Common use of Agreement to Purchase Clause in Contracts

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The sale of the Mortgage Loans shall take place on August 24, 2004 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basisbasis (but subject to the Seller's proposed sale of servicing as provided in Section 2 and the Seller acting as a sub-servicer of the Master Servicer pursuant to a sub-servicing agreement between the Seller and the Master Servicer), the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans and the Other Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,00865,893,090. The sale of the Mortgage Loans shall take place on August 24, 2004 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 1514).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004[______]. The Mortgage Loans and the Other Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008[______]. The sale of the Mortgage Loans shall take place on August 24, 2004 [______] or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. Notwithstanding anything to the contrary in this Agreement, with respect to the Mortgage Loans originated or acquired by the Seller and subject to defeasance, the Seller shall retain the right to designate and establish the successor borrower and to purchase or cause the purchase on behalf of the related borrower of the related defeasance collateral ("Seller Defeasance Rights and Obligations"). In the event the General Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan originated or acquired by the Seller and subject to defeasance, the General Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee. Until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Seller Defeasance Rights and Obligations shall be delivered to the Seller pursuant to the notice provisions of the Pooling and Servicing Agreement. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008163,077,243. The sale of the Mortgage Loans shall take place on August 24, 2004 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basisbasis (but subject to the designation as enduring Primary Servicer ("Primary Servicer") under the Pooling and Servicing Agreement as contemplated by Section 6(j)), the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,00836,365,148. The sale of the Mortgage Loans shall take place on August 24, 2004 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,00885,459,192. The sale of the Mortgage Loans shall take place on August 24, 2004 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 1514).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans and the Other Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,00885,459,192. The sale of the Mortgage Loans shall take place on August 24, 2004 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 1514).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each the Mortgage Loans is April 1, 2005, provided that with respect to any Mortgage Loan is such Mortgage Loan's Due Date that was originated in April 1905 that has its first Scheduled Payment in June 2005, then the month date of August 2004origination. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008363,098,802. The sale of the Mortgage Loans shall take place on August 24April 28, 2004 2005 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 1514).

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofLoans. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans shall take place on August 24or about October 30, 2004 2018 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of (i) $386,274,000, subject to a variance of plus or minus 5.0%, plus (ii) $56,800,000, representing the 71.0% pari passu interest of the Mortgage Loan Seller in the Xxxxxxx Towers – Xxxxxxxxx X,X,X Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Mortgage Loan Seller and its successors and assigns. The purchase price to be paid by the Purchaser for of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth as such purchase price on in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit 3 heretoF to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Mortgage Loan Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, hereby directs the Purchaser will assign to transfer the Trustee pursuant RR Interest directly to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)Xxxxxxx Xxxxx Bank USA.

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each the Mortgage Loan Loans is such Mortgage Loan's Due Date in the month of August 2004November 1, 2006. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,0081,491,010,944. The sale of the Mortgage Loans shall take place on August 24November 1, 2004 2006 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 1514).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 20042007. The Mortgage Loans and the Other Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008391,044,936. The sale of the Mortgage Loans shall take place on August 2423, 2004 2007 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 heretothe Bill of Sale. The purchase price shall sxxxx be paid to the Seller by wire transfer in immediately available funds on the Closing Date. Notwithstanding anything to the contrary in this Agreement, with respect to the Mortgage Loans originated or acquired by the Seller and subject to defeasance, the Seller shall retain the right to designate and establish the successor borrower and to purchase or cause the purchase on behalf of the related borrower of the related defeasance collateral ("Seller Defeasance Rights and Obligations"). In the event the applicable Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan originated or acquired by the Seller and subject to defeasance, the applicable Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee. Until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Seller Defeasance Rights and Obligations shall be delivered to the Seller pursuant to the notice provisions of the Pooling and Servicing Agreement. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each the Mortgage Loan Loans is such Mortgage Loan's Due Date in the month of August 2004April 1, 2005. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008148,198,000. The sale of the Mortgage Loans shall take place on August 24April 28, 2004 2005 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 1514).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofhereof . The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in May 2017 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after May 2017, the date that would have been its due date in May 2017 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to May 2017, whether or not received, of $340,400,008224,215,899. The sale of the Mortgage Loans shall take place on August 24May 11, 2004 2017 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal a combination of (i) the portion of the VRR Interest transferred to the Seller pursuant to the VRR Interest Transfer Agreement and (ii) the cash amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The cash portion of the purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"“) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofhereof . The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in September 2016 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after September 2016, the date that would have been its due date in September 2016 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to September 2016, whether or not received, of $340,400,008298,970,000. The sale of the Mortgage Loans shall take place on August 24September 29, 2004 2016 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"“). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale“). On the Closing Date, the Seller shall cause to be delivered to the Depositor an amount equal to the Interest Reserve Initial Deposit with respect to the Coconut Point and Courtyard by Marriott Atlanta Airport West Mortgage Loans, each of which has an initial Due Date in November 2016, to be deposited by the Depositor into the Interest Reserve Account on behalf of the Seller and for the benefit of the Trust Fund. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is January 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during January 2015 are deemed to have been due and received on January 1, 2015 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to January 2015, whether or not received, of $340,400,008236,049,521. The sale of the Mortgage Loans shall take place on August 24January 29, 2004 2015 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Seller shall cause to be delivered to the Depositor (i) an amount equal to the aggregate Interest Reserve Initial Deposit with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Reserve Initial Deposit for each such Mortgage Loan represents an amount equal to one day’s interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan and (ii) an amount equal to the aggregate Initial Due Date Loan Initial Deposit, if applicable, with respect to any applicable Mortgage Loan with an initial Due Date in March 2015, to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund which for each such Mortgage Loan shall be an amount equal to 31 days of interest at the related Net Mortgage Rate on the related Stated Principal Balance of such Mortgage Loan as of the Cut-off Date. Any such Interest Reserve Initial Deposit and Initial Due Date Loan Initial Deposit will be allocated and distributed in accordance with the Pooling and Servicing Agreement. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is June 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during June 2015 are deemed to have been due and received on June 1, 2015 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to June 2015, whether or not received, of $340,400,008457,107,241. The sale of the Mortgage Loans shall take place on August 24June 18, 2004 2015 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off off Date with respect to the Mortgage Loans is September 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during September 2015 are deemed to have been due and received on September 1, 2015 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to September 2015, whether or not received, of $340,400,008634,123,331. The sale of the Mortgage Loans shall take place on August September 24, 2004 2015 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Bxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is July 1, 2013; provided that, for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during July 2013 are deemed to have been due and received on July 1, 2013 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to July 2013, whether or not received, of $340,400,008952,634,704. The sale of the Mortgage Loans shall take place on August 24July 2, 2004 2013 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is August 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of principal and/or interest due thereon during August 20042015 are deemed to have been due and received on August 1, 2015 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to August 2015, whether or not received, of $340,400,008458,312293. The sale of the Mortgage Loans shall take place on August 245, 2004 2015 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofhereof . The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in September 2016 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after September 2016, the date that would have been its due date in September 2016 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to September 2016, whether or not received, of $340,400,008233,406,658. The sale of the Mortgage Loans shall take place on August 24September 29, 2004 2016 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in May 2017 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after May 2017, the date that would have been its due date in May 2017 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to May 2017, whether or not received, of $340,400,008274,578,892. The sale of the Mortgage Loans shall take place on August 24May 11, 2004 2017 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal a combination of (i) the portion of the VRR Interest transferred to Xxxxxx Xxxxxxx Bank, N.A. pursuant to the VRR Interest Transfer Agreement and (ii) the cash amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The cash portion of the purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 20042007. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008749,692,457. The sale of the Mortgage Loans shall take place on August 2423, 2004 2007 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 heretoin the Bill of Sale. The purchase price shall sxxxx be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, on a servicing released basissubject to the terms and conditions set forth herein, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofLoans. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans shall take place on August 24April 19, 2004 2017 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $284,263,413, subject to a variance of plus or minus 5%. The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth as on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign or by such other method as shall be mutually acceptable to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)parties hereto.

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofhereof . The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in May 2017 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after May 2017, the date that would have been its due date in May 2017 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to May 2017, whether or not received, of $340,400,008203,779,191. The sale of the Mortgage Loans shall take place on August 24May 11, 2004 2017 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal a combination of (i) the portion of the VRR Interest transferred to the Seller pursuant to the VRR Interest Transfer Agreement and (ii) the cash amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The cash portion of the purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each the Mortgage Loan Loans is such Mortgage Loan's Due Date in the month of August 2004April 1, 2005. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008234,014,353. The sale of the Mortgage Loans shall take place on August 24April 28, 2004 2005 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 1514).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in October 2018 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after October 2018, the date that would have been its due date in October 2018 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to October 2018, whether or not received, of $340,400,008123,300,000. The sale of the Mortgage Loans shall take place on August 24October 23, 2004 2018 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price consideration to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on consideration in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price consideration shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"“) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is February 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during February 2015 are deemed to have been due and received on February 1, 2015 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to February 2015, whether or not received, of $340,400,008264,186,018. The sale of the Mortgage Loans shall take place on August 24February 26, 2004 2015 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"“). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale“). On the Closing Date, the Seller shall cause to be delivered to the Depositor (i) an amount equal to the aggregate Interest Reserve Initial Deposit with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Depositor into the Interest Reserve Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Reserve Initial Deposit for each such Mortgage Loan represents an amount equal to two days’ interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan and (ii) an amount equal to the aggregate Initial Due Date Loan Initial Deposit, if applicable, with respect to any applicable Mortgage Loan with an initial Due Date in April 2015, to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund which for each such Mortgage Loan shall be an amount equal to 28 days of interest at the related Net Mortgage Rate on the related Stated Principal Balance of such Mortgage Loan as of the Cut-Off Date. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is July 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during July 2015 are deemed to have been due and received on July 1, 2015 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to July 2015, whether or not received, of $340,400,008885,426,724. The sale of the Mortgage Loans shall take place on August 24July 8, 2004 2015 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is August 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of principal and/or interest due thereon during August 20042015 are deemed to have been due and received on August 1, 2015 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to August 2015, whether or not received, of $340,400,008132,540,441. The sale of the Mortgage Loans shall take place on August 245, 2004 2015 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Bxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is December 1, 2014; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during December 2014 are deemed to have been due and received on December 1, 2014 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to December 2014, whether or not received, of $340,400,008618,188,253. The sale of the Mortgage Loans shall take place on August 24December 19, 2004 2014 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004December 2006. The Mortgage Loans and the Other Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,0082,730,307,529. The sale of the Mortgage Loans shall take place on August 24December 21, 2004 2006 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is July 1, 2013; provided that, for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during July 2013 are deemed to have been due and received on July 1, 2013 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to July 2013, whether or not received, of $340,400,008234,780,193. The sale of the Mortgage Loans shall take place on August 24July 2, 2004 2013 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is December 1, 2014; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during December 2014 are deemed to have been due and received on December 1, 2014 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to December 2014, whether or not received, of $340,400,008290,200,956. The sale of the Mortgage Loans shall take place on August 24December 19, 2004 2014 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is August 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of principal and/or interest due thereon during August 20042015 are deemed to have been due and received on August 1, 2015 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to August 2015, whether or not received, of $340,400,008247,697,941. The sale of the Mortgage Loans shall take place on August 245, 2004 2015 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is August 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of principal and/or interest due thereon during August 20042015 are deemed to have been due and received on August 1, 2015 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to August 2015, whether or not received, of $340,400,00896,866,758. The sale of the Mortgage Loans shall take place on August 245, 2004 2015 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Bxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, on a servicing released basissubject to the terms and conditions set forth herein, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofLoans. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans shall take place on August 24October 9, 2004 2024 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $217,474,243. The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal be a combination of (i) the SOHO-RR Interest transferred to the Mortgage Loan Seller pursuant to the SOHO-RR Interest Transfer Agreement and (ii) a cash amount set forth as on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign or by such other method as shall be mutually acceptable to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)parties hereto.

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofhereof . The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in August 2016 (or, in the month case of any Mortgage Loan that has its first (1st) due date in September 2016, the date that would have been its due date in August 20042016 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to August 2016, whether or not received, of $340,400,00890,900,000. The sale of the Mortgage Loans shall take place on August 2425, 2004 2016 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Bxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"“) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in October 2017 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after October 2017, the date that would have been its due date in October 2017 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to October 2017, whether or not received, of $340,400,008192,664,647. The sale of the Mortgage Loans shall take place on August 24October 19, 2004 2017 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"“). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale“). The cash portion of the purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended from time to time prior to the Closing Date to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in Loans and the month of August 2004. The Other Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of approximately $340,400,008394,427,182. The sale of the Mortgage Loans shall take place on August 2423, 2004 2007 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 heretoin the Bill of Sale. The purchase price shall sxxxx be paid to the Seller by wire transfer in immediately available funds on the Closing Date. Notwithstanding anything to the contrary in this Agreement, with respect to the Mortgage Loans originated or acquired by the Seller and subject to defeasance, the Seller shall retain the right to designate and establish the successor borrower and to purchase or cause the purchase on behalf of the related borrower of the related defeasance collateral ("Seller Defeasance Rights and Obligations"). In the event the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan originated or acquired by the Seller and subject to defeasance, the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee. Until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Seller Defeasance Rights and Obligations shall be delivered to the Seller pursuant to the notice provisions of the Pooling and Servicing Agreement. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off off Date with respect to the Mortgage Loans is September 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during September 2015 are deemed to have been due and received on September 1, 2015 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to September 2015, whether or not received, of $340,400,008123,157,000. The sale of the Mortgage Loans shall take place on August September 24, 2004 2015 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Bxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is February 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during February 2015 are deemed to have been due and received on February 1, 2015 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to February 2015, whether or not received, of $340,400,00873,125,000. The sale of the Mortgage Loans shall take place on August 24February 26, 2004 2015 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Bxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bxxx of Sale”). On the Closing Date, the Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Interest Reserve Initial Deposit with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Depositor into the Interest Reserve Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Reserve Initial Deposit for each such Mortgage Loan represents an amount equal to two days’ interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004November 2007. The Mortgage Loans and the Other Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,0081,260,267,256. The sale of the Mortgage Loans shall take place on August 24November 29, 2004 2007 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 heretothe Bill of Sale. The purchase price shall sxxxx be paid to the Seller by wire transfer in immediately available funds on the Closing Date. Notwithstanding anything to the contrary in this Agreement, with respect to the Mortgage Loans originated or acquired by the Seller and subject to defeasance, the Seller shall retain the right to designate and establish the successor borrower and to purchase or cause the purchase on behalf of the related borrower of the related defeasance collateral ("Seller Defeasance Rights and Obligations"). In the event the applicable Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan originated or acquired by the Seller and subject to defeasance, the applicable Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee. Until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Seller Defeasance Rights and Obligations shall be delivered to the Seller pursuant to the notice provisions of the Pooling and Servicing Agreement. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each the Mortgage Loan Loans is such Mortgage Loan's Due Date in the month of August 2004April 1, 2005. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008312,986,983. The sale of the Mortgage Loans shall take place on August 24April 28, 2004 2005 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 1514).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is January 1, 2013; provided that, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during January 2013 are deemed to have been received on January 1, 2013 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to January 2013, whether or not received, of $340,400,008154,103,747. The sale of the Mortgage Loans shall take place on August 24January 30, 2004 2013 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”), which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is January 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during January 2015 are deemed to have been due and received on January 1, 2015 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to January 2015, whether or not received, of $340,400,008565,412,750. The sale of the Mortgage Loans shall take place on August 24January 29, 2004 2015 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Seller shall cause to be delivered to the Depositor (i) an amount equal to the aggregate Interest Reserve Initial Deposit with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Reserve Initial Deposit for each such Mortgage Loan represents an amount equal to one day’s interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan and (ii) an amount equal to the aggregate Initial Due Date Loan Initial Deposit, if applicable, with respect to any applicable Mortgage Loan with an initial Due Date in March 2015, to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund which for each such Mortgage Loan shall be an amount equal to 31 days of interest at the related Net Mortgage Rate on the related Stated Principal Balance of such Mortgage Loan as of the Cut-off Date. Any such Interest Reserve Initial Deposit and Initial Due Date Loan Initial Deposit will be allocated and distributed in accordance with the Pooling and Servicing Agreement. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is June 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during June 2015 are deemed to have been due and received on June 1, 2015 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to June 2015, whether or not received, of $340,400,00885,301,401. The sale of the Mortgage Loans shall take place on August 24June 18, 2004 2015 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofhereof . The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in September 2016 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after September 2016, the date that would have been its due date in September 2016 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to September 2016, whether or not received, of $340,400,008102,893,292. The sale of the Mortgage Loans shall take place on August 24September 29, 2004 2016 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is January 1, 2013; provided that, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during January 2013 are deemed to have been received on January 1, 2013 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to January 2013, whether or not received, of $340,400,0081,239,920,139. The sale of the Mortgage Loans shall take place on August 24January 30, 2004 2013 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”), which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofhereof . The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in September 2016 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after September 2016, the date that would have been its due date in September 2016 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to September 2016, whether or not received, of $340,400,008249,964,895. The sale of the Mortgage Loans shall take place on August 24September 29, 2004 2016 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is July 1, 2013; provided that, for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during July 2013 are deemed to have been due and received on July 1, 2013 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to July 2013, whether or not received, of $340,400,008298,352,745. The sale of the Mortgage Loans shall take place on August 24July 2, 2004 2013 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is January 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during January 2015 are deemed to have been due and received on January 1, 2015 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to January 2015, whether or not received, of $340,400,008346,422,268. The sale of the Mortgage Loans shall take place on August 24January 29, 2004 2015 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Seller shall cause to be delivered to the Depositor (i) an amount equal to the aggregate Interest Reserve Initial Deposit with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Reserve Initial Deposit for each such Mortgage Loan represents an amount equal to one day’s interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan and (ii) an amount equal to the aggregate Initial Due Date Loan Initial Deposit, if applicable, with respect to any applicable Mortgage Loan with an initial Due Date in March 2015, to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund which for each such Mortgage Loan shall be an amount equal to 31 days of interest at the related Net Mortgage Rate on the related Stated Principal Balance of such Mortgage Loan as of the Cut-off Date. Any such Interest Reserve Initial Deposit and Initial Due Date Loan Initial Deposit will be allocated and distributed in accordance with the Pooling and Servicing Agreement. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is July 1, 2012; provided that, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during July 2012 are deemed to have been received on July 1, 2012 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments during or prior to July 2012, whether or not received, of (i) $610,670,720, plus (ii) the 50% pari passu interest of the Seller in the Lxxx Mxxxx Tower Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Seller and its successors and assigns with a Cut-Off Date balance of $90,000,000. Seller and Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“MSMCH”) co-originated the Lxxx Mxxxx Tower Mortgage Loan, which will have an aggregate balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008180,000,000. The sale of the Mortgage Loans shall take place on August 24July 30, 2004 2012 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Bxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bxxx of Sale”), which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. Notwithstanding anything to the contrary contained herein, with respect to the Lxxx Mxxxx Tower Mortgage Loan, references to a Mortgage Note herein shall mean solely the Mortgage Note in favor of the Seller and its successors and assigns related to the Lxxx Mxxxx Tower Mortgage Loan, and references to a Mortgage Loan shall mean solely the portion of the Lxxx Mxxxx Tower Mortgage Loan evidenced by such Mortgage Note. 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is June 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during June 2015 are deemed to have been due and received on June 1, 2015 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to June 2015, whether or not received, of $340,400,008239,545,226. The sale of the Mortgage Loans shall take place on August 24June 18, 2004 2015 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 20042007. The Mortgage Loans and the Other Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,00895,046,642. The sale of the Mortgage Loans shall take place on August 2423, 2004 2007 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 heretoin the Bill of Sale. The purchase price shall sxxxx be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 20042007. The Mortgage Loans and the Other Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008423,394,444. The sale of the Mortgage Loans shall take place on August 2423, 2004 2007 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 heretoin the Bill of Sale. The purchase price shall sxxxx be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is July 1, 2012; provided that, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during July 2012 are deemed to have been received on July 1, 2012 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments during or prior to July 2012, whether or not received, of (i) $562,508,789, plus (ii) the 50% pari passu interest of the Seller in the Lxxx Mxxxx Tower Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Seller and its successors and assigns with a Cut-Off Date balance of $90,000,000. Seller and Bank of America, National Association co-originated the Lxxx Mxxxx Tower Mortgage Loan, which will have an aggregate balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008180,000,000. The sale of the Mortgage Loans shall take place on August 24July 30, 2004 2012 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Bxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bxxx of Sale”), which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. Notwithstanding anything to the contrary contained herein, with respect to the Lxxx Mxxxx Tower Mortgage Loan, references to a Mortgage Note herein shall mean solely the Mortgage Note in favor of the Seller and its successors and assigns related to the Lxxx Mxxxx Tower Mortgage Loan, and references to a Mortgage Loan shall mean solely the portion of the Lxxx Mxxxx Tower Mortgage Loan evidenced by such Mortgage Note. 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofhereof . The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in August 2016 (or, in the month case of any Mortgage Loan that has its first (1st) due date in September 2016, the date that would have been its due date in August 20042016 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to August 2016, whether or not received, of $340,400,008357,124,023. The sale of the Mortgage Loans shall take place on August 2425, 2004 2016 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Bxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofhereof . The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in February 2016 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date in March 2016, the date that would have been its due date in February 2016 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to February 2016, whether or not received, of $340,400,00865,446,578. The sale of the Mortgage Loans shall take place on August 24February 25, 2004 2016 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, Seller shall cause to be delivered to the Depositor (i) with respect to each Actual/360 Mortgage Loan, an amount equal to one (1) day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date; and (ii) with respect to any Mortgage Loan with an initial Due Date in April 2016, an amount equal to thirty-one (31) days of interest at the related Net Mortgage Rate on the related Stated Principal Balance of such Mortgage Loans as of the Cut-off Date. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each the Mortgage Loan Loans is such Mortgage Loan's Due Date in the month of August 2004October 1, 2006. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,0081,534,723,955. The sale of the Mortgage Loans shall take place on August 24October 31, 2004 2006 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is June 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during June 2015 are deemed to have been due and received on June 1, 2015 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to June 2015, whether or not received, of $340,400,008290,752,500. The sale of the Mortgage Loans shall take place on August 24June 18, 2004 2015 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofhereof . The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in August 2016 (or, in the month case of any Mortgage Loan that has its first (1st) due date in September 2016, the date that would have been its due date in August 20042016 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to August 2016, whether or not received, of $340,400,008148,772,877. The sale of the Mortgage Loans shall take place on August 2425, 2004 2016 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is February 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during February 2015 are deemed to have been due and received on February 1, 2015 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to February 2015, whether or not received, of $340,400,008127,111,268. The sale of the Mortgage Loans shall take place on August 24February 26, 2004 2015 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Interest Reserve Initial Deposit with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Depositor into the Interest Reserve Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to two days’ interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The sale of the Mortgage Loans shall take place on August 24June 29, 2004 1999 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 heretoin the letter between the Seller and the Purchaser dated as of the Closing Date. The Such purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 1514).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofhereof . The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in August 2016 (or, in the month case of any Mortgage Loan that has its first (1st) due date in September 2016, the date that would have been its due date in August 20042016 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to August 2016, whether or not received, of $340,400,008122,962,763. The sale of the Mortgage Loans shall take place on August 2425, 2004 2016 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Bxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is August 1, 2014; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of principal and/or interest due thereon during August 20042014 are deemed to have been due and received on August 1, 2014 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to August 2014, whether or not received, of $340,400,008549,529,805. The sale of the Mortgage Loans shall take place on August 2414, 2004 2014 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofhereof . The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in November 2016 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after November 2016, the date that would have been its due date in November 2016 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to November 2016, whether or not received, of $340,400,008214,748,094. The sale of the Mortgage Loans shall take place on August 24November 14, 2004 2016 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in June 2016 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date in July 2016, the date that would have been its due date in June 2016 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to June 2016, whether or not received, of $340,400,008487,672,167. The sale of the Mortgage Loans shall take place on August 24June 7, 2004 2016 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, subject to the execution of that certain Servicing Rights Purchase Agreement, dated as of June 8, 2006, between the Seller and the General Master Servicer (the "Servicing Rights Purchase Agreement"), the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004June 2006. The Mortgage Loans and the Other Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,00848,313,591. The sale of the Mortgage Loans shall take place on August 24June 8, 2004 2006 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in December 2017 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after December 2017, the date that would have been its due date in December 2017 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to December 2017, whether or not received, of $340,400,008303,150,000. The sale of the Mortgage Loans shall take place on August 24December 22, 2004 2017 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in July 2021 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after July 2021, the date that would have been its due date in July 2021 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to July 2021, whether or not received, of $340,400,008367,072,788. The sale of the Mortgage Loans shall take place on August 24July 13, 2004 2021 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Bxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is [DATE]; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during [MONTH] 20[__] are deemed to have been due and received on [DATE] rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to [MONTH] 20[__], whether or not received, of $340,400,008[_________]. The sale of the Mortgage Loans shall take place on August 24, 2004 [DATE] or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the "Xxxx of Sale"). On the Closing Date, the Seller shall cause to be delivered to the Depositor (i) an amount equal to the aggregate Interest Reserve Initial Deposit with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Depositor into the Interest Reserve Account on behalf of the Seller and for the benefit of the Issuing Entity, which Interest Reserve Initial Deposit for each such Mortgage Loan represents an amount equal to [_____] days' interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan and (ii) an amount equal to the aggregate Initial Due Date Loan Initial Deposit, if applicable, with respect to any applicable Mortgage Loan with an initial Due Date in [________] 20[__], to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust which for each such Mortgage Loan shall be an amount equal to [__] days of interest at the related Net Mortgage Rate on the related Stated Principal Balance of such Mortgage Loan as of the Cut-Off Date. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended from time to time prior to the Closing Date to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in Loans and the month of August 2004. The Other Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of approximately $340,400,008165,728,100. The sale of the Mortgage Loans shall take place on August 24November 29, 2004 2007 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 heretoin the Bill of Sale (as defined below). The purchase Thx xxrchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. Notwithstanding anything to the contrary in this Agreement, with respect to the Mortgage Loans originated or acquired by the Seller and subject to defeasance, the Seller shall retain the right to designate and establish the successor borrower and to purchase or cause the purchase on behalf of the related borrower of the related defeasance collateral ("Seller Defeasance Rights and Obligations"). In the event the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan originated or acquired by the Seller and subject to defeasance, the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee. Until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Seller Defeasance Rights and Obligations shall be delivered to the Seller pursuant to the notice provisions of the Pooling and Servicing Agreement. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in July 2021 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after July 2021, the date that would have been its due date in July 2021 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to July 2021, whether or not received, of $340,400,008241,103,325. The sale of the Mortgage Loans shall take place on August 24July 13, 2004 2021 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Bxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt by the Mortgage Loan Seller (or its designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofLoans. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans shall take place on or about August 2428, 2004 2020 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price In addition, on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign Mortgage Loan Seller shall cause to be delivered to the Trustee pursuant Depositor, for deposit into the Interest Reserve Account with respect to the Pooling and Servicing Agreement all 000 Xxxxx Xxxxxx Mortgage Loan, an Interest Deposit Amount equal to thirty-one (31) days of its rightinterest on the Cut-off Date Balance of such Mortgage Loans at the related Mortgage Rate. As of the Cut-off Date, title and interest in and to the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $132,000,000, subject to a variance of plus or minus 5.0%. The purchase price of the Mortgage Loans (inclusive of accrued interest and its rights under this Agreement (to exclusive of the extent Mortgage Loan Seller’s share of the costs set forth in Section 159 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to (i) the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates and the creation of the RR Interest (the “Xxxx of Sale”), and (ii) the Trustee shall succeed RR Interest with a $6,600,001 initial RR Interest Balance and representing approximately 20.92% of the entire VRR Interest Balance. The Mortgage Loan Seller hereby directs the Purchaser to such right, title and interest in and transfer the RR Interest directly to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)Xxxxxxx Sachs Bank USA.

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is August 1, 2014; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of principal and/or interest due thereon during August 20042014 are deemed to have been due and received on August 1, 2014 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to August 2014, whether or not received, of $340,400,008220,816,779. The sale of the Mortgage Loans shall take place on August 2414, 2004 2014 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004May 2007. The Mortgage Loans and the Other Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008719,946,861. The sale of the Mortgage Loans shall take place on August 24May 30, 2004 2007 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 heretoin the Bill of Sale. The purchase price shall sxxxx be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each the Mortgage Loan Loans is such Mortgage Loan's Due Date in the month of August 20041, 2006. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008393,404,396. The sale of the Mortgage Loans shall take place on August 243, 2004 2006 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, and the Purchaser agrees to purchasepurchase from the Seller, on a subject to the Seller's transfer of the related servicing released basisrights as provided in the Servicing Rights Purchase Agreement dated as of June 30, 2006 (the "Servicing Rights Purchase Agreement") between the Seller and Midland Loan Services, Inc. and subject to the terms and conditions set forth herein, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofLoans. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans shall take place on August 24June 30, 2004 2006 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by As of the Purchaser close of business on the respective Due Dates for the Mortgage Loans shall equal in June 2006 (individually and collectively, the amount "Cut-off Date"), the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans on or before the Cut-off Date, whether or not received, as set forth in the Mortgage Loan Schedule attached hereto as Exhibit A. Seller shall sell to Depositor, and Depositor shall purchase from Seller, the Mortgage Loans pursuant to this Agreement for the Mortgage Loan Purchase Price (as defined herein), which includes accrued interest on the Mortgage Loans at their respective Net Mortgage Rates from and including the Cut-off Date to but not including the Closing Date, and the Purchaser shall pay such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller on the Closing Date by wire transfer in immediately available funds on to an account designated by the Closing Date. On the Closing Date, the Purchaser will assign Seller or by such other method as shall be mutually acceptable to the Trustee pursuant parties hereto. The "Mortgage Loan Purchase Price" paid by Depositor shall be equal to the Pooling and Servicing Agreement all of its right, title and interest in and to amount that the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), Depositor and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)Seller have mutually agreed upon.

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in July 2019 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after July 2019, the date that would have been its due date in July 2019 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to July 2019, whether or not received, of $340,400,008311,738,454. The sale of the Mortgage Loans shall take place on August 24July 25, 2004 2019 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each the Mortgage Loan Loans is such Mortgage Loan's Due Date in the month of August 2004July 1, 2007. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,0081,958,564,352. The sale of the Mortgage Loans shall take place on August 24July 31, 2004 2007 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 heretoin a letter dated as of the date hereof, between the parties to this Agreement and entered into in connection with this Agreement and the issuance of the Certificates, which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 1514).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in March 2019 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after March 2019, the date that would have been its due date in March 2019 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to March 2019, whether or not received, of $340,400,008179,411,068. The sale of the Mortgage Loans shall take place on August 24March 12, 2004 2019 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is April 1, 2014; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during April 2014 are deemed to have been due and received on April 1, 2014 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to April 2014, whether or not received, of $340,400,008333,233,863. The sale of the Mortgage Loans shall take place on August 24April 15, 2004 2014 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in February 2020 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after February 2020, the date that would have been its due date in February 2020 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to February 2020, whether or not received, of $340,400,008420,084,997. The sale of the Mortgage Loans shall take place on August 24February 20, 2004 2020 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Seller shall cause to be delivered to the Purchaser with respect to each Actual/360 Mortgage Loan, an amount equal to one (1) day of interest at the related Net Mortgage Rate on the related Cut-off Date Balance. 1.2 On the Closing Date, Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004December 2006. The Mortgage Loans and the Other Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,0082,730,307,529. The sale of the Mortgage Loans shall take place on August 24December 21, 2004 2006 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each the Mortgage Loan Loans is such Mortgage Loan's Due Date in the month of August 2004February 1, 2008. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008613,719,541. The sale of the Mortgage Loans shall take place on August 24February 29, 2004 2008 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price in a letter dated as of the date hereof (the "Purchase Price Side Letter"), between the parties to this Agreement and entered into in connection with this Agreement and the issuance of the Certificates, which purchase price excludes accrued interest, applicable deal expenses and an amount equal to one day's interest for each Interest Reserve Loan sold by the Seller to Purchaser which additional amount shall be deposited into the Interest Reserve Account on Exhibit 3 heretothe Closing Date. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. (a) The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basiswithout recourse except as specifically provided herein, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans. (The Mortgage Loans accepted by identified on the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Schedule shall hereinafter be referred to as the "Daiwa Mortgage Loan's Due Date in the month of August 2004. Loans.") The Daiwa Mortgage Loans will have an aggregate principal balance of $181,313,093.17 (the "Daiwa Balance") as of the close of business on the Cut-Off off Date, after giving effect to any payments due on or before such date, date whether or not received. The Daiwa Balance, the MLMC Balance (as defined in the MLMC Agreement) and the GECA Balance (as defined in the GECA Agreement) together equal an aggregate principal balance (the "Initial Pool Balance") of $340,400,008840,787,856. The purchase and sale of the Daiwa Mortgage Loans shall take place on August 24June 26, 2004 1997 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser consideration for the Daiwa Mortgage Loans shall consist of a cash amount equal to (A) 101.97% of the Daiwa Balance, plus (B) interest accrued on each Daiwa Mortgage Loan at the related Mortgage Rate, for the period from and including the Cut-off Date up to but not including the Closing Date, which cash amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the The Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement Trustee, all of its right, title and interest in and to the Daiwa Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)Loans.

Agreement to Purchase. The Section 1.01 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each the Mortgage Loan Loans is such Mortgage Loan's Due Date in the month of August 20041, 2006. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008386,821,891. The sale of the Mortgage Loans shall take place on August 243, 2004 2006 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . Section 1.02 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off off Date with respect to the Mortgage Loans is October 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first (1st) day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during October 2015 are deemed to have been due and received on October 1, 2015 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to October 2015, whether or not received, of $340,400,008110,136,650. The sale of the Mortgage Loans shall take place on August 24October 15, 2004 2015 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the "Xxxx of Sale"). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004November 2007. The Mortgage Loans and the Other Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008256,993,544. The sale of the Mortgage Loans shall take place on August 24November 29, 2004 2007 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 heretoin the Bill of Sale. The purchase price shall shxxx be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofhereof . The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in December 2016 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after December 2016, the date that would have been its due date in December 2016 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to December 2016, whether or not received, of $340,400,008296,164,463. The sale of the Mortgage Loans shall take place on August 24December 21, 2004 2016 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in June 2017 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after June 2017, the date that would have been its due date in June 2017 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to June 2017, whether or not received, of $340,400,008201,169,187. The sale of the Mortgage Loans shall take place on August 24June 8, 2004 2017 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in July 2021 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after July 2021, the date that would have been its due date in July 2021 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to July 2021, whether or not received, of $340,400,00893,150,000. The sale of the Mortgage Loans shall take place on August 24July 13, 2004 2021 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Bxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004May 2007. The Mortgage Loans and the Other Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,00815,891,385. The sale of the Mortgage Loans shall take place on August 24May 30, 2004 2007 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 heretoin the Bill of Sale. The purchase price shall sxxxx be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser Depositor agrees to purchase, on a servicing released basisthe mortgage loans (the "Mortgage Loans"), the Mortgage Loans identified on the schedule annexed hereto as Exhibit 1 (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual ). The Mortgage Loans accepted by will be conventional fixed rate one- to four-family residential mortgage loans with original terms to maturity of not more than 30 years from the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month date of August 2004origination. The Mortgage Loans will have an aggregate outstanding principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on or before such date, date whether or not received, of approximately $340,400,008______________ (plus or minus 2.5%), or such other amount acceptable to the Depositor as evidenced by the actual aggregate outstanding principal balance of the Mortgage Loans accepted by the Depositor for deposit into the Trust Fund. The sale of the Mortgage Loans shall take place on August 24or prior to December ___, 2004 1997 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"), subject to the deposit of the Mortgage Loans into the Trust Fund, the issuance of the Certificates and the sale of the Certificates by the Depositor pursuant to the Underwriting Agreement (the "Underwriting Agreement") and Purchase Agreement (the "Purchase Agreement"), each to be entered into between the Depositor and Morgxx Xxxnxxx & Xo. Incorporated (the "Underwriter"). The purchase price to be paid by the Purchaser for the Mortgage Loans (the "Purchase Price") shall be equal to _____% of the amount set forth aggregate outstanding principal balances thereof as of the close of business on the Cut-off Date, together with interest accrued on such purchase price on Exhibit 3 heretoprincipal balance at a per annum rate equal to ______% from the Cut-off Date to but not including the Closing Date. The purchase price Purchase Price shall be paid to the Seller by wire transfer in immediately available funds on the Closing DateDate by the Depositor, or as otherwise agreed by the Depositor and the Seller. On 157 Pursuant to the Closing Dateterms of the Pooling Agreement, the Purchaser will Depositor shall assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans Loans, and its other rights and obligations under this Agreement (except with respect to the extent set forth in Section 15), its rights to either indemnification or notice) and the Trustee shall succeed to such right, title and interest in and to rights and obligations hereunder of the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)Depositor.

Agreement to Purchase. (a) The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1A, as excluding the subservicing strip on one Mortgage Loan (control number 23), which has been retained by the entity from which the Seller acquired such schedule Mortgage Loans, shall not be part of REMIC I and shall be distributed pursuant to Section 3.05(a)(xv) of the Pooling and Servicing Agreement. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. (The Cut-Off Date with respect to each Mortgage Loans identified on the Mortgage Loan is such Schedule shall hereinafter be referred to as the "First Union Mortgage Loan's Due Date in the month of August 2004. Loans.") The First Union Mortgage Loans will have an aggregate principal balance of $580,717,843.40 (the "First Union Balance") as of the close of business on the Cut-Off off Date, after giving effect to any payments due on or before such date, date whether or not received, . The First Union Balance and the MLMC Balance (as defined in the MLMC Agreement) together equal an aggregate principal balance (the "Initial Pool Balance") of $340,400,0081,138,310,835. The purchase and sale of the First Union Mortgage Loans shall take place on August 24November 25, 2004 1996 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser consideration for the First Union Mortgage Loans shall consist of (A) a cash amount equal to 100% of the aggregate principal balance of the First Union Mortgage Loans, plus (B) interest accrued on each First Union Mortgage Loan at the related Net Mortgage Rate, for the period from and including the Cut-off Date up to but not including the Closing Date, which cash amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the The Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement Trustee, all of its right, title and interest in and to the First Union Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)Loans.

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in July 2018 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after July 2018, the date that would have been its due date in July 2018 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to July 2018, whether or not received, of $340,400,008188,214,518. The sale of the Mortgage Loans shall take place on August 24July 12, 2004 2018 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each the Mortgage Loan Loans is such Mortgage Loan's Due Date in the month of August 2004November 1, 2005. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008121,703,123. The sale of the Mortgage Loans shall take place on August 24November 30, 2004 2005 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 1514).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in December 2016 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after December 2016, the date that would have been its due date in December 2016 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to December 2016, whether or not received, of $340,400,008113,736,696. The sale of the Mortgage Loans shall take place on August 24December 7, 2004 2016 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"“) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofhereof . The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in November 2016 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after November 2016, the date that would have been its due date in November 2016 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to November 2016, whether or not received, of $340,400,008176,368,206. The sale of the Mortgage Loans shall take place on August 24November 14, 2004 2016 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"“). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale“). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in June 2016 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date in July 2016, the date that would have been its due date in June 2016 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to June 2016, whether or not received, of $340,400,008114,801,225. The sale of the Mortgage Loans shall take place on August 24June 7, 2004 2016 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. . 1.2 On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's ’s rights under this Agreement (to the extent set forth in Section 1514 hereof).