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 $85,459,192. 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 14), 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 14).

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 $85,459,19265,893,090. 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 14), 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 14).

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 $85,459,192. 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 14), 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 14).

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 $85,459,192340,400,008. 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 1415), 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 1415).

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 $85,459,192163,077,243. 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 1415), 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 1415).

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 $85,459,192[______]. 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. 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 1415), 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 1415).

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 $85,459,19236,365,148. 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 1415), 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 1415).

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 $85,459,192298,352,745. 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 1414 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 1414 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 $85,459,19296,866,758. 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 1414 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 1414 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, 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 $85,459,1921,491,010,944. 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 14), 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 14).

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 $85,459,192885,426,724. 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 1414 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 1414 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 $85,459,192192,664,647. 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 1414 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 1414 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 $85,459,192394,427,182. 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 1415), 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 1415).

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 $85,459,192. 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 14), 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 14)parties hereto.

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 $85,459,192. 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 14), 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 14).

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 $85,459,192290,752,500. 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 1414 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 1414 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 $85,459,1921,239,920,139. 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 1414 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 1414 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 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 $85,459,192363,098,802. 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 14), 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 14).

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 October 1, 2011; 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 October 2011 are deemed to have been received on October 1, 2011 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 October 2011, whether or not received, of $85,459,192903,842,885. The sale of the Mortgage Loans shall take place on August 24October 5, 2004 2011 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. . 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 1414 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 1414 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 $85,459,1921,534,723,955. 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 1414 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 1414 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 $85,459,192618,188,253. 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 1414 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 1414 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 $85,459,192122,962,763. 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 1414 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 1414 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 $85,459,192148,772,877. 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 1414 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 1414 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 $85,459,192749,692,457. 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 1415), 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 1415).

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 $85,459,192239,545,226. 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 1414 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 1414 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 $85,459,192234,780,193. 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 1414 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 1414 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 $85,459,19285,301,401. 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 1414 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 1414 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 $85,459,192274,578,892. 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 1414 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 1414 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 $85,459,192127,111,268. 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 1414 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 1414 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 $85,459,192458,312293. 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 1414 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 1414 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 $85,459,192. 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 14), 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 14)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 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 $85,459,192154,103,747. 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 1414 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 1414 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 $85,459,192290,200,956. 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 1414 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 1414 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 $85,459,192233,406,658. 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 1414 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 1414 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 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 $85,459,192203,779,191. 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 1414 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 1414 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 $85,459,192102,893,292. 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 1414 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 1414 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 $85,459,192346,422,268. 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 1414 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 1414 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 $85,459,1921,260,267,256. 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 1415), 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 1415).

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 $85,459,192247,697,941. 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 1414 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 1414 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 October 1, 2011; 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 October 2011 are deemed to have been received on October 1, 2011 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 October 2011, whether or not received, of $85,459,192588,145,879. The sale of the Mortgage Loans shall take place on August 24October 5, 2004 2011 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. . 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 1414 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 1414 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 $85,459,192423,394,444. 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 1415), 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 1415).

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 $85,459,192180,000,000. 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 1414 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 1414 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 $85,459,192123,157,000. 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 1414 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 1414 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 $85,459,192312,986,983. 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 14), 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 14).

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 $85,459,192132,540,441. 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 1414 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 1414 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 $85,459,192952,634,704. 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 1414 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 1414 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 $85,459,192249,964,895. 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 1414 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 1414 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 $85,459,19295,046,642. 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 1415), 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 1415).

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 $85,459,192357,124,023. 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 1414 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 1414 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 $85,459,192148,198,000. 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 14), 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 14).

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 $85,459,192224,215,899. 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 1414 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 1414 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 $85,459,192. The purchase and sale of the Mortgage Loans shall take place on August 24November 22, 2004 2016 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 (with respect to the 000 Xxxxxx Xxxxxx Mortgage Loan, including only the portion thereof to be sold by the Mortgage Loan Seller to the Purchaser) 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 $265,239,099, subject to a variance of plus or minus 5%. The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the be an 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 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 14), 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 14)parties hereto.

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 $85,459,192391,044,936. 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 1415), 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 1415).

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 $85,459,192457,107,241. 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 1414 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 1414 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 $85,459,192634,123,331. 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 1414 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 1414 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 $85,459,192264,186,018. 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 1414 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 1414 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 $85,459,192234,014,353. 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 14), 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 14).

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 $85,459,192123,300,000. 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 1414 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 1414 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 $85,459,192298,970,000. 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 1414 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 1414 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 $85,459,19290,900,000. 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 1414 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 1414 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 2004December 1, 2001. 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 $85,459,192286,305,581. The sale of the Mortgage Loans shall take place on August 24December 27, 2004 2001 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 14), 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 14).

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 on or 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 $85,459,192309,047,710. 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 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 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 1415), 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 1415).

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 $85,459,192728,005,936. 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. 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 14), 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 14).

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 $85,459,19293,150,000. 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 1414 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 1414 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 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 $85,459,192113,736,696. 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 1414 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 1414 hereof).

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 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 be conventional fixed rate one- to four-family residential mortgage loans with original terms to maturity of not more than 30 years from the date of origination and 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 $85,459,192______ (plus or minus 2.5%), or such other amounts 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 22, 2004 1998 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 among the Depositor, Bank of America, FSB and NationsBanc Montxxxxxx Xxxurities LLC (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 [6.25]% 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 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 14), 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 14)Depositor.

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 $85,459,19286,113,343. 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 1414 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 1414 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 August 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 principal and/or interest due thereon during August 20042013 are deemed to have been due and received on August 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 off Date, after giving effect to any payments due on during or before such dateprior to August 1, 2013, whether or not received, of $85,459,192276,111,283. The sale of the Mortgage Loans shall take place on August 2415, 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 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 1414 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 1414 hereof).

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 $85,459,192______________ (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 or prior to August 2414, 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 Donaldson, Lufkin, & Jenrxxxx Xxxurities Corporation (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 182 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 14), 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 14)Depositor.

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, 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 December 2015 are deemed to have been due and received on December 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 December 2015, whether or not received, of $85,459,192588,878,785. The sale of the Mortgage Loans shall take place on August 24December 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 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 1414 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 1414 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 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 $85,459,192613,719,541. 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 1414 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 1414 hereof).

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 $85,459,192392,652,000. 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 1414 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 1414 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, 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 February 2014 are deemed to have been due and received on February 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 February 2014, whether or not received, of $85,459,192670,057,701. The sale of the Mortgage Loans shall take place on August 24February 14, 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”), which purchase price excludes an amount equal to two days’ interest for each Interest Reserve Loan sold by Seller to Purchaser, which amount shall be deposited into the Interest Reserve Account on the 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 1414 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 1414 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 October 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 October 2013 are deemed to have been due and received on October 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 October 2013, whether or not received, of $85,459,192131,647,941. The sale of the Mortgage Loans shall take place on August 24October 23, 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 1414 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 1414 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 2021 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after October 2021, the date that would have been its due date in October 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 October 2021, whether or not received, of $85,459,192116,986,385. The sale of the Mortgage Loans shall take place on August 24October 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 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 1414 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 1414 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 2004October 2005. 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 $85,459,1921,556,862,539. The sale of the Mortgage Loans shall take place on August 24October 25, 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. 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 14), 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 14).

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 April 2021 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after April 2021, the date that would have been its due date in April 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 April 2021, whether or not received, of $85,459,192190,367,783. The sale of the Mortgage Loans shall take place on August 24May 11, 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 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 1414 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 1414 hereof).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser Depositor agrees to purchase, the mortgage loans (the "Mortgage Loans"), identified on a servicing released basisthe schedules annexed hereto as Exhibit 1 (the "15 Year Loan Schedule") and Exhibit 2 (the "30 Year Loan Schedule," and together with the 15 Year Loan Schedule, the "Mortgage Loan Schedule"). The Mortgage Loans will be conventional fixed rate one- to four-family residential mortgage loans with original terms to maturity of not more than 15 years from the date of origination, in the case of the Mortgage Loans identified on the schedule 15 Year Loan Schedule (the "Mortgage Loan Schedule15 Year Loans") annexed hereto as Exhibit 1), as such schedule may be amended to reflect and 30 years from the actual date of origination, in the case of the Mortgage Loans accepted by identified on the Purchaser pursuant to 30 Year Loan Schedule (the terms hereof"30 Year Loans"). The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in 15 Year Loans and the month of August 2004. The Mortgage 30 Year 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 $85,459,192_____________________ (plus or minus 2.5%) and $_____________________ (plus or minus 2.5%), respectively, or such other amounts acceptable to the Depositor as evidenced by the actual aggregate outstanding principal balance of the 15 Year Loans and 30 Year 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 June _____, 2004 1998 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 among the Depositor, Bank of America, FSB and Lehmxx Xxxthers Inc. (the "Underwriter"). The purchase price to be paid by the Purchaser for the Mortgage 15 Year Loans shall equal (the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price "15 Year Loan Purchase Price") shall be paid equal to _____% of the Seller by wire transfer in immediately available funds aggregate outstanding principal balances thereof as of the close of business on the Closing Date. On the Closing Cut-off Date, together with interest accrued on such principal balance at a per annum rate equal to ____% from the Purchaser will assign Cut-off Date 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 14), 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 14).but not

Agreement to Purchase. The Seller agrees to sell, and the Purchaser Depositor agrees to purchase, the mortgage loans (the "Mortgage Loans"), identified on a servicing released basisthe schedules annexed hereto as Exhibit 1 (the "15 Year Loan Schedule") and Exhibit 2 (the "30 Year Loan Schedule," and together with the 15 Year Loan Schedule, the "Mortgage Loan Schedule"). The Mortgage Loans will be conventional fixed rate one- to four-family residential mortgage loans with original terms to maturity of not more than 15 years from the date of origination, in the case of the Mortgage Loans identified on the schedule 15 Year Loan Schedule (the "Mortgage Loan Schedule15 Year Loans") annexed hereto as Exhibit 1), as such schedule may be amended to reflect and 30 years from the actual date of origination, in the case of the Mortgage Loans accepted by identified on the Purchaser pursuant to 30 Year Loan Schedule (the terms hereof"30 Year Loans"). The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in 15 Year Loans and the month of August 2004. The Mortgage 30 Year 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 $85,459,192approximately $ (plus or minus 2.5%) and $ (plus or minus 2.5%), respectively, or such other amounts acceptable to the Depositor as evidenced by the actual aggregate outstanding principal balance of the 15 Year Loans and 30 Year 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 June , 2004 1998 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 among the Depositor, Bank of America, FSB and Lehmxx Xxxthers Inc. (the "Underwriter"). The purchase price to be paid by the Purchaser for the Mortgage 15 Year Loans shall equal (the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price "15 Year Loan Purchase Price") shall be paid equal to % of the Seller by wire transfer in immediately available funds aggregate outstanding principal balances thereof as of the close of business on the Closing Date. On the Closing Cut-off Date, together with interest accrued on such principal balance at a per annum rate equal to ____% from the Purchaser will assign Cut-off Date 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 14), 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 14).but not

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 $85,459,1924,904,869,086. 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 be paid to the Seller by wire transfer xxxnsfer 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 1415), 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 1415).

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 May 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 May 2013 are deemed to have been received on May 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 May 2013, whether or not received, of $85,459,192330,512,816. The sale of the Mortgage Loans shall take place on August 24May 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 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. . 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 1414 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 1414 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, and in the case of the Herald Center Mortgage Loan, together with the corresponding Herald Center REMIC II Regular Interest and the Herald Center REMIC II Residual Interest. 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 $85,459,192481,537,238. 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 1414 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 1414 hereof).

Agreement to Purchase. The Seller agrees (a) Subject to sell, the conditions set forth in subparagraph (b) below 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 hereofset forth herein, Orbital hereby agrees to purchase receivables from ORBIMAGE for an aggregate purchase price of up to $10,000,000, which receivables amount would be discounted to the present value at the time of purchase at a discount rate sufficient to enable Orbital to recover the purchase price plus interest on the unrecovered amount of the purchase price at an annual rate of 8% (assuming payment consistent with prior payment patterns). The Cut-Off Date Orbital will make up to two $5,000,000 cash purchases, due and payable in full no later than the due date of any applicable license payment owed by ORBIMAGE under the MDA Agreement,, of (i) receivables under contracts for satellite imagery or other ORBIMAGE products and services generated by the ORBVIEW-2 satellite and (ii) such other receivables of ORBIMAGE reasonably acceptable to each of ORBIMAGE and Orbital, which, when added to the ORBVIEW-2 receivables, are reasonably expected to generate payments in the aggregate of not less than $4 million in any given year. Receivables proposed to be sold to Orbital must be reasonably satisfactory to Orbital. (b) Orbital's obligation to make each purchase set forth in subparagraph (a) above is conditioned upon the following: (i) ORBIMAGE shall have notified Orbital in writing five (5) business days before a license fee payment is due under the MDA Agreement that ORBIMAGE will be unable to make such payment to MDA due to financial hardship; (ii) the Third Amended and Restated Credit and Reimbursement Agreement between Orbital, Morgan Guaranty Trust Company of New York as collateral agent and the xxxxx banks shall be matured in accordance with its terms on July 1, 2002 and no loans or commitments to loan to Orbital shall remain outstanding; and (iii) Such receivables shall be valid and of good quality (including lack of any encumbrances continuing in effect on or after the purchase date and free of claims of offset), and ORBIMAGE shall have taken all actions necessary either to cause an assignment of the contracts or rights to the receivables to Orbital to be effective concurrent with the installment purchase or to make arrangements reasonably satisfactory to Orbital for the continued collection of the receivables by ORBIMAGE and the prompt remission of amounts collected by ORBIMAGE to Orbital. Orbital is entitled to make any filings necessary under the Uniform Commercial Code with and submit notices to account debtors as necessary with respect to each Mortgage Loan is the receivables. (c) ORBIMAGE agrees that it shall take such Mortgage Loan's Due Date actions that are reasonably necessary to ensure that the contracts relating to the purchased receivables continue in full force and effect in accordance with their terms, or on terms no less favorable to Orbital. (d) ORBIMAGE shall not enter into any agreement with MDA that affects the month of August 2004. The Mortgage Loans will have an aggregate principal balance as amounts of the close of business on license fee payments or their due dates under the Cut-Off DateMDA Agreement without Orbital's prior consent, after giving effect to any unless such agreements cause such payments due on or before such date, whether or not received, of $85,459,192. 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 14), 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 14)decreased or postponed.

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, 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 $85,459,192460,808,205. The sale of the Mortgage Loans shall take place on August 24April 18, 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. . 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 1414 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 1414 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 October 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 October 2012 are deemed to have been received on October 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 due on during or before such dateprior to October 2012, whether or not received, of $85,459,192863,366,872. The sale of the Mortgage Loans shall take place on August 24October 17, 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. . 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 1414 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 1414 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 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 $85,459,192733,526,095. The sale of the Mortgage Loans shall take place on August 24July 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 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. . 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 1414 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 1414 hereof).

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 $85,459,192______________ (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 September 15, 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 Donaldson, Lufkin, & Jenrxxxx Xxxurities Corporation (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 182 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 14), 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 14)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 Prepayment Premiums or Yield Maintenance Charges paid or payable on Mortgage Loans Nos. 96, 97, 100, 103, 112 and 130 and the Master Servicer Strip on Mortgage Loan Nos. 96, 99, 100, 106, 109, 112, 131, 167, 181 and 182, which have been retained by the entity from which the Seller acquired such schedule Mortgage Loans, shall not be part of REMIC I or REMIC II 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 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 $371,063,705 (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 $85,459,192643,601,863. The purchase and sale of the First Union Mortgage Loans shall take place on August 24November 30, 2004 1995 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 14), 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 14)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 Date with respect to each the Mortgage Loan Loans is such Mortgage Loan's Due Date in the month of August 2004January 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 $85,459,192615,177,762. The sale of the Mortgage Loans shall take place on August 24January 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 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 14), 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 14).

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 2004January 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 $85,459,192387,647,782. The sale of the Mortgage Loans shall take place on August 24January 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 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 1414 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 1414 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 . The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans accepted by delivered to 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 are expected to have an aggregate principal balance of $488,049,070 (the "MLML Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-Off off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The MLML Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $85,459,1921,841,447,787 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on August 24June 28, 2004 2006 or such other date as shall be mutually acceptable to the parties hereto to this Agreement (the "Closing Date"). The purchase price to be paid by consideration (the Purchaser "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 100.38820% of the MLML Mortgage Loan Balance as of the Cut-off Date, plus (ii) $2,222,904, which amount represents the amount set forth of interest accrued on the MLML Mortgage Loan Balance, as such purchase price on Exhibit 3 heretoagreed to by the Seller and the Purchaser. The purchase price Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. On The Purchaser hereby directs the Seller to deliver, and the Seller shall deliver, the Closing Date Deposit (in the amount of $40,572.92) to the applicable Master Servicer on the Closing Date, the Purchaser will assign . The Closing Date Deposit shall be delivered to the Trustee pursuant to account specified by the Pooling and Servicing Agreement all applicable Master Servicer by wire transfer 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 14), 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 14)immediately available funds.

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 $85,459,192296,164,463. 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 1414 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 1414 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, 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 $85,459,192180,546,310. The sale of the Mortgage Loans shall take place on August 24April 20, 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 14), 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 14).

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 2016 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date in April 2016, the date that would have been its due date in March 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 March 2016, whether or not received, of $85,459,192103,892,954. The sale of the Mortgage Loans shall take place on August 24March 8, 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 1414 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 1414 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 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 $85,459,1921,100,923,632. The sale of the Mortgage Loans shall take place on August 24July 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 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. . 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 1414 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 1414 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, 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 April 2015 are deemed to have been due and received on April 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 April 2015, whether or not received, of $85,459,192220,116,019. The sale of the Mortgage Loans shall take place on August 24April 22, 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 1414 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 1414 hereof).

Agreement to Purchase. (a) The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basisor before July 21, the Mortgage Loans identified on the schedule 1999 (the "Mortgage Loan ScheduleClosing Date") annexed hereto as Exhibit 1), as such schedule may be amended to reflect certain sub-prime residential home equity loans (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 "Initial Home Equity Loans"), having an aggregate principal balance as of the close of business on June 1, 1999 (the "Initial Cut-Off Date") of $930,579,359.51 (the "Initial Closing Balance"), after giving effect to all principal payments due on the Home Equity Loans on or before the Initial Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received. (b) Subject to the conditions set forth in paragraph (c) below, of $85,459,192. The sale in consideration of the Mortgage Loans shall take place delivery on August 24, 2004 the related Subsequent Transfer Dates to or such other date as shall be mutually acceptable to upon 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 order of the Seller by wire transfer of all or a portion of the balance of funds in immediately available funds on the Closing Date. On Pre-Funding Account and in the Closing DatePrepaid Home Equity Loan Account, the Purchaser will Seller shall on any Subsequent Transfer Date sell, transfer, convey and assign to the Purchaser, without recourse (but subject to the terms of this Agreement), all right, title and interest of the Seller in and to each Subsequent Home Equity Loan listed on the Schedule of Home Equity Loans delivered on such Subsequent Transfer Date, including its Loan Balance, all items constituting part of the Trust with respect to the Subsequent Home Equity Loans and all collections in respect of such Subsequent Home Equity Loans due after the related Subsequent Cut-Off Date. The amount released from the Pre-Funding Account or the Prepaid Home Equity Loan Account, as applicable, shall be one-hundred percent (100%) of the aggregate outstanding principal balances as of the applicable Subsequent Cut-Off Date of the Subsequent Home Equity Loans so transferred. (c) Each of the following conditions shall be satisfied on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee pursuant and the Certificate Insurer with an Addition Notice not less than 5 Business Days prior to the proposed Subsequent Transfer Date (unless the Trustee and the Certificate Insurer shall agree to a shorter period of time) and shall have provided any information reasonably requested by either of the foregoing with respect to the Subsequent Home Equity Loans; (ii) the Seller shall have executed and delivered a Subsequent Transfer Agreement to the Trustee (substantially in the form of Exhibit D to the Pooling and Servicing Agreement Agreement) with all of its right, title required schedules and interest in and exhibits; (iii) the Seller shall have delivered to the Mortgage Servicer for deposit in the Principal and Interest Account all collections in respect of the Subsequent Home Equity Loans received after the related Subsequent Cut-Off Date; (iv) as of each Subsequent Transfer Date, neither Long Beach nor the Seller is insolvent and its rights under this Agreement neither will become insolvent by such transfer and the Seller and Long Beach are not aware of any pending insolvency; (v) such purchase and sale of Subsequent Home Equity Loans will not result in a material adverse tax consequence to the extent Trust or the Owners of the Certificates; (vi) with respect to Home Equity Loans to be purchased from the Pre-Funding Account, the Funding Period shall not have terminated and with respect to Home Equity Loans purchased with Prepaid Home Equity Account, the related Subsequent Transfer Date is on or before October 15, 1999; (vii) the Seller shall have delivered to the Trustee and the Certificate Insurer an Officer's Certificate confirming the satisfaction of each condition precedent in this Section 1 and Section 3.07 of the Pooling and Servicing Agreement and the Certificate Insurer shall have consented to such transfer; and (viii) there shall have been delivered to the Certificate Insurer, the Rating Agencies and the Trustee Opinions of Counsel (or updates thereof) with respect to the transfer of the Subsequent Home Equity Loans substantially in the form of the Opinions of Counsel delivered to the Certificate Insurer, the Rating Agencies and the Trustee on the Closing Date (bankruptcy, perfection, corporate and tax opinions). (d) In connection with the transfer and assignment of the Subsequent Home Equity Loans, the Seller agrees to satisfy the obligations set forth in Section 14), and the Trustee shall succeed 4 hereof with respect to such rightSubsequent Home Equity Loans, title the Seller shall be deemed to have made the representations and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent warranties set forth in Section 14)5(b) hereof and Section 6 hereof, Long Beach shall be deemed to have made the representations and warranties set forth in Section 5(a) hereof and the Seller shall take the action, if any, required by Section 7 hereof, in each case with respect to the Subsequent Home Equity Loans except that references in said Sections to Initial Home Equity Loans, the Closing Date, this Agreement and the Cut-Off Date shall refer to the applicable Subsequent Home Equity Loans, Subsequent Transfer Date, Subsequent Transfer Agreement and Subsequent Cut-Off Date, respectively.

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 April 2021 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after April 2021, the date that would have been its due date in April 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 April 2021, whether or not received, of $85,459,192151,830,914. The sale of the Mortgage Loans shall take place on August 24May 11, 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 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 1414 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 1414 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 November 1, 2007 (the "Servicing Rights Purchase Agreement") between the Seller and Capmark Finance Inc. and subject to the terms and conditions set forth herein, the Mortgage Loans identified on Loans, other than any rights of the schedule (lender under the "related Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended Documents to reflect the actual establish and/or own a successor borrower in connection with a defeasance of a Mortgage Loans accepted by the Purchaser pursuant to the terms hereofLoan. 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 $85,459,192. The purchase and sale of the Mortgage Loans shall take place on August 24November 14, 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 As of the Purchaser close of business on the respective Due Dates for the Mortgage Loans shall equal in November 2007 (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 14), 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 14)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 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 $85,459,192333,233,863. 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 1414 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 1414 hereof).