Common use of Payment of Purchase Price for the Mortgage Loans Clause in Contracts

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date by transfer of immediately available funds, as directed by the Seller, an amount equal to $375,592,893 in respect of the Mortgage Loans (the "Purchase Price"), net of an expense reimbursement amount of $181,000 (the "Expense Reimbursement Amount"), and to transfer to the Seller or its designee on the Closing Date, (i) a portion of the Class B-2 Certificates and (ii) the Class B-3, the Class B-4, the Class X, the Class N, and the Residual Certificates (collectively, the "Private Certificates"). The Expense Reimbursement Amount shall reimburse the Purchaser for the Purchaser's Securities and Exchange Commission registration statement fees and the Purchaser's registration statement administration fees allocable to the Trust. The Seller shall pay, and be billed directly for, all expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and reasonable expenses of Purchaser's counsel, fees of the rating agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee and other out-of-pocket costs, if any. If the Purchaser shall determine that the Expense Reimbursement Amount is not sufficient to reimburse the Purchaser for all expenses incurred by it that are subject to reimbursement by the Seller hereunder as described above, the Seller shall promptly reimburse the Purchaser for such additional amounts upon written notice by the Purchaser to the Seller.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date by transfer of immediately available funds, as directed by the Seller, an amount equal to $375,592,893 __________ in respect of the Mortgage Loans (the "Purchase PricePURCHASE PRICE"), net of an expense reimbursement amount of $181,000 __________ (the "Expense Reimbursement Amount"), and to transfer to the Seller or its designee on the Closing Date, (i) a portion of the Class B-2 Certificates and (ii) the Class B-3, the Class B-4, the Class X, the Class N, and the Residual Certificates (collectively, the "Private CertificatesEXPENSE REIMBURSEMENT AMOUNT"). The Expense Reimbursement Amount shall reimburse the Purchaser for the Purchaser's Securities and Exchange Commission registration statement fees and the Purchaser's registration statement administration fees allocable to the Trust. The Seller shall pay, and be billed directly for, all expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to Prospectus and the CertificatesPrivate Placement Memorandum, blue sky registration fees and expenses, fees and reasonable expenses of Purchaser's counsel, fees of the rating agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee and other out-of-pocket costs, if any. If the Purchaser shall determine that the Expense Reimbursement Amount is not sufficient to reimburse the Purchaser for all expenses incurred by it that are subject to reimbursement by the Seller hereunder as described above, the Seller shall promptly reimburse the Purchaser for such additional amounts upon written notice by the Purchaser to the Seller.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date by transfer of immediately available funds, as directed by the Seller, an amount equal to $375,592,893 in respect of the Mortgage Loans 672,197,785.57 (the "“Purchase Price"”), which is net of an expense reimbursement amount of $181,000 725,000 (the "“Expense Reimbursement Amount"”), and to transfer to the Seller or one of its designee Affiliates on the Closing Date, (i) a portion of Date the Class B-2 Certificates and (ii) the Class B-3, the Class B-4, the Class X, the Class N, and the Residual Certificates (collectively, the "Private Certificates")Ownership Certificate. The Expense Reimbursement Amount shall reimburse the Purchaser for for, among other things, the Purchaser's current Securities and Exchange Commission registration statement fees and for the Purchaser's registration statement administration fees allocable to amount of registered securities issued on the TrustClosing Date. The Seller shall pay, and be billed directly for, all expenses incurred by the Purchaser in connection with the issuance of the CertificatesSecurities, including, without limitation, printing fees incurred in connection with the prospectus relating to the CertificatesSecurities, blue sky registration fees and expenses, fees and reasonable expenses of Purchaser's counselXxXxx Xxxxxx LLP, fees of the rating agencies requested to rate the CertificatesSecurities, accountant's ’s fees and expenses and expenses, Custodian fees, loan level due diligence fees, the fees and expenses of the Indenture Trustee and the Owner Trustee and other out-of-pocket costs, if any. If the Purchaser shall determine that the Expense Reimbursement Amount is not sufficient to reimburse the Purchaser for all expenses incurred by it that are subject to reimbursement by the Seller hereunder as described above, the Seller shall promptly reimburse the Purchaser for such additional amounts upon written notice by the Purchaser to the Seller. If the Purchaser shall determine that the Expense Reimbursement Amount exceeds the amount necessary to reimburse the Purchaser for all expenses incurred by it that are subject to reimbursement by the Seller hereunder as described above, the Purchaser shall reimburse the Seller for such additional amounts.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date by transfer of immediately available funds, as directed by the Seller, an amount equal to $375,592,893 254,219,459.11 in respect of the Mortgage Loans (the "Purchase PricePURCHASE PRICE"), net of an expense reimbursement amount of $181,000 24,922.30 (the "Expense Reimbursement AmountEXPENSE REIMBURSEMENT AMOUNT"), and to transfer to the Seller or its designee on the Closing Date, (i) a portion of the Class B-2 Certificates and (ii) the Class B-3, the Class B-4N, the Class X, the and Class N, and the Residual R Certificates (collectively, the "Private Certificates"). The Expense Reimbursement Amount shall reimburse the Purchaser for the Purchaser's Securities and Exchange Commission registration statement fees and the Purchaser's registration statement administration fees allocable to the Trust. The Seller shall pay, and be billed directly for, all expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and reasonable expenses of Purchaser's counsel, fees of the rating agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee and other out-of-pocket costs, if any. If the Purchaser shall determine that the Expense Reimbursement Amount is not sufficient to reimburse the Purchaser for all expenses incurred by it that are subject to reimbursement by the Seller hereunder as described above, the Seller shall promptly reimburse the Purchaser for such additional amounts upon written notice by the Purchaser to the Seller.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date by transfer of immediately available funds, as directed by the Seller, an amount equal to $375,592,893 428,273,575.62 in respect of the Mortgage Loans (the "“Purchase Price"”), net of an expense reimbursement amount of $181,000 45,000 (the "“Expense Reimbursement Amount"”), and to transfer to the Seller or its designee on the Closing Date, (i) a portion of Date the Class B-2 Certificates CE-2 and (ii) the Class B-3, the Class B-4, the Class X, the Class N, and the Residual Certificates (collectively, the "Private “Retained Certificates"”). The Expense Reimbursement Amount shall reimburse the Purchaser for the Purchaser's ’s Securities and Exchange Commission registration statement fees and the Purchaser's ’s registration statement administration fees allocable to the Trust. The Seller shall pay, and be billed directly for, all expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and reasonable expenses of Purchaser's ’s counsel, fees of the rating agencies requested to rate the Certificates, accountant's ’s fees and expenses and the fees and expenses of the Trustee and other out-of-pocket costs, if any. If the Purchaser shall determine that the Expense Reimbursement Amount is not sufficient to reimburse the Purchaser for all expenses incurred by it that are subject to reimbursement by the Seller hereunder as described above, the Seller shall promptly reimburse the Purchaser for such additional amounts upon written notice by the Purchaser to the Seller.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date by transfer of immediately available funds, as directed by the Seller, an amount equal to $375,592,893 in respect of the Mortgage Loans 492,795,888.89 (the "“Purchase Price"”), which is net of an expense reimbursement amount of $181,000 103,070 (the "“Expense Reimbursement Amount"”), and to transfer to the Seller or its designee on the Closing Date, (i) a portion of Date the Class B-2 Certificates and (ii) the Class B-3, the Class B-4, the Class X, the Class N, and the Residual Certificates (collectively, the "Private X Certificates"). The Expense Reimbursement Amount shall reimburse the Purchaser for for, among other things, the Purchaser's current Securities and Exchange Commission registration statement fees for the amount of registered securities issued on the Closing Date and the Purchaser's registration statement an administration fees allocable to the Trustfee of $25,000. The Seller shall pay, and be billed directly for, all expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and reasonable expenses of Purchaser's counselXxXxx Xxxxxx LLP, fees of the rating agencies requested to rate the Certificates, accountant's ’s fees and expenses and expenses, Custodian fees, loan level due diligence fees, the fees and expenses of the Trustee and other out-of-pocket costs, if any. If the Purchaser shall determine that the Expense Reimbursement Amount is not sufficient to reimburse the Purchaser for all expenses incurred by it that are subject to reimbursement by the Seller hereunder as described above, the Seller shall promptly reimburse the Purchaser for such additional amounts upon written notice by the Purchaser to the Seller. If the Purchaser shall determine that the Expense Reimbursement Amount exceeds the amount necessary to reimburse the Purchaser for all expenses incurred by it that are subject to reimbursement by the Seller hereunder as described above, the Purchaser shall reimburse the Seller for such additional amounts.

Payment of Purchase Price for the Mortgage Loans. (a) In consideration of the sale of the Initial Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date by transfer of immediately available funds, as directed by the Seller, an amount equal to $375,592,893 in respect of the Mortgage Loans 89,685,000 (the "Purchase Price"), net of an expense reimbursement amount of $181,000 35,127.77 (the "Expense Reimbursement Amount"), ) and to transfer to the Seller or its designee on the Closing Date, (i) a portion of Date the Class B-2 Certificates and (ii) the Class B-3, the Class B-4, the Class X, the Class N, and the Residual Certificates (collectively, the "Private Owner Trust Certificates"). The Expense Reimbursement Amount shall reimburse represents reimbursement to the Purchaser for the Purchaser's Securities and Exchange Commission registration statement fees and fees, the Purchaser's registration statement administration fees allocable to the TrustTrust and diligence fees incurred in connection with the Prospectus and the related Prospectus Supplement. The Seller shall pay, and be billed directly for, all expenses incurred by the Purchaser in connection with the issuance of the CertificatesNotes, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificatesfees, blue sky registration fees and expenses, fees and reasonable expenses of the Note Insurer and its counsel, fees and expenses of Purchaser's counsel, fees of the rating agencies requested to rate the CertificatesNotes, accountant's fees and expenses expenses, Custodian fee, Corridor Contract Counterparty fees and the fees and expenses of the Indenture Trustee and other out-of-pocket costs, if any. If the Purchaser shall determine that the Expense Reimbursement Amount is not sufficient to reimburse the Purchaser for all expenses incurred by it that are subject to reimbursement by the Seller hereunder as described above, the Seller shall promptly reimburse the Purchaser for such additional amounts upon written notice by the Purchaser to the Seller. (b) In consideration of the sale of the Subsequent Mortgage Loans from the Seller to the Issuer as assignee of the Purchaser on each Subsequent Transfer Date, the Purchaser shall pay to the Seller on each Subsequent Transfer Date by transfer of immediately available funds an amount equal to 100% if the Aggregate Principal Balance of the Subsequent Mortgage Loans transferred or such other amount determined in accordance with the terms of the Indenture (either such amount, the "Subsequent Purchase Price"). (c) Within 60 days of the Closing Date or Subsequent Transfer Date, as applicable, the Seller, at its own expense, shall either (i) prepare and send for recording the Assignments of Mortgage in favor of the Indenture Trustee as pledgee of the Issuer pursuant to the Indenture (which may be a blanket assignment if permitted by applicable law) in the appropriate real property or other records, or (ii) deliver to the Indenture Trustee the Assignments of Mortgage in favor of the Indenture Trustee in form for recordation. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within 60 days following the Closing Date or Subsequent Transfer Date, as applicable, such Assignment of Mortgage shall be submitted for recording within 30 days after receipt of such information, but in no event later than one year from the date such Assignment of Mortgage is otherwise required to be recorded pursuant to this Section 2.4(c). The Indenture Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recording. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Seller shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and shall be required to submit each such Assignment of Mortgage for recording. Any failure of the Seller to comply with this Section, or the discovery of any defect (as contemplated by the Trust Agreement) in any documents delivered pursuant to this Section, shall result in the obligation of the Seller to repurchase or substitute an Eligible Substitute Mortgage Loan for the related Mortgage Loan pursuant to the provisions of the Trust Agreement. Notwithstanding the foregoing, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments of Mortgage will not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on the Notes, without regard to the Note Insurance Policy; provided further, however, each Assignment of Mortgage shall be submitted for recording by the Servicer, in its capacity as Seller, in the manner described above, at no expense to the Trust or the Indenture Trustee, upon the earliest to occur of: (i) reasonable direction by the Note Insurer, or by the Holders of Notes entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Servicer Termination Loss Event, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 5.02 of the Servicing Agreement, (v) if the Seller is not the Servicer and (vi) with respect to any one Assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Servicer is unable to pay the cost of recording the Assignments of Mortgage, such expense shall be paid by the Indenture Trustee and shall be reimbursable to the Indenture Trustee as a Trust expense.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date by transfer of immediately available funds, as directed by the Seller, an amount equal to $375,592,893 the sale proceeds of the Class A Certificates, Class M Certificates and the Class B Certificates, in respect of the Mortgage Loans (the "Purchase Price"), net of an expense reimbursement amount of $181,000 [INTENTIONALLY OMITTED] (the "Expense Reimbursement Amount"), and to transfer to the Seller or its designee on the Closing Date, (i) a portion of Date the Class B-2 Certificates CE-1, Class CE-2, Class P, Class R, Class R-X and (ii) the Class B-3, the Class B-4, the Class X, the Class N, and the Residual Certificates (collectivelycollectively with the Class B-5 Certificate, the "Private Certificates"). The Expense Reimbursement Amount shall reimburse the Purchaser for the Purchaser's Securities and Exchange Commission registration statement fees and the Purchaser's registration statement administration fees allocable to the Trust. The In addition to the Expense Reimbursement Amount, the Seller shall pay, and be billed directly for, all reasonable expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and reasonable expenses of Purchaser's counsel, fees of the rating agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee and the Certificate Insurer and other out-of-pocket costs, if any. If the Purchaser shall determine that the Expense Reimbursement Amount is not sufficient to reimburse the Purchaser for all reasonable expenses incurred by it that are subject to reimbursement by the Seller hereunder as described above, the Seller shall promptly reimburse the Purchaser for such additional amounts upon written notice by the Purchaser to the Seller.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date by transfer of immediately available funds, as directed by the Seller, an amount equal to $375,592,893 571,697,969.78, in respect of the Mortgage Loans (the "Purchase Price"), net of an expense reimbursement amount of $181,000 [INTENTIONALLY OMITTED] (the "Expense Reimbursement Amount"), and to transfer to the Seller or its designee on the Closing Date, (i) a portion of Date the Class B-1, Class B-2 Certificates and (ii) the Class B-3, the Class B-4CE-1, the Class XCE-2, the Class NP, Class R, Class R-X and the Residual Certificates (collectively, the "Private Certificates"). The Expense Reimbursement Amount shall reimburse the Purchaser for the Purchaser's Securities and Exchange Commission registration statement fees and the Purchaser's registration statement administration fees allocable to the Trust. The In addition to the Expense Reimbursement Amount, the Seller shall pay, and be billed directly for, all reasonable expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and reasonable expenses of Purchaser's counsel, fees of the rating agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee and the Certificate Insurer and other out-of-pocket costs, if any. If the Purchaser shall determine that the Expense Reimbursement Amount is not sufficient to reimburse the Purchaser for all reasonable expenses incurred by it that are subject to reimbursement by the Seller hereunder as described above, the Seller shall promptly reimburse the Purchaser for such additional amounts upon written notice by the Purchaser to the Seller.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date by transfer of immediately available funds, as directed by the Seller, an amount equal to $375,592,893 382,908,348.50 in respect of the Mortgage Loans (the "Purchase PricePURCHASE PRICE"), net of an expense reimbursement amount of $181,000 137,979.00 (the "Expense Reimbursement AmountEXPENSE REIMBURSEMENT AMOUNT"), and to transfer to the Seller or its designee on the Closing Date, (i) a portion of the Class B-2 B-1 Certificates and (ii) the Class B-3, the Class B-4, the Class N, Class X, the Class N, and the Residual Certificates (collectively, the "Private Certificates"). The Expense Reimbursement Amount shall reimburse the Purchaser for the Purchaser's Securities and Exchange Commission registration statement fees and the Purchaser's registration statement administration fees allocable to the Trust. The Seller shall pay, and be billed directly for, all expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and reasonable expenses of Purchaser's counsel, fees of the rating agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee and other out-of-pocket costs, if any. If the Purchaser shall determine that the Expense Reimbursement Amount is not sufficient to reimburse the Purchaser for all expenses incurred by it that are subject to reimbursement by the Seller hereunder as described above, the Seller shall promptly reimburse the Purchaser for such additional amounts upon written notice by the Purchaser to the Seller.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date by transfer of immediately available funds, as directed by the Seller, an amount equal to $375,592,893 278,027,000 in respect of the Mortgage Loans (the "Purchase PricePURCHASE PRICE"), net of an expense reimbursement amount of $181,000 _____________ (the "Expense Reimbursement AmountEXPENSE REIMBURSEMENT AMOUNT"), and to transfer to the Seller or its designee on the Closing Date, (i) a portion of the Class B-2 Certificates IN, Class IX, Class IIN, Class IIX, Class R and (ii) the Class B-3, the Class B-4, the Class X, the Class N, and the Residual Certificates R-4 Notes (collectively, the "Private CertificatesNotes") and the Equity Certificates (together with the Private Notes, the "PRIVATE SECURITIES"). The Expense Reimbursement Amount shall reimburse the Purchaser for the Purchaser's Securities and Exchange Commission registration statement fees and the Purchaser's registration statement administration fees allocable to the Trust. The Seller shall pay, and be billed directly for, all expenses incurred by the Purchaser in connection with the issuance of the CertificatesNotes, including, without limitation, printing fees incurred in connection with the prospectus relating to the CertificatesNotes, blue sky registration fees and expenses, fees and reasonable expenses of Purchaser's counsel, fees of the rating agencies requested to rate the CertificatesNotes, accountant's fees and expenses and the fees and expenses of the Indenture Trustee and other out-of-pocket costs, if any. If the Purchaser shall determine that the Expense Reimbursement Amount is not sufficient to reimburse the Purchaser for all expenses incurred by it that are subject to reimbursement by the Seller hereunder as described above, the Seller shall promptly reimburse the Purchaser for such additional amounts upon written notice by the Purchaser to the Seller.

Payment of Purchase Price for the Mortgage Loans. (a) In consideration of the sale of the Initial Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date by transfer of immediately available funds, as directed by the Seller, an amount equal to $375,592,893 in respect of the Mortgage Loans 99,540,416.54 (the "“Purchase Price"”), net of an expense reimbursement amount of $181,000 42,670 (the "“Expense Reimbursement Amount"), ”) and to transfer to the Seller or its designee on the Closing Date, (i) a portion of Date the Class B-2 Certificates and (ii) the Class B-3, the Class B-4, the Class X, the Class N, and the Residual Certificates (collectively, the "Private R Certificates"). The Expense Reimbursement Amount shall reimburse represents reimbursement to the Purchaser for the Purchaser's ’s Securities and Exchange Commission registration statement fees and fees, the Purchaser's ’s registration statement administration fees allocable to the TrustTrust and printing fees incurred in connection with the Prospectus and the related Prospectus Supplement. The Seller shall pay, and be billed directly for, all expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing loan level due diligence fees incurred in connection with (on behalf of the prospectus relating to the CertificatesPurchaser), blue sky registration fees and expenses, fees and reasonable expenses of the Certificate Insurer and its counsel, fees and expenses of Purchaser's ’s counsel, fees of the rating agencies requested to rate the Certificates, accountant's ’s fees and expenses expenses, Custodian fee, Corridor Contract Counterparty fees and the fees and expenses of the Trustee and other out-of-pocket costs, if any. If the Purchaser shall determine that the Expense Reimbursement Amount is not sufficient to reimburse the Purchaser for all expenses incurred by it that are subject to reimbursement by the Seller hereunder as described above, the Seller shall promptly reimburse the Purchaser for such additional amounts upon written notice by the Purchaser to the Seller. (b) In consideration of the sale of the Subsequent Mortgage Loans from the Seller to the Trustee as assignee of the Purchaser on each Subsequent Transfer Date, the Purchaser shall cause the Trustee as its assignee to agree to pay to the Seller on each Subsequent Transfer Date by transfer of immediately available funds an amount equal to 100% if the Aggregate Principal Balance of the Subsequent Mortgage Loans transferred or such other amount determined in accordance with the terms of the Pooling and Servicing Agreement (either such amount, the “Subsequent Purchase Price”). (c) Within 60 days of the Closing Date or Subsequent Transfer Date, as applicable, the Seller, at its own expense, shall either (i) prepare and send for recording the Assignments of Mortgage in favor of the Trustee as transferee of the Purchaser pursuant to the Pooling and Servicing Agreement (which may be a blanket assignment if permitted by applicable law) in the appropriate real property or other records, or (ii) deliver to the Trustee the Assignments of Mortgage in favor of the Trustee in form for recordation. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within 60 days following the Closing Date or Subsequent Transfer Date, as applicable, such Assignment of Mortgage shall be submitted for recording within 30 days after receipt of such information, but in no event later than one year from the date such Assignment of Mortgage is otherwise required to be recorded pursuant to this Section 2.4(c). The Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recording. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Seller shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and shall be required to submit each such Assignment of Mortgage for recording. Any failure of the Seller to comply with this Section, or the discovery of any defect (as contemplated by the Pooling and Servicing Agreement) in any documents delivered pursuant to this Section, shall result in the obligation of the Seller to repurchase or substitute an Eligible Substitute Mortgage Loan for the related Mortgage Loan pursuant to the provisions of the Pooling and Servicing Agreement. Notwithstanding the foregoing, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments of Mortgage will not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on the Certificates, without regard to the Certificate Insurance Policy; provided further, however, each Assignment of Mortgage shall be submitted for recording by the Servicer, in its capacity as Seller, in the manner described above, at no expense to the Trust or the Trustee, upon the earliest to occur of: (i) reasonable direction by the Certificate Insurer, or by the Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Servicer Termination Loss Event, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling and Servicing Agreement, (v) if the Seller is not the Servicer and (vi) with respect to any one Assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Servicer is unable to pay the cost of recording the Assignments of Mortgage, such expense shall be paid by the Trustee and shall be reimbursable to the Trustee as a Trust expense.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date by transfer of immediately available funds, as directed by the Seller, an amount equal to $375,592,893 293,002,232.15 in respect of the Mortgage Loans (the "Purchase Price"), net of an expense reimbursement amount of $181,000 31,728.84 (the "Expense Reimbursement Amount"), and to transfer to the Seller or its designee on the Closing Date, (i) a portion of the Class B-2 Certificates and (ii) the Class B-3, the Class B-4, the Class X, the Class N, Class X, and the Residual Certificates (collectively, the "Private Certificates"). The Expense Reimbursement Amount shall reimburse the Purchaser for the Purchaser's Securities and Exchange Commission registration statement fees and the Purchaser's registration statement administration fees allocable to the Trust. The In addition to the Expense Reimbursement Amount, the Seller shall pay, and be billed directly for, all expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and reasonable expenses of Purchaser's counsel, fees of the rating agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee and other out-of-pocket costs, if any. If the Purchaser shall determine that the Expense Reimbursement Amount is not sufficient to reimburse the Purchaser for all expenses incurred by it that are subject to reimbursement by the Seller hereunder as described above, the Seller shall promptly reimburse the Purchaser for such additional amounts upon written notice by the Purchaser to the Seller.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date by transfer of immediately available funds, as directed by the Seller, an amount equal to $375,592,893 [ ] in respect of the Mortgage Loans (the "Purchase Price"), net of an expense reimbursement amount of $181,000 [ ] (the "Expense Reimbursement Amount"), and to transfer to the Seller or its designee on the Closing Date, (i) a portion of the Class B-2 Certificates and (ii) the Class B-3N, the Class B-4, the Class X, the Class N, and the Residual Certificates (collectively, the "Private Certificates"). The Expense Reimbursement Amount shall reimburse the Purchaser for the Purchaser's Securities and Exchange Commission registration statement fees and the Purchaser's registration statement administration fees allocable to the Trust. The In addition to the Expense Reimbursement Amount, the Seller shall pay, and be billed directly for, all reasonable expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and reasonable expenses of Purchaser's counsel, fees of the rating agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee and the Certificate Insurer and other out-of-pocket costs, if any. If the Purchaser shall determine that the Expense Reimbursement Amount is not sufficient to reimburse the Purchaser for all reasonable expenses incurred by it that are subject to reimbursement by the Seller hereunder as described above, the Seller shall promptly reimburse the Purchaser for such additional amounts upon written notice by the Purchaser to the Seller.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date by transfer of immediately available funds, as directed by the Seller, an amount equal to $375,592,893 [__________] in respect of the Mortgage Loans (the "“Purchase Price"”), net of an expense reimbursement amount of $181,000 165,000 (the "“Expense Reimbursement Amount"), and to transfer to the Seller or its designee on the Closing Date, (i) a portion of the Class B-2 Certificates and (ii) the Class B-3, the Class B-4, the Class X, the Class N, and the Residual Certificates (collectively, the "Private Certificates"”). The Expense Reimbursement Amount shall reimburse the Purchaser for the Purchaser's ’s Securities and Exchange Commission registration statement fees and the Purchaser's ’s registration statement administration fees allocable to the Trust. The Seller shall pay, and be billed directly for, all reasonable expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and reasonable expenses of Purchaser's ’s counsel, fees of the rating agencies requested to rate the Certificates, accountant's ’s fees and expenses and the fees and expenses of the Trustee and other out-of-pocket costs, if any. If the Purchaser shall determine that the Expense Reimbursement Amount is not sufficient to reimburse the Purchaser for all reasonable expenses incurred by it that are subject to reimbursement by the Seller hereunder as described above, the Seller shall promptly reimburse the Purchaser for such additional amounts upon written notice by the Purchaser to the Seller.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date by transfer of immediately available funds, as directed by the Seller, an amount equal to $375,592,893 [_________] in respect of the Mortgage Loans (the "Purchase Price"), net of an expense reimbursement amount of $181,000 [________] (the "Expense Reimbursement Amount"), and to transfer to the Seller or its designee on the Closing Date, (i) a portion of the Class B-2 Certificates and (ii) the Class B-3N, the Class B-4, the Class X, the Class N, and the Residual Certificates (collectively, the "Private Certificates"). The Expense Reimbursement Amount shall reimburse the Purchaser for the Purchaser's Securities and Exchange Commission registration statement fees and the Purchaser's registration statement administration fees allocable to the Trust. The In addition to the Expense Reimbursement Amount, the Seller shall pay, and be billed directly for, all reasonable expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and reasonable expenses of Purchaser's counsel, fees of the rating agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee and the Certificate Insurer and other out-of-out of pocket costs, if any. If the Purchaser shall determine that the Expense Reimbursement Amount is not sufficient to reimburse the Purchaser for all reasonable expenses incurred by it that are subject to reimbursement by the Seller hereunder as described above, the Seller shall promptly reimburse the Purchaser for such additional amounts upon written notice by the Purchaser to the Seller.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date by transfer of immediately available funds, as directed by the Seller, an amount equal to $375,592,893 507,773,391.68 in respect of the Mortgage Loans (the "“Purchase Price"”), net of an expense reimbursement amount of $181,000 54,547.83 (the "“Expense Reimbursement Amount"”), and to transfer to the Seller or its designee on the Closing Date, (i) a portion of the Class B-2 Certificates and (ii) the B-1, Class B-2, Class B-3, the Class B-4, the Class XB-5, the Class NB-6, Class B-7 and the Residual Certificates (collectively, the "Private “Retained Certificates"”). The Expense Reimbursement Amount shall reimburse the Purchaser for the Purchaser's ’s Securities and Exchange Commission registration statement fees and the Purchaser's ’s registration statement administration fees allocable to the Trust. The Seller shall pay, and be billed directly for, all expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and reasonable expenses of Purchaser's ’s counsel, fees of the rating agencies requested to rate the Certificates, accountant's ’s fees and expenses and the fees and expenses of the Trustee and other out-of-pocket costs, if any. If the Purchaser shall determine that the Expense Reimbursement Amount is not sufficient to reimburse the Purchaser for all expenses incurred by it that are subject to reimbursement by the Seller hereunder as described above, the Seller shall promptly reimburse the Purchaser for such additional amounts upon written notice by the Purchaser to the Seller.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date by transfer of immediately available funds, as directed by the Seller, an amount equal to $375,592,893 159,520,326.62 in respect of the Mortgage Loans (the "Purchase Price"), net of an expense reimbursement amount of $181,000 56,644.00 (the "Expense Reimbursement Amount"), and to transfer to the Seller or its designee on the Closing Date, (i) a portion of Date the Class B-2 Certificates and (ii) the Class B-3B-2, the Class B-4, the Class X, the Class N, Class X and the Residual Class R Certificates (collectively, the "Private Certificates"). The Expense Reimbursement Amount shall reimburse the Purchaser for the Purchaser's Securities and Exchange Commission registration statement fees and the Purchaser's registration statement administration fees allocable to the Trust. The Seller shall pay, and be billed directly for, all expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and reasonable expenses of Purchaser's counsel, fees of the rating agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee and other out-of-pocket costs, if any. If the Purchaser shall determine that the Expense Reimbursement Amount is not sufficient to reimburse the Purchaser for all expenses incurred by it that are subject to reimbursement by the Seller hereunder as described above, the Seller shall promptly reimburse the Purchaser for such additional amounts upon written notice by the Purchaser to the Seller.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date by transfer of immediately available funds, as directed by the Seller, an amount equal to $375,592,893 453,452,154.49 in respect of the Mortgage Loans (the "Purchase PURCHASE Price"), net of an expense reimbursement amount of $181,000 44,934.30 (the "Expense Reimbursement AmountEXPENSE REIMBURSEMENT AMOUNT"), and to transfer to the Seller or its designee on the Closing Date, (i) a portion of the Class B-2 Certificates and (ii) the B-2, Class B-3, the Class B-4, the Class X, the Class N, B-4 and the Residual Certificates (collectively, the "Private Retained Certificates"). The Expense Reimbursement Amount shall reimburse the Purchaser for the Purchaser's Securities and Exchange Commission registration statement fees and the Purchaser's registration statement administration fees allocable to the Trust. The Seller shall pay, and be billed directly for, all expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and reasonable expenses of Purchaser's counsel, fees of the rating agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee and other out-of-pocket costs, if any. If the Purchaser shall determine that the Expense Reimbursement Amount is not sufficient to reimburse the Purchaser for all expenses incurred by it that are subject to reimbursement by the Seller hereunder as described above, the Seller shall promptly reimburse the Purchaser for such additional amounts upon written notice by the Purchaser to the Seller.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date by transfer of immediately available funds, as directed by the Seller, an amount equal to $375,592,893 [___________] in respect of the Mortgage Loans (the "Purchase Price"), net of an expense reimbursement amount of $181,000 [________] (the "Expense Reimbursement Amount"), and to transfer to the Seller or its designee on the Closing Date, (i) a portion of the Class B-2 Certificates and (ii) the Class B-3, the Class B-4, the Class X, the Class N, and the Residual Certificates (collectively, the "Private Certificates"). The Expense Reimbursement Amount shall reimburse the Purchaser for the Purchaser's Securities and Exchange Commission registration statement fees and the Purchaser's registration statement administration fees allocable to the Trust. The Seller shall pay, and be billed directly for, all reasonable expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and reasonable expenses of Purchaser's counsel, fees of the rating agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee and other out-of-pocket costs, if any. If the Purchaser shall determine that the Expense Reimbursement Amount is not sufficient to reimburse the Purchaser for all reasonable expenses incurred by it that are subject to reimbursement by the Seller hereunder as described above, the Seller shall promptly reimburse the Purchaser for such additional amounts upon written notice by the Purchaser to the Seller.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date by transfer of immediately available funds, as directed by the Seller, an amount equal to $375,592,893 [Intentionally Omitted] in respect of the Mortgage Loans (the "Purchase Price"), net of an expense reimbursement amount of $181,000 [Intentionally Omitted] (the "Expense Reimbursement Amount"), and to transfer to the Seller or its designee on the Closing Date, (i) a portion of the Class B-2 Certificates and (ii) the Class B-3, the Class B-4, the Class X, the Class N, and the Residual Certificates (collectively, the "Private Certificates"). The Expense Reimbursement Amount shall reimburse the Purchaser for the Purchaser's Securities and Exchange Commission registration statement fees and the Purchaser's registration statement administration fees allocable to the Trust. The Seller shall pay, and be billed directly for, all reasonable expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and reasonable expenses of Purchaser's counsel, fees of the rating agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee and other out-of-pocket costs, if any. If the Purchaser shall determine that the Expense Reimbursement Amount is not sufficient to reimburse the Purchaser for all reasonable expenses incurred by it that are subject to reimbursement by the Seller hereunder as described above, the Seller shall promptly reimburse the Purchaser for such additional amounts upon written notice by the Purchaser to the Seller.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date by transfer of immediately available funds, as directed by the Seller, an amount equal to $375,592,893 308,289,788.91 in respect of the Mortgage Loans (the "Purchase Price"), net of an expense reimbursement amount of $181,000 107,181.90 (the "Expense Reimbursement Amount"), and to transfer to the Seller or its designee on the Closing Date, (i) a portion of Date the Class B-2 Certificates and (ii) the B-2, Class B-3N, the Class B-4, the Class X, the Class N, R and the Residual Class R-4 Certificates (collectively, the "Private Certificates"). The Expense Reimbursement Amount shall reimburse the Purchaser for the Purchaser's Securities and Exchange Commission registration statement fees and the Purchaser's registration statement administration fees allocable to the Trust. The Seller shall pay, and be billed directly for, all expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and reasonable expenses of Purchaser's counsel, fees of the rating agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee and other out-of-pocket costs, if any. If the Purchaser shall determine that the Expense Reimbursement Amount is not sufficient to reimburse the Purchaser for all expenses incurred by it that are subject to reimbursement by the Seller hereunder as described above, the Seller shall promptly reimburse the Purchaser for such additional amounts upon written notice by the Purchaser to the Seller.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date by transfer of immediately available funds, as directed by the Seller, an amount equal to $375,592,893 [_________] in respect of the Mortgage Loans (the "Purchase Price"), net of an expense reimbursement amount of $181,000 [__________] (the "Expense Reimbursement Amount"), and to transfer to the Seller or its designee on the Closing Date, (i) a portion of the Class B-2 Certificates and (ii) the Class B-3, the Class B-4, the Class X, Date the Class N, Class X, Class R and the Residual Class R-A Certificates (collectively, the "Private Certificates"). The Expense Reimbursement Amount shall reimburse the Purchaser for the Purchaser's Securities and Exchange Commission registration statement fees and the Purchaser's registration statement administration fees allocable to the Trust. The Seller shall pay, and be billed directly for, all reasonable expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and reasonable expenses of Purchaser's counsel, fees of the rating agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee and other out-of-pocket costs, if any. If the Purchaser shall determine that the Expense Reimbursement Amount is not sufficient to reimburse the Purchaser for all reasonable expenses incurred by it that are subject to reimbursement by the Seller hereunder as described above, the Seller shall promptly reimburse the Purchaser for such additional amounts upon written notice by the Purchaser to the Seller.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date by transfer of immediately available funds, as directed by the Seller, an amount equal to $375,592,893 [____] in respect of the Mortgage Loans (the "Purchase Price"), net of an expense reimbursement amount of $181,000 [____] (the "Expense Reimbursement Amount"), and to transfer to the Seller or its designee on the Closing Date, (i) a portion of the Class B-2 Certificates C-E, Class P, Class R, Class R-X and (ii) the Class B-3, the Class B-4, the Class X, the Class N, and the Residual Certificates (collectively, the "Private Certificates"). The Expense Reimbursement Amount shall reimburse the Purchaser for the Purchaser's Securities and Exchange Commission registration statement fees and the Purchaser's registration statement administration fees allocable to the Trust. The In addition to the Expense Reimbursement Amount, the Seller shall pay, and be billed directly for, all reasonable expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and reasonable expenses of Purchaser's counsel, fees of the rating agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee and the Certificate Insurer and other out-of-pocket costs, if any. If the Purchaser shall determine that the Expense Reimbursement Amount is not sufficient to reimburse the Purchaser for all reasonable expenses incurred by it that are subject to reimbursement by the Seller hereunder as described above, the Seller shall promptly reimburse the Purchaser for such additional amounts upon written notice by the Purchaser to the Seller.