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

Payment of Purchase Price for the Mortgage Loans. (a) In consideration of the sale of the Mortgage Loans and the Cap Agreements from the Sponsor to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Sponsor on the Closing Date (the "Purchase Price") (i) by transfer of immediately available funds, an amount equal to $236,165,391.91 and (ii) the Class S Certificates, the Class P Certificates, the Class BIO Certificates, the Class X Certificates and the Class R Certificates (collectively, the "Option One Certificates") which Option One Certificates shall be registered in the name of the North Street NIM Trust, 2000-1. The Sponsor 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 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. (b) Within thirty Business Days of the Closing Date, the Sponsor, at its own expense, shall submit for recording each Assignment of Mortgage in favor of the Trustee as transferee of the Purchaser pursuant to the Pooling and Servicing Agreement in the appropriate real property or other records. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within the applicable time period set forth above, such Assignment of Mortgage shall be submitted for recording within thirty Business 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 2.04(b). 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 Sponsor 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 Sponsor to comply with this Section shall result in the obligation of the Sponsor to repurchase or substitute a Qualified Substitute Mortgage Loan for the related Mortgage Loan pursuant to the provisions of the Pooling and Servicing Agreement. Notwithstanding the foregoing, however, the Sponsor need not cause to be recorded any Assignment which relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Sponsor to the Trustee, the Certificate Insurer and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee's interest in the related Mortgage Loan; PROVIDED, HOWEVER, notwithstanding the delivery of any Opinion of Counsel, each Assignment of Mortgage shall be submitted for recording by the Sponsor in the manner described above, at no expense to the Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction by the Certificate Insurer or Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Master Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Sponsor, (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling and Servicing Agreement and (iv) if the Sponsor is not the Master Servicer and with respect to any one Assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage.

Payment of Purchase Price for the Mortgage Loans. (a) In consideration of the sale of the Mortgage Loans and the Cap Agreements from the Sponsor Seller to the Purchaser on or before the Closing Date, the Purchaser agrees to pay to the Sponsor Seller on the Closing Date (the "Purchase Price") (i) by transfer of immediately available funds, an amount equal to $236,165,391.91 and (ii) [ ]. The Purchaser shall retain the Class S B-1 Certificates, the Class P B-2 Certificates, the Class BIO Certificates, the Class X O Certificates and the Class R Certificates (collectively, the "Option One Certificates") which Option One Certificates Transferor Interest and any value attributable thereto shall be registered in the name deemed a capital contribution of the North Street NIM Trust, 2000-1. The Sponsor 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 Seller to the Certificates, blue sky registration fees and expenses, 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 anyPurchaser. (b) Within thirty Business Days Each Mortgage Note permits the related Mortgagor to make Draws against its Mortgage Loan. Such Draws will create Additional Balances, which Additional Balances the Seller shall sell to the Purchaser as of the Closing Date, but which shall be actually transferred from the SponsorSeller to the Purchaser and from the Purchaser to the Trust from time to time as such Draws are made. In consideration of the sale of Additional Balances by the Seller to the Purchaser from time to time, the Purchaser agrees to pay the Seller on the date any such Additional Balance is delivered an amount equal to the outstanding principal balance of such Additional Balance. Payment will be made during the Revolving Period either from the amounts in the Reinvestment Account to the extent that such amounts exceed Draws or an increase in the balance of the Transferor Interest and following the Revolving Period, an increase in the balance of the Transferor Interest. Any increase in the balance of the Transferor Interest pursuant to the preceding sentence shall be deemed a capital contribution of the Seller to the Purchaser. (c) The Seller, at its own expense, shall within 90 days following its delivery of the Mortgage Notes and the Related Documents submit to the appropriate recording offices Assignments of Mortgage to the Indenture Trustee on behalf of the Trust, which may be blanket assignments if permitted by applicable law, for the Mortgage Loans. In lieu of recording each any such Assignments of Mortgage, the Seller, at its expense, may provide to the Indenture Trustee and the Insurer, an Opinion of Counsel in a form reasonably acceptable to the Indenture Trustee and the Insurer, to the effect that recordation of an Assignment of Mortgage in favor the state where the related Mortgaged Property is located is not necessary to protect the interests of the Indenture Trustee as transferee of or the Purchaser pursuant to the Pooling and Servicing Agreement Class A Noteholders in the appropriate real property or other records. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within the applicable time period set forth above, such Assignment of Mortgage shall be submitted for recording within thirty Business 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 2.04(b). The Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recordingMortgage. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Sponsor Seller, at its own expense, shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Seller shall be required to submit each such Assignment of Mortgage for recording. Any failure of the Sponsor Seller to comply with this Section shall result in the obligation of the Sponsor Seller to repurchase or substitute a Qualified an Eligible Substitute Mortgage Loan for the related Mortgage Loan pursuant to the provisions of the Pooling Sale and Servicing Agreement. Notwithstanding the foregoing, however, the Sponsor need not cause to be recorded any Assignment which relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Sponsor to the Trustee, the Certificate Insurer and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee's interest in the related Mortgage Loan; PROVIDED, HOWEVER, notwithstanding the delivery of any Opinion of Counsel, each Assignment of Mortgage shall be submitted for recording by the Sponsor in the manner described above, at no expense to the Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction by the Certificate Insurer or Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Master Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Sponsor, (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling and Servicing Agreement and (iv) if the Sponsor is not the Master Servicer and with respect to any one Assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage.

Payment of Purchase Price for the Mortgage Loans. (a) In consideration of the sale of the Mortgage Loans and the Cap Agreements from the Sponsor Seller to the Purchaser on or before the Closing Date, the Purchaser agrees to pay to the Sponsor Seller on the Closing Date (the "Purchase Price") (i) by transfer of immediately available funds, an amount equal to $236,165,391.91 and (ii) 495,734,584.00. The Purchaser shall initially retain the Class S M1 Notes, the Class M2 Notes, the Class B Certificates, the Class P Certificates, the Class BIO Certificates, the Class X L Certificates and the Class R Certificates (collectively, the "Option One Certificates") which Option One Certificates and any value attributable thereto shall be registered in the name of the North Street NIM Trust, 2000-1. The Sponsor shall pay, and be billed directly for, all expenses incurred deemed a capital contribution by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating Seller to the Certificates, blue sky registration fees and expenses, 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 anyPurchaser. (b) Within thirty Business Days Each Mortgage Note permits the related Mortgagor to make Draws against its Mortgage Loan. Such Draws will create Additional Balances, which Additional Balances the Seller shall sell to the Purchaser as of the Closing Date, but which shall be actually transferred from the SponsorSeller to the Purchaser and from the Purchaser to the Trust from time to time as such Draws are made. In consideration of the sale of Additional Balances by the Seller to the Purchaser from time to time, the Purchaser agrees to pay the Seller on the date any such Additional Balance is delivered the purchase price for such Additional Balance, which shall be an amount equal to the outstanding principal balance of such Additional Balance. The Purchaser shall fund the purchase price of any Additional Balance in cash, to the extent then available from (a) any Principal Collections on the Mortgage Loans used by the Trust to purchase Additional Balances from the Purchaser pursuant to Section 2.01(c) of the Sale and Servicing Agreement, and (b) any amounts remitted to the Seller on behalf of the Purchaser by the Indenture Trustee from the Reserve Account pursuant to Section 2.01(d) of the Sale and Servicing Agreement. If, on any day, the purchase price of the Additional Balance transferred by the Seller to the Purchaser exceeds the cash amount described in the preceding sentence, then simultaneously with such sale to the Purchaser by the Seller of the Additional Balance, the Seller shall be deemed to have made a capital contribution to the Purchaser in the amount of such excess. (c) The Seller, at its own expense, shall within 90 days following its delivery of the Mortgage Notes and the Related Documents submit to the appropriate recording offices Assignments of Mortgage to the Indenture Trustee on behalf of the Trust, which may be blanket assignments if permitted by applicable law, for the Mortgage Loans, provided, however, in lieu of recording each any such Assignments of Mortgage, the Seller, at its expense, may provide to the Indenture Trustee and the Insurer, an Opinion of Counsel in a form reasonably acceptable to the Indenture Trustee and the Insurer, to the effect that recordation of an Assignment of Mortgage in favor the state where the related Mortgaged Property is located is not necessary to protect the interests of the Indenture Trustee as transferee of or the Purchaser pursuant to the Pooling and Servicing Agreement Class A Noteholders in the appropriate real property or other records. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within the applicable time period set forth above, such Assignment of Mortgage shall be submitted for recording within thirty Business 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 2.04(b). The Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recordingMortgage. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Sponsor Seller, at its own expense, shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Seller shall be required to submit each such Assignment of Mortgage for recording. Any failure of the Sponsor Seller to comply with this Section shall result in the obligation of the Sponsor Seller to repurchase or substitute a Qualified an Eligible Substitute Mortgage Loan for the related Mortgage Loan pursuant to the provisions of the Pooling Sale and Servicing Agreement. Notwithstanding the foregoing, however, the Sponsor need not cause to be recorded any Assignment which relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Sponsor to the Trustee, the Certificate Insurer and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee's interest in the related Mortgage Loan; PROVIDED, HOWEVER, notwithstanding the delivery of any Opinion of Counsel, each Assignment Assignments of Mortgage shall be submitted for recording recordation by the Sponsor in the manner described aboveIndenture Trustee, at no the expense to of the Trust Fund or TrusteeSeller, upon the earliest to occur of: (i) reasonable direction by the Certificate Insurer or Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Master Servicer Recordation Event of Termination, (iiipursuant to Section 2.01(l) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Sponsor, (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling Sale and Servicing Agreement and (iv) if the Sponsor is not the Master Servicer and with respect to any one Assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related MortgageAgreement.

Payment of Purchase Price for the Mortgage Loans. (a) In consideration of the sale of the Mortgage Loans and the Cap Agreements from the Sponsor Seller to the Purchaser on or before the Closing Date, the Purchaser agrees to pay to the Sponsor Seller on the Closing Date (the "Purchase Price") (i) by transfer of immediately available funds, an amount equal to $236,165,391.91 and (ii) 648,598,000. The Purchaser shall initially retain the Class S B Certificates, the Class P Certificates, the Class BIO Certificates, the Class X L Certificates and the Class R Certificates (collectively, the "Option One Certificates") which Option One Certificates and any value attributable thereto shall be registered in the name of the North Street NIM Trust, 2000-1. The Sponsor shall pay, and be billed directly for, all expenses incurred deemed a capital contribution by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating Seller to the Certificates, blue sky registration fees and expenses, 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 anyPurchaser. (b) Within thirty Business Days Each Mortgage Note permits the related Mortgagor to make Draws against its Mortgage Loan. Such Draws will create Additional Balances, which Additional Balances the Seller shall sell to the Purchaser as of the Closing Date, but which shall be actually transferred from the SponsorSeller to the Purchaser and from the Purchaser to the Trust from time to time as such Draws are made. In consideration of the sale of Additional Balances by the Seller to the Purchaser from time to time, the Purchaser agrees to pay the Seller on the date any such Additional Balance is delivered the purchase price for such Additional Balance, which shall be an amount equal to the outstanding principal balance of such Additional Balance. The Purchaser shall fund the purchase price of any Additional Balance in cash, to the extent then available from (a) any Principal Collections on the Mortgage Loans used by the Trust to purchase Additional Balances from the Purchaser pursuant to Section 2.01(c) of the Sale and Servicing Agreement, and (b) any amounts remitted to the Seller on behalf of the Purchaser by the Indenture Trustee from the Reserve Account pursuant to Section 2.01(d) of the Sale and Servicing Agreement. If, on any day, the purchase price of the Additional Balance transferred by the Seller to the Purchaser exceeds the cash amount described in the preceding sentence, then simultaneously with such sale to the Purchaser by the Seller of the Additional Balance, the Seller shall be deemed to have made a capital contribution to the Purchaser in the amount of such excess. (c) The Seller, at its own expense, shall within 90 days following its delivery of the Mortgage Notes and the Related Documents submit to the appropriate recording offices Assignments of Mortgage to the Indenture Trustee on behalf of the Trust, which may be blanket assignments if permitted by applicable law, for the Mortgage Loans, provided, however, in lieu of recording each any such Assignments of Mortgage, the Seller, at its expense, may provide to the Indenture Trustee and the Insurer, an Opinion of Counsel in a form reasonably acceptable to the Indenture Trustee and the Insurer, to the effect that recordation of an Assignment of Mortgage in favor the state where the related Mortgaged Property is located is not necessary to protect the interests of the Indenture Trustee as transferee of or the Purchaser pursuant to the Pooling and Servicing Agreement Noteholders in the appropriate real property or other records. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within the applicable time period set forth above, such Assignment of Mortgage shall be submitted for recording within thirty Business 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 2.04(b). The Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recordingMortgage. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Sponsor Seller, at its own expense, shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Seller shall be required to submit each such Assignment of Mortgage for recording. Any failure of the Sponsor Seller to comply with this Section shall result in the obligation of the Sponsor Seller to repurchase or substitute a Qualified an Eligible Substitute Mortgage Loan for the related Mortgage Loan pursuant to the provisions of the Pooling Sale and Servicing Agreement. Notwithstanding the foregoing, however, the Sponsor need not cause to be recorded any Assignment which relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Sponsor to the Trustee, the Certificate Insurer and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee's interest in the related Mortgage Loan; PROVIDED, HOWEVER, notwithstanding the delivery of any Opinion of Counsel, each Assignment Assignments of Mortgage shall be submitted for recording recordation by the Sponsor in the manner described aboveIndenture Trustee, at no the expense to of the Trust Fund or TrusteeSeller, upon the earliest to occur of: (i) reasonable direction by the Certificate Insurer or Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Master Servicer Recordation Event of Termination, (iiipursuant to Section 2.01(l) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Sponsor, (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling Sale and Servicing Agreement and (iv) if the Sponsor is not the Master Servicer and with respect to any one Assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related MortgageAgreement.

Payment of Purchase Price for the Mortgage Loans. (a) In consideration of the sale of the Mortgage Loans and the Cap Agreements from the Sponsor Seller to the Purchaser on or before the Closing Date, the Purchaser agrees to pay to the Sponsor Seller on the Closing Date (the "Purchase Price") (i) by transfer of immediately available funds, an amount equal to the sum of $236,165,391.91 and (ii) the Class S Certificates, the Class P Certificates, the Class BIO Certificates, the Class X Certificates and the Class R Certificates (collectively, the "Option One Certificates") which Option One Certificates shall be registered 306,079,000 in the name respect of the North Street NIM Trust, 2000-1Mortgage Loans (the “Purchase Price”). The Sponsor Purchaser shall pay, and be billed directly for, pay all expenses incurred by the Purchaser it incurs in connection with the Trust’s 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 expenses of Purchaser’s counsel, fees of the rating agencies requested to rate the CertificatesNotes, accountant's ’s fees and expenses and the fees and expenses of the Trustee Insurer as set forth in the Insurance and other out-of-pocket costs, if anyIndemnity Agreement. (b) Within thirty Business Days Each Mortgage Note permits the related Mortgagor to make Draws against its Mortgage Loan. Such Draws will create Additional Balances, which Additional Balances the Seller shall sell to the Purchaser or its assignee from time to time. In consideration of the Closing Datesale of Additional Balances by the Seller to the Purchaser from time to time, the SponsorPurchaser agrees to pay the Seller on the date any such Additional Balance is delivered an amount equal to the outstanding principal balance of such Additional Balance. Payment will be made, (i) during the Managed Amortization Period, (A) from Principal Collections, to the extent that Principal Collections exceed Draws, and/or (B) by increasing the value of the Transferor Interest, to the extent that Draws exceed Principal Collections, and (ii) during the Rapid Amortization Period, by increasing the value of the Transferor Interest. Any increase in the value of the Transferor Interest, which shall initially be held by the Seller, will result in a corresponding increase in the value of the Seller’s interest in the Trust. (c) The Seller, at its own expense, shall within 90 days of an Assignment Event cause the Custodian to submit to the appropriate recording offices Assignments of Mortgage to the Indenture Trustee on behalf of the Trust, which may be blanket assignments if permitted by applicable law, for the Mortgage Loans. In lieu of recording each any such Assignments of Mortgage, the Custodian, at its expense, may provide to the Indenture Trustee and the Insurer and Opinion of Counsel in a form reasonably acceptable to the Indenture Trustee and the Insurer, to the effect that recordation of an Assignment of Mortgage in favor one or more states where the related Mortgaged Properties are located is not necessary to protect the interests of the Owner Trustee, the Indenture Trustee as transferee of or the Purchaser pursuant to the Pooling and Servicing Agreement Noteholders in the appropriate real property or other records. With respect to any Assignment of related Mortgage as to which the related recording information is unavailable within the applicable time period set forth above, such Assignment of Mortgage shall be submitted for recording within thirty Business 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 2.04(b). The Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recordingLoans. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Sponsor Seller, at its own expense, shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Seller shall be required to submit each such Assignment of Mortgage for recording. Any failure of the Sponsor Seller to comply with this Section shall result in the obligation of the Sponsor Seller to repurchase or substitute a Qualified an Eligible Substitute Mortgage Loan for the related Mortgage Loan pursuant to the provisions of the Pooling Sale and Servicing Agreement. Notwithstanding the foregoing, however, the Sponsor need not cause to be recorded any Assignment which relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Sponsor to the Trustee, the Certificate Insurer and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee's interest in the related Mortgage Loan; PROVIDED, HOWEVER, notwithstanding the delivery of any Opinion of Counsel, each Assignment of Mortgage shall be submitted for recording by the Sponsor in the manner described above, at no expense to the Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction by the Certificate Insurer or Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Master Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Sponsor, (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling and Servicing Agreement and (iv) if the Sponsor is not the Master Servicer and with respect to any one Assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage.

Payment of Purchase Price for the Mortgage Loans. (a) In consideration of the sale of the Mortgage Loans and the Cap Agreements from the Sponsor Seller to the Purchaser on or before the Closing Date, the Purchaser agrees to pay to the Sponsor Seller on the Closing Date (the "Purchase Price") (i) by transfer of immediately available funds, an amount equal to $236,165,391.91 and (ii) 648,801,872.20. The Purchaser shall initially retain the Class S B Certificates, the Class P Certificates, the Class BIO Certificates, the Class X L Certificates and the Class R Certificates (collectively, the "Option One Certificates") which Option One Certificates and any value attributable thereto shall be registered in the name of the North Street NIM Trust, 2000-1. The Sponsor shall pay, and be billed directly for, all expenses incurred deemed a capital contribution by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating Seller to the Certificates, blue sky registration fees and expenses, 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 anyPurchaser. (b) Within thirty Business Days Each Mortgage Note permits the related Mortgagor to make Draws against its Mortgage Loan. Such Draws will create Additional Balances, which Additional Balances the Seller shall sell to the Purchaser as of the Closing Date, but which shall be actually transferred from the SponsorSeller to the Purchaser and from the Purchaser to the Trust from time to time as such Draws are made. In consideration of the sale of Additional Balances by the Seller to the Purchaser from time to time, the Purchaser agrees to pay the Seller on the date any such Additional Balance is delivered the purchase price for such Additional Balance, which shall be an amount equal to the outstanding principal balance of such Additional Balance. The Purchaser shall fund the purchase price of any Additional Balance in cash, to the extent then available from (a) any Principal Collections on the Mortgage Loans used by the Trust to purchase Additional Balances from the Purchaser pursuant to Section 2.01(c) of the Sale and Servicing Agreement, and (b) any amounts remitted to the Seller on behalf of the Purchaser by the Indenture Trustee from the Reserve Account pursuant to Section 2.01(d) of the Sale and Servicing Agreement. If, on any day, the purchase price of the Additional Balance transferred by the Seller to the Purchaser exceeds the cash amount described in the preceding sentence, then simultaneously with such sale to the Purchaser by the Seller of the Additional Balance, the Seller shall be deemed to have made a capital contribution to the Purchaser in the amount of such excess. (c) The Seller, at its own expense, shall within 90 days following its delivery of the Mortgage Notes and the Related Documents submit to the appropriate recording offices Assignments of Mortgage to the Indenture Trustee on behalf of the Trust, which may be blanket assignments if permitted by applicable law, for the Mortgage Loans, provided, however, in lieu of recording each any such Assignments of Mortgage, the Seller, at its expense, may provide to the Indenture Trustee and the Insurer, an Opinion of Counsel in a form reasonably acceptable to the Indenture Trustee and the Insurer, to the effect that recordation of an Assignment of Mortgage in favor the state where the related Mortgaged Property is located is not necessary to protect the interests of the Indenture Trustee as transferee of or the Purchaser pursuant to the Pooling and Servicing Agreement Noteholders in the appropriate real property or other records. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within the applicable time period set forth above, such Assignment of Mortgage shall be submitted for recording within thirty Business 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 2.04(b). The Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recordingMortgage. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Sponsor Seller, at its own expense, shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Seller shall be required to submit each such Assignment of Mortgage for recording. Any failure of the Sponsor Seller to comply with this Section shall result in the obligation of the Sponsor Seller to repurchase or substitute a Qualified an Eligible Substitute Mortgage Loan for the related Mortgage Loan pursuant to the provisions of the Pooling Sale and Servicing Agreement. Notwithstanding the foregoing, however, the Sponsor need not cause to be recorded any Assignment which relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Sponsor to the Trustee, the Certificate Insurer and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee's interest in the related Mortgage Loan; PROVIDED, HOWEVER, notwithstanding the delivery of any Opinion of Counsel, each Assignment Assignments of Mortgage shall be submitted for recording recordation by the Sponsor in the manner described aboveIndenture Trustee, at no the expense to of the Trust Fund or TrusteeSeller, upon the earliest to occur of: (i) reasonable direction by the Certificate Insurer or Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Master Servicer Recordation Event of Termination, (iiipursuant to Section 2.01(l) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Sponsor, (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling Sale and Servicing Agreement and (iv) if the Sponsor is not the Master Servicer and with respect to any one Assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related MortgageAgreement.

Payment of Purchase Price for the Mortgage Loans. (a) In consideration of the sale of the Mortgage Loans and the Cap Agreements from the Sponsor Sellers to the Purchaser on the Closing Date, the Purchaser agrees to deliver to the Sellers or their designee the Certificates. The Sellers or their designee shall pay to the Sponsor on Purchaser, or its designee (i) the Closing Date amount set forth in the Fifth Third Securitization Engagement Letter dated December 3, 1999 (the "Purchase PriceStructuring Fee") (i) by transfer of immediately available funds, an amount equal to $236,165,391.91 and (ii) a reimbursement amount of $181,972.17 (representing S.E.C. filing fees associated with the Class S Offered Certificates, the Class P Certificates, the Class BIO Certificates, the Class X Certificates and the Class R Certificates (collectively, the "Option One Certificates") which Option One Certificates shall be registered in the name of the North Street NIM Trust, 2000-1. The Sponsor shall pay), and be billed directly for, (iii) an amount to cover all additional 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 expenses of Purchaser's due diligence and counsel, fees of the rating agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee, as set forth in the Trustee Engagement Letter December 22, 1999 between Bank One N.A. and Fifth Third Bank, and other out-of-pocket costs, if any. (b) Within thirty Business Days days of the Closing Date, each of the SponsorSellers, at its own expense, shall submit for recording each related Assignment of Mortgage in favor of the Trustee Trustee, or the Custodian (or provided with the assignee in blank) as transferee of the Purchaser pursuant to the Pooling and Servicing Agreement in the appropriate real property or other recordsrecords in the appropriate jurisdiction for the recordation of such documents. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within the applicable time period set forth above, such Assignment of Mortgage shall be submitted for recording within thirty Business Days after receipt of such information but in no event later than one year six months from the date such Assignment of Mortgage is otherwise required to be recorded pursuant to this Section 2.04(b). The Trustee Trustee, or the Custodian on behalf of 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 Sponsor related Seller shall promptly within a reasonable time 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 Sponsor a Seller to comply with this Section shall result in the obligation of the Sponsor such Seller to repurchase or substitute a Qualified Substitute Mortgage Loan for the related Related Mortgage Loan pursuant to the provisions of the Pooling and Servicing Agreement. Notwithstanding the foregoing, however, the Sponsor need not cause to be recorded any Assignment which relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Sponsor to the Trustee, the Certificate Insurer and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee's interest in the related Mortgage Loan; PROVIDED, HOWEVER, notwithstanding the delivery of any Opinion of Counsel, each Assignment of Mortgage shall be submitted for recording by the Sponsor in the manner described above, at no expense to the Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction by the Certificate Insurer or Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Master Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Sponsor, (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling and Servicing Agreement and (iv) if the Sponsor is not the Master Servicer and with respect to any one Assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage.

Payment of Purchase Price for the Mortgage Loans. (a) In consideration of the sale of the Mortgage Loans and the Cap Agreements from the Sponsor Seller to the Purchaser on or before the Closing Date, the Purchaser agrees to pay to the Sponsor Seller on the Closing Date (the "Purchase Price") (i) by transfer of immediately available funds, an amount equal to the sum of $236,165,391.91 and (ii) the Class S Certificates, the Class P Certificates, the Class BIO Certificates, the Class X Certificates and the Class R Certificates (collectively, the "Option One Certificates") which Option One Certificates shall be registered 298,900,600 in the name respect of the North Street NIM Trust, 2000-1Mortgage Loans (the “Purchase Price”). The Sponsor Purchaser shall pay, and be billed directly for, pay all expenses incurred by the Purchaser it incurs in connection with the Trust's 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 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 Trustee Insurer as set forth in the Insurance and other out-of-pocket costs, if anyIndemnity Agreement. (b) Within thirty Business Days Each Mortgage Note permits the related Mortgagor to make Draws against its Mortgage Loan. Such Draws will create Additional Balances, which Additional Balances the Seller shall sell to the Purchaser or its assignee from time to time. In consideration of the Closing Datesale of Additional Balances by the Seller to the Purchaser from time to time, the SponsorPurchaser agrees to pay the Seller on the date any such Additional Balance is delivered an amount equal to the outstanding principal balance of such Additional Balance. Payment will be made, (i) during the Managed Amortization Period, (A) from Principal Collections, to the extent that Principal Collections exceed Draws, and/or (B) by increasing the value of the Transferor Interest, to the extent that Draws exceed Principal Collections, and (ii) during the Rapid Amortization Period, by increasing the value of the Transferor Interest. Any increase in the value of the Transferor Interest, which shall initially be held by the Seller, will result in a corresponding increase in the value of the Seller's interest in the Purchaser. (c) The Seller, at its own expense, shall within 90 days of an Assignment Event cause the Custodian to submit to the appropriate recording offices Assignments of Mortgage to the Indenture Trustee on behalf of the Trust, which may be blanket assignments if permitted by applicable law, for the Mortgage Loans. In lieu of recording each any such Assignments of Mortgage, the Custodian, at its expense, may provide to the Indenture Trustee and the Insurer and Opinion of Counsel in a form reasonably acceptable to the Indenture Trustee and the Insurer, to the effect that recordation of an Assignment of Mortgage in favor one or more states where the related Mortgaged Properties are located is not necessary to protect the interests of the Owner Trustee, the Indenture Trustee as transferee of or the Purchaser pursuant to the Pooling and Servicing Agreement Class A Noteholders in the appropriate real property or other records. With respect to any Assignment of related Mortgage as to which the related recording information is unavailable within the applicable time period set forth above, such Assignment of Mortgage shall be submitted for recording within thirty Business 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 2.04(b). The Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recordingLoans. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Sponsor Seller, at its own expense, shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Seller shall be required to submit each such Assignment of Mortgage for recording. Any failure of the Sponsor Seller to comply with this Section shall result in the obligation of the Sponsor Seller to repurchase or substitute a Qualified an Eligible Substitute Mortgage Loan for the related Mortgage Loan pursuant to the provisions of the Pooling Sale and Servicing Agreement. Notwithstanding the foregoing, however, the Sponsor need not cause to be recorded any Assignment which relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Sponsor to the Trustee, the Certificate Insurer and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee's interest in the related Mortgage Loan; PROVIDED, HOWEVER, notwithstanding the delivery of any Opinion of Counsel, each Assignment of Mortgage shall be submitted for recording by the Sponsor in the manner described above, at no expense to the Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction by the Certificate Insurer or Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Master Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Sponsor, (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling and Servicing Agreement and (iv) if the Sponsor is not the Master Servicer and with respect to any one Assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage.

Payment of Purchase Price for the Mortgage Loans. (a) In consideration of the sale of the Mortgage Loans and the Cap Agreements Yield Maintenance Agreement Purchase Price from the Sponsor Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Sponsor Seller on the Closing Date (the "Purchase Price") (i) by transfer of immediately available funds, an amount equal to $236,165,391.91 $ 144,750,000.00 and (ii) the Class S Certificates, the Class P Certificates, the Class BIO Certificates, the Class X Certificates and the Class R Certificates (collectively, collectively the "Option One Certificates") which Option One Certificates shall be registered in the name of the North Street NIM Trust, 2000-1. Option One Mortgage Securities Corp. The Sponsor 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 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. (b) Within thirty Business Days of the Closing Date, the SponsorSeller, at its own expense, shall submit for recording each Assignment of Mortgage in favor of the Trustee as transferee of the Purchaser pursuant to the Pooling and Servicing Agreement in the appropriate real property or other records. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within the applicable time period set forth above, such Assignment of Mortgage shall be submitted for recording within thirty Business 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 2.04(b). 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 Sponsor 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 Sponsor Seller to comply with this Section shall result in the obligation of the Sponsor Seller to repurchase or substitute a Qualified Substitute Mortgage Loan for the related Mortgage Loan pursuant to the provisions of the Pooling and Servicing Agreement. Notwithstanding the foregoing, however, the Sponsor Seller need not cause to be recorded any Assignment which relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Sponsor Seller to the Trustee, the Certificate Insurer and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee's interest in the related Mortgage Loan; PROVIDEDprovided, HOWEVERhowever, notwithstanding the delivery of any Opinion of Counsel, each Assignment of Mortgage shall be submitted for recording by the Sponsor Seller in the manner described above, at no expense to the Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction by the Certificate Insurer or Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Master Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the SponsorSeller, (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling and Servicing Agreement and (iv) if the Sponsor Seller is not the Master Servicer and with respect to any one Assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage.

Payment of Purchase Price for the Mortgage Loans. (a) In consideration of the sale of the Mortgage Loans and the Cap Agreements from the Sponsor Seller to the Purchaser on or before the Closing Date, the Purchaser agrees to pay to the Sponsor Seller on the Closing Date (the "Purchase Price") (i) by transfer of immediately available funds, an amount equal to the sum of $236,165,391.91 and (ii) the Class S Certificates, the Class P Certificates, the Class BIO Certificates, the Class X Certificates and the Class R Certificates (collectively, the "Option One Certificates") which Option One Certificates shall be registered 353,935,000 in the name respect of the North Street NIM Trust, 2000-1Mortgage Loans (the “Purchase Price”). The Sponsor Purchaser shall pay, and be billed directly for, pay all expenses incurred by the Purchaser it incurs in connection with the Trust's 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 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 Trustee Insurer as set forth in the Insurance and other out-of-pocket costs, if anyIndemnity Agreement. (b) Within thirty Business Days Each Mortgage Note permits the related Mortgagor to make Draws against its Mortgage Loan. Such Draws will create Additional Balances, which Additional Balances the Seller shall sell to the Purchaser or its assignee from time to time. In consideration of the Closing Datesale of Additional Balances by the Seller to the Purchaser from time to time, the SponsorPurchaser agrees to pay the Seller on the date any such Additional Balance is delivered an amount equal to the outstanding principal balance of such Additional Balance. Payment will be made, (i) during the Managed Amortization Period, (A) from Principal Collections, to the extent that Principal Collections exceed Draws, and/or (B) by increasing the value of the Transferor Interest, to the extent that Draws exceed Principal Collections, and (ii) during the Rapid Amortization Period, by increasing the value of the Transferor Interest. Any increase in the value of the Transferor Interest, which shall initially be held by the Seller, will result in a corresponding increase in the value of the Seller's interest in the Trust. (c) The Seller, at its own expense, shall within 90 days of an Assignment Event cause the Custodian to submit to the appropriate recording offices Assignments of Mortgage to the Indenture Trustee on behalf of the Trust, which may be blanket assignments if permitted by applicable law, for the Mortgage Loans. In lieu of recording each any such Assignments of Mortgage, the Custodian, at its expense, may provide to the Indenture Trustee and the Insurer and Opinion of Counsel in a form reasonably acceptable to the Indenture Trustee and the Insurer, to the effect that recordation of an Assignment of Mortgage in favor one or more states where the related Mortgaged Properties are located is not necessary to protect the interests of the Owner Trustee, the Indenture Trustee as transferee of or the Purchaser pursuant to the Pooling and Servicing Agreement Noteholders in the appropriate real property or other records. With respect to any Assignment of related Mortgage as to which the related recording information is unavailable within the applicable time period set forth above, such Assignment of Mortgage shall be submitted for recording within thirty Business 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 2.04(b). The Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recordingLoans. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Sponsor Seller, at its own expense, shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Seller shall be required to submit each such Assignment of Mortgage for recording. Any failure of the Sponsor Seller to comply with this Section shall result in the obligation of the Sponsor Seller to repurchase or substitute a Qualified an Eligible Substitute Mortgage Loan for the related Mortgage Loan pursuant to the provisions of the Pooling Sale and Servicing Agreement. Notwithstanding the foregoing, however, the Sponsor need not cause to be recorded any Assignment which relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Sponsor to the Trustee, the Certificate Insurer and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee's interest in the related Mortgage Loan; PROVIDED, HOWEVER, notwithstanding the delivery of any Opinion of Counsel, each Assignment of Mortgage shall be submitted for recording by the Sponsor in the manner described above, at no expense to the Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction by the Certificate Insurer or Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Master Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Sponsor, (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling and Servicing Agreement and (iv) if the Sponsor is not the Master Servicer and with respect to any one Assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage.

Payment of Purchase Price for the Mortgage Loans. (a) In consideration of the sale of the Mortgage Loans and the Cap Agreements from the Sponsor Seller to the Purchaser on or before the Closing Date, the Purchaser agrees to pay to the Sponsor Seller on the Closing Date (the "Purchase Price") (i) by transfer of immediately available funds, an amount equal to $236,165,391.91 and (ii) 489,272,494.00. The Purchaser shall initially retain the Class S M1 Notes, the Class M2 Notes, the Class B Certificates, the Class P Certificates, the Class BIO Certificates, the Class X L Certificates and the Class R Certificates (collectively, the "Option One Certificates") which Option One Certificates and any value attributable thereto shall be registered in the name deemed a capital contribution of the North Street NIM Trust, 2000-1. The Sponsor 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 Seller to the Certificates, blue sky registration fees and expenses, 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 anyPurchaser. (b) Within thirty Business Days Each Mortgage Note permits the related Mortgagor to make Draws against its Mortgage Loan. Such Draws will create Additional Balances, which Additional Balances the Seller shall sell to the Purchaser as of the Closing Date, but which shall be actually transferred from the SponsorSeller to the Purchaser and from the Purchaser to the Trust from time to time as such Draws are made. In consideration of the sale of Additional Balances by the Seller to the Purchaser from time to time, the Purchaser agrees to pay the Seller on the date any such Additional Balance is delivered an amount equal to the outstanding principal balance of such Additional Balance. (c) The Seller, at its own expense, shall within 90 days following its delivery of the Mortgage Notes and the Related Documents submit to the appropriate recording offices Assignments of Mortgage to the Indenture Trustee on behalf of the Trust, which may be blanket assignments if permitted by applicable law, for the Mortgage Loans. In lieu of recording each any such Assignments of Mortgage, the Seller, at its expense, may provide to the Indenture Trustee and the Insurer, an Opinion of Counsel in a form reasonably acceptable to the Indenture Trustee and the Insurer, to the effect that recordation of an Assignment of Mortgage in favor the state where the related Mortgaged Property is located is not necessary to protect the interests of the Indenture Trustee as transferee of or the Purchaser pursuant to the Pooling and Servicing Agreement Class A Noteholders in the appropriate real property or other records. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within the applicable time period set forth above, such Assignment of Mortgage shall be submitted for recording within thirty Business 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 2.04(b). The Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recordingMortgage. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Sponsor Seller, at its own expense, shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Seller shall be required to submit each such Assignment of Mortgage for recording. Any failure of the Sponsor Seller to comply with this Section shall result in the obligation of the Sponsor Seller to repurchase or substitute a Qualified an Eligible Substitute Mortgage Loan for the related Mortgage Loan pursuant to the provisions of the Pooling Sale and Servicing Agreement. Notwithstanding the foregoing, however, the Sponsor need not cause to be recorded any Assignment which relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Sponsor to the Trustee, the Certificate Insurer and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee's interest in the related Mortgage Loan; PROVIDED, HOWEVER, notwithstanding the delivery of any Opinion of Counsel, each Assignment of Mortgage shall be submitted for recording by the Sponsor in the manner described above, at no expense to the Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction by the Certificate Insurer or Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Master Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Sponsor, (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling and Servicing Agreement and (iv) if the Sponsor is not the Master Servicer and with respect to any one Assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage.

Payment of Purchase Price for the Mortgage Loans. (a) In consideration of the sale of the Mortgage Loans and the Cap Agreements from the Sponsor Seller to the Purchaser on or before the Closing Date, the Purchaser agrees to pay to the Sponsor Seller on the Closing Date (the "Purchase Price") (i) by transfer of immediately available funds, an amount equal to $236,165,391.91 and (ii) 485,724,692. The Purchaser shall initially retain the Class S M1 Notes, the Class M2 Notes, the Class B Certificates, the Class P Certificates, the Class BIO Certificates, the Class X L Certificates and the Class R Certificates (collectively, the "Option One Certificates") which Option One Certificates and any value attributable thereto shall be registered in the name of the North Street NIM Trust, 2000-1. The Sponsor shall pay, and be billed directly for, all expenses incurred deemed a capital contribution by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating Seller to the Certificates, blue sky registration fees and expenses, 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 anyPurchaser. (b) Within thirty Business Days Each Mortgage Note permits the related Mortgagor to make Draws against its Mortgage Loan. Such Draws will create Additional Balances, which Additional Balances the Seller shall sell to the Purchaser as of the Closing Date, but which shall be actually transferred from the SponsorSeller to the Purchaser and from the Purchaser to the Trust from time to time as such Draws are made. In consideration of the sale of Additional Balances by the Seller to the Purchaser from time to time, the Purchaser agrees to pay the Seller on the date any such Additional Balance is delivered the purchase price for such Additional Balance, which shall be an amount equal to the outstanding principal balance of such Additional Balance. The Purchaser shall fund the purchase price of any Additional Balance in cash, to the extent then available from (a) any Principal Collections on the Mortgage Loans used by the Trust to purchase Additional Balances from the Purchaser pursuant to Section 2.01(c) of the Sale and Servicing Agreement, and (b) any amounts remitted to the Seller on behalf of the Purchaser by the Indenture Trustee from the Reserve Account pursuant to Section 2.01(d) of the Sale and Servicing Agreement. If, on any day, the purchase price of the Additional Balance transferred by the Seller to the Purchaser exceeds the cash amount described in the preceding sentence, then simultaneously with such sale to the Purchaser by the Seller of the Additional Balance, the Seller shall be deemed to have made a capital contribution to the Purchaser in the amount of such excess. (c) The Seller, at its own expense, shall within 90 days following its delivery of the Mortgage Notes and the Related Documents submit to the appropriate recording offices Assignments of Mortgage to the Indenture Trustee on behalf of the Trust, which may be blanket assignments if permitted by applicable law, for the Mortgage Loans, provided, however, in lieu of recording each any such Assignments of Mortgage, the Seller, at its expense, may provide to the Indenture Trustee and the Insurer, an Opinion of Counsel in a form reasonably acceptable to the Indenture Trustee and the Insurer, to the effect that recordation of an Assignment of Mortgage in favor the state where the related Mortgaged Property is located is not necessary to protect the interests of the Indenture Trustee as transferee of or the Purchaser pursuant to the Pooling and Servicing Agreement Class A Noteholders in the appropriate real property or other records. With respect to any Assignment of Mortgage as to which the related recording information is unavailable within the applicable time period set forth above, such Assignment of Mortgage shall be submitted for recording within thirty Business 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 2.04(b). The Trustee shall be required to retain a copy of each Assignment of Mortgage submitted for recordingMortgage. In the event that any such Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Sponsor Seller, at its own expense, shall promptly prepare a substitute Assignment of Mortgage or cure such defect, as the case may be, and thereafter the Seller shall be required to submit each such Assignment of Mortgage for recording. Any failure of the Sponsor Seller to comply with this Section shall result in the obligation of the Sponsor Seller to repurchase or substitute a Qualified an Eligible Substitute Mortgage Loan for the related Mortgage Loan pursuant to the provisions of the Pooling Sale and Servicing Agreement. Notwithstanding the foregoing, however, the Sponsor need not cause to be recorded any Assignment which relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Sponsor to the Trustee, the Certificate Insurer and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee's interest in the related Mortgage Loan; PROVIDED, HOWEVER, notwithstanding the delivery of any Opinion of Counsel, each Assignment Assignments of Mortgage shall be submitted for recording recordation by the Sponsor in the manner described aboveIndenture Trustee, at no the expense to of the Trust Fund or TrusteeSeller, upon the earliest to occur of: (i) reasonable direction by the Certificate Insurer or Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Master Servicer Recordation Event of Termination, (iiipursuant to Section 2.01(l) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Sponsor, (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling Sale and Servicing Agreement and (iv) if the Sponsor is not the Master Servicer and with respect to any one Assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related MortgageAgreement.