated Notes dated as of the related Cut-off Restatement Date). Such prepaid amounts (minus interest at Each Originator may xxxx any increase in the Servicing Fee Rate) shall be deferred Purchase Price payable to such Originator hereunder on the property grid attached to the Subordinated Note of the Purchaser. The Seller shall deposit such Originator, provided that failure to make any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller recordation or any error in such grid shall not adversely affect such Originator’s rights to the Purchaserrecover such deferred Purchase Price under such Subordinated Note. No Subordinated Note shall bear interest.

Purchase Price. The purchase price for each Loan Package tile Mortgage Loans (the “Purchase Price”) shall be the percentage of par as stated in the related Commitment Letter, multiplied by the tile aggregate scheduled principal balance, as of the related tile Cut-off Date, of the Mortgage Loans in the listed on tile 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 tile 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.