Common use of Agreement to Purchase Clause in Contracts

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 (the "Bank of America Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America 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 $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6, 2004 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 101.4330% of the Bank of America Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,825, which amount represents the amount of interest accrued on the Bank of America Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 116,393,908 (the "Bank of America KeyBank Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America KeyBank 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 $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6, 2004 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 101.4330100.9775% of the Bank of America KeyBank Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,82588,254, which amount represents the amount of interest accrued on the Bank of America KeyBank Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $175,769,366 429,325,551 (the "Bank of America Mortgage Loan Initial UBS Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The Bank of America 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 $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6December 2, 2004 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be consist of: (A) a cash amount equal to a percentage (imutually agreed upon by the parties hereto) 101.4330% of the Bank of America Mortgage Loan Balance as of the Cut-off DateInitial UBS Pool Balance, plus (ii) $134,825, which amount represents the amount of interest accrued on the Bank of America each Mortgage Loan Balance at the related Net Mortgage Rate (net of the related Administrative Cost Rate), for the period from and including the Cut-off Date November 23, 2004 up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date; and (B) a 32.74083% Percentage Interest in each Class of Residual Interest Certificates (all such Residual Interest Certificates, the "Seller's Residual Interest Certificates").

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 979,944,449 (the "Bank of America Merrill Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America Merrill 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 $979,850,322 1,737,992,952 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6June 29, 2004 2005 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 101.4330102.9496% of the Bank of America Merrill Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,8253,999,190, which amount represents the amount of interest accrued on the Bank of America Merrill Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. The Purchaser hereby directs the Seller to deliver, and the Seller shall deliver, the Closing Date Deposit (in the amount of $365,172.54) to the Master Servicer on the Closing Date. The Closing Date Deposit shall be delivered to the account specified by the Master Servicer by wire transfer of immediately available funds.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 4,136,224,533 (the "Bank of America “Wachovia 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 Bank of America Wachovia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "“Cut-off Off Date Pool Balance"”) of $979,850,322 5,845,468,231 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 623, 2004 2007, or such other date as shall be mutually acceptable to the parties to this Agreement (the "“Closing Date"”). The consideration (the "“Aggregate Purchase Consideration"Price”) for the Mortgage Loans shall be equal to (i) 101.4330100.39% of the Bank of America Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,82514,917,767, which amount represents the amount of interest accrued on the Bank of America Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 456,814,657 (the "Bank of America Countrywide Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America Countrywide 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 $979,850,322 1,737,992,952 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6June 29, 2004 2005 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 101.4330105.1066% of the Bank of America Countrywide Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,8251,981,649, which amount represents the amount of interest accrued on the Bank of America Countrywide Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. The Purchaser hereby directs the Seller to deliver, and the Seller shall deliver, the Closing Date Deposit (in the amount of $8,444.76) to the Master Servicer on the Closing Date. The Closing Date Deposit shall be delivered to the account specified by the Master Servicer by wire transfer of immediately available funds.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 889,016,935 (the "Bank of America “Nomura 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 Bank of America Nomura Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "“Cut-off Off Date Pool Balance"”) of $979,850,322 5,845,468,231 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 623, 2004 2007, or such other date as shall be mutually acceptable to the parties to this Agreement (the "“Closing Date"”). The consideration (the "“Aggregate Purchase Consideration"Price”) for the Mortgage Loans shall be equal to (i) 101.4330100.76% of the Bank of America Nomura Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,8253,245,254, which amount represents the amount of interest accrued on the Bank of America Nomura Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 820,226,763 (the "Bank of America “BCRE 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 Bank of America BCRE Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "“Cut-off Off Date Pool Balance"”) of $979,850,322 5,845,468,231 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 623, 2004 2007, or such other date as shall be mutually acceptable to the parties to this Agreement (the "“Closing Date"”). The consideration (the "“Aggregate Purchase Consideration"Price”) for the Mortgage Loans shall be equal to (i) 101.4330102.54% of the Bank of America BCRE Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,8253,135,374, which amount represents the amount of interest accrued on the Bank of America BCRE Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 301,233,846 (the "PNC Bank of America Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The PNC Bank of America 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 $979,850,322 1,737,992,952 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6June 29, 2004 2005 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 101.4330103.5079% of the PNC Bank of America Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,8251,259,951, which amount represents the amount of interest accrued on the PNC Bank of America Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. The Purchaser hereby directs the Seller to deliver, and the Seller shall deliver, the Closing Date Deposit (in the amount of $218,782.09) to the Master Servicer on the Closing Date. The Closing Date Deposit shall be delivered to the account specified by the Master Servicer by wire transfer of immediately available funds.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 687,687,048 (the "Bank of America Merrill Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America Merrill 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 $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6, 2004 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 101.4330102.5035% of the Bank of America Merrill Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,825526,730, which amount represents the amount of interest accrued on the Bank of America Merrill Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $175,769,366 768,227,117 (the "Bank of America Mortgage Loan Initial UBS Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The Bank of America 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 $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6November 4, 2004 2005 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be consist of: (A) a cash amount equal to a percentage (imutually agreed upon by the parties hereto) 101.4330% of the Bank of America Mortgage Loan Balance as of the Cut-off DateInitial UBS Pool Balance, plus (ii) $134,825, which amount represents the amount of interest accrued on the Bank of America each Mortgage Loan Balance at the related Net Mortgage Rate (net of the related Administrative Cost Rate), for the period from and including the Cut-off Date October 11, 2005 up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date; and (B) a 32.84959% Percentage Interest in each Class of Residual Interest Certificates (all such Residual Interest Certificates, the "Seller's Residual Interest Certificates").

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans Loan identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans Loan delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are Loan is expected to have an aggregate principal balance of $175,769,366 135,000,000 (the "Bank of America Column Financial, Inc. 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 Bank of America Column Financial, Inc. Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 7,903,498,737 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans Loan shall take place on May 6March 28, 2004 2007, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans Loan shall be equal to (i) 101.4330________% of the Bank of America Column Financial, Inc. Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,825584,687, which amount represents the amount of interest accrued on the Bank of America Column Financial, Inc. Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $175,769,366 557,716,129 (the "Bank of America Mortgage Loan Initial UBS Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The Bank of America 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 $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6June 7, 2004 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be consist of: (A) a cash amount equal to a percentage (imutually agreed upon by the parties hereto) 101.4330% of the Bank of America Mortgage Loan Balance as of the Cut-off DateInitial UBS Pool Balance, plus (ii) $134,825, which amount represents the amount of interest accrued on the Bank of America each Mortgage Loan Balance at the related Net Mortgage Rate (net of the related Administrative Fee Rate), for the period from and including the Cut-off Date May 11, 2004 up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date; and (B) a 100% Percentage Interest in the Class R-LR Certificates and a 39.50585% Percentage Interest in each other Class of Residual Interest Certificates (all such Residual Interest Certificates, the "Seller's Residual Interest Certificates").

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $175,769,366 628,077,795.87 (the "Bank of America Mortgage Loan Initial Principal Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on its Due Date in October 2007 or, with respect to each Mortgage Loan that does not have a Due Date in October 2007, the later of its related date of origination and October 6, 2007 (the "Cut-off Date"), after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The Bank of America 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 $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6October 30, 2004 2007, or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be consist of a cash amount equal to (i) 101.4330% of the Bank of America Mortgage Loan Balance as of the Cut-off DateInitial Principal Balance, plus (ii) $134,825, which amount represents the amount of interest accrued on the Bank of America each Mortgage Loan Balance at the related Net Mortgage Rate Rate, for the period from and including the Cut-off Date (to the extent that such Cut-off Date is prior to the Closing Date) up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 222,104,469 (the "Bank of America PNC Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America PNC 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 $979,850,322 4,522,709,155 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6December 12, 2004 2006 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 101.4330105.1998% of the Bank of America PNC Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,825409,993, which amount represents the amount of interest accrued on the Bank of America PNC Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 170,856,104 (the "Bank of America Artesia 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 Bank of America Artesia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 2,063,442,241 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6January 27, 2004 2005, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 101.4330% of the Bank of America Artesia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,825661,567, which amount represents the amount of interest accrued on the Bank of America Artesia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance as of $175,769,366 the close of business on the Cut-off Date (the "Bank of America Seller Mortgage Loan Balance") of $905,040,675 (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America Seller 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, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 2,238,772,692 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6November 21, 2004 2006 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal consist of a cash amount, payable in immediately available funds, as reflected on the settlement statement agreed to (i) 101.4330% of by the Bank of America Mortgage Loan Balance as of Seller and the Cut-off Date, plus (ii) $134,825Purchaser, which amount represents the amount of shall include interest accrued on the Bank of America Seller Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 506,080,226 (the "Bank of America Eurohypo Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America Eurohypo 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 $979,850,322 2,809,835,146 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6November 14, 2004 2007 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 101.4330approximately 101.00766% of the Bank of America Eurohypo Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,8251,170,017.73, which amount represents the amount of interest accrued on the Bank of America Eurohypo Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. (a) The Seller agrees to sell, and the Purchaser agrees to purchase, the FUNB Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual FUNB Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The FUNB Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 $ (the "Bank of America Mortgage Loan FUNB 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, date whether or not such payments are received. The Bank of America Mortgage Loan FUNB Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Initial Pool Balance") of $979,850,322 776,325,806 (subject to a variance of plus or minus 5%). The purchase and sale of the FUNB Mortgage Loans shall take place on May 611, 2004 2000 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the FUNB Mortgage Loans shall be consist of a cash amount equal to (i) 101.4330[ ]% of the Bank of America Mortgage Loan FUNB Balance as of the Cut-off Off Date, plus (ii) $134,825, which amount represents the amount of interest accrued on the Bank of America Mortgage Loan FUNB Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing DateDate in the amount of $[ ], less fees and expenses payable by the Seller. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. The Purchaser will assign to the Trustee, all of its right, title and interest in and to the FUNB Mortgage Loans.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 [_________] (the "Bank of America “[_________] 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 Bank of America [_________] Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "“Cut-off Off Date Pool Balance"”) of $979,850,322 [_________] (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6[_________], 2004 or such other date as shall be mutually acceptable to the parties to this Agreement (the "“Closing Date"”). The consideration (the "“Aggregate Purchase Consideration"Price”) for the Mortgage Loans shall be equal to (i) 101.4330[_________]% of the Bank of America [_________] Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,825[_________], which amount represents the amount of interest accrued on the Bank of America [_________] Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 845,890,832 (the "Bank of America MLML Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America 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 $979,850,322 2,489,838,695 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 625, 2004 2006 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 101.433099.23389% of the Bank of America MLML Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,8253,347,084, which amount represents the amount of interest accrued on the Bank of America MLML Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans Loan identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to Loan accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to Loan will have an aggregate principal balance of $175,769,366 400,000,000 (the "Bank of America Mortgage Loan Initial LUBS Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The Bank of America 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 $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans Loan shall take place on May 6October 4, 2004 2006, 2006, or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans Loan shall be consist of a cash amount equal to a percentage (imutually agreed upon by the parties hereto) 101.4330% of the Bank of America Mortgage Loan Balance as of the Cut-off DateInitial LUBS Pool Balance, plus (ii) $134,825, which amount represents the amount of interest accrued on the Bank of America Mortgage Loan Balance at the related Net Mortgage Rate (net of the related Administrative Cost Rate), for the period from and including the Cut-off Date September 11, 2006 up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 822,080,570 (the "Bank of America MLML Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America 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 $979,850,322 2,809,835,146 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6November 14, 2004 2007 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 101.4330approximately 101.73825% of the Bank of America MLML Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,8251,872,066.99, which amount represents the amount of interest accrued on the Bank of America MLML Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $175,769,366 469,623,746 (the "Bank of America Mortgage Loan Initial UBS Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on June 11, 2002 (the "Cut-off Date"), after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The Bank of America 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 $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6July 9, 2004 2002 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be consist of: (A) a cash amount equal to (i) 101.4330[_______]% of the Bank of America Mortgage Loan Balance as of the Cut-off DateInitial UBS Pool Balance, plus (ii) $134,825, which amount represents the amount of interest accrued on the Bank of America each Mortgage Loan Balance at the related Net Mortgage Rate Rate, for the period from and including the Cut-off Date up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date; and (B) Certificates representing a 38.80% Percentage Interest in each of the Class R-I, Class R-II and Class R-III Certificates (all such Residual Interest Certificates, the "Seller's Residual Interest Certificates").

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 488,049,070 (the "Bank of America MLML Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America 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 $979,850,322 1,841,447,787 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6June 28, 2004 2006 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 101.4330100.38820% of the Bank of America MLML Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,8252,222,904, which amount represents the amount of interest accrued on the Bank of America MLML Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. 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 Closing Date Deposit shall be delivered to the account specified by the applicable Master Servicer by wire transfer of immediately available funds.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $175,769,366 559,042,320 (the "Bank of America Mortgage Loan Initial UBS Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on December 11, 2001 (the "Cut-off Date"), after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The Bank of America 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 $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6December 18, 2004 2001 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be consist of: (A) a cash amount equal to (i) 101.4330% of the Bank of America Mortgage Loan Balance as of the Cut-off DateInitial UBS Pool Balance, plus (ii) $134,825, which amount represents the amount of interest accrued on the Bank of America each Mortgage Loan Balance at the related Net Mortgage Rate Rate, for the period from and including the Cut-off Date up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date; and (B) Certificates representing a [o]% Percentage Interest in each of the Class R-I, Class R-II and Class R-III Certificates (all such Residual Interest Certificates, the "Seller's Residual Interest Certificates").

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 1,190,758,018 (the "Bank of America Countrywide Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America Countrywide 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 $979,850,322 2,809,835,146 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6November 14, 2004 2007 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 101.4330approximately 100.49452% of the Bank of America Countrywide Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,8252,653,881.35, which amount represents the amount of interest accrued on the Bank of America Countrywide Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $175,769,366 1,162,938,186 (the "Bank of America Mortgage Loan Initial LBHI Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The Bank of America 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 $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6February 1, 2004 2006, or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be consist of a cash amount equal to a percentage (imutually agreed upon by the parties hereto) 101.4330% of the Bank of America Mortgage Loan Balance as of the Cut-off DateInitial LBHI Pool Balance, plus (ii) $134,825, which amount represents the amount of interest accrued on the Bank of America each Mortgage Loan Balance at the related Net Mortgage Rate (net of the related Administrative Cost Rate), for the period from and including the Cut-off Date January 11, 2006 up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 203,248,680 (the "Bank of America Mortgage KeyBankMortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America KeyBank 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, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 1,055,546,925 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6November 20, 2004 2003 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (A) (i) 101.4330101.47516% of the Bank of America KeyBank Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,825600,758, which amount represents the amount of interest accrued on the Bank of America KeyBank Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date, less (B) the principal amounts or percentage interests of the Certificates set forth on Exhibit B attached hereto (collectively, the "Retained Certificates"). The Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 1,735,571,061 (the "Bank of America MLML Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America 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 $979,850,322 4,417,019,866 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6March 14, 2004 2007 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 101.4330105.29892% of the Bank of America MLML Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,8253,938,137, which amount represents the amount of interest accrued on the Bank of America MLML Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 2,043,814,381 (the "Bank of America Wachovia 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 Bank of America Wachovia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 3,602,123,586 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6August 22, 2004 2007, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 101.4330% of the Bank of America Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,8257,194,771, which amount represents the amount of interest accrued on the Bank of America Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 99,287,040 (the "Bank of America Artesia 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 Bank of America Artesia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 891,768,535 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6April 10, 2004 2003, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 101.4330% of the Bank of America Artesia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,825137,880, which amount represents the amount of interest accrued on the Bank of America Artesia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 471,559,148 (the "Bank of America Wachovia 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 Bank of America Wachovia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 891,768,535 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6April 10, 2004 2003, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 101.4330% of the Bank of America Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,825656,620, which amount represents the amount of interest accrued on the Bank of America Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $175,769,366 696,604,492 (the "Bank of America Wachovia Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on on, with respect to each Mortgage Loan, its Due Date in December 2006 (each such date, the applicable "Cut-off Date"), after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The Bank of America 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 $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6December 21, 2004 2006, or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to consist of (i) 101.4330a cash amount equal to 104.16658% of the Bank of America Wachovia Mortgage Loan Balance as of the Cut-off DateBalance, plus (ii) $134,8252,340,892, which amount represents the amount of interest accrued on the Bank of America Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing DateDate but does not include any deduction for any fees and/or expenses incurred in connection with this transaction. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance as of $175,769,366 the close of business on the Cut-off Date (the "Bank of America Seller Mortgage Loan Balance") of $1,741,407,241 (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America Seller 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, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 6,599,815,279 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6March 29, 2004 2007 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal consist of a cash amount, payable in immediately available funds, as reflected on the settlement statement agreed to (i) 101.4330% of by the Bank of America Mortgage Loan Balance as of Seller and the Cut-off Date, plus (ii) $134,825Purchaser, which amount represents the amount of shall include interest accrued on the Bank of America Seller Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be reduced, with respect to the initial Date Deposit Loan, by its Initial Date Deposit. For purposes of the foregoing, the Initial Date Deposit Loan is that Mortgage Loan known as (and identified on the Mortgage Loan Schedule as) Smart and Final - Phoenix, AZ. The Aggregate Purchase Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 1,553,726,270 (the "Bank of America “Wachovia 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 Bank of America Wachovia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "“Cut-off Off Date Pool Balance"”) of $979,850,322 1,731,843,767 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6June 29, 2004 2006, or such other date as shall be mutually acceptable to the parties to this Agreement (the "“Closing Date"”). The consideration (the "“Aggregate Purchase Consideration"Price”) for the Mortgage Loans shall be equal to (i) 101.4330% of the Bank of America Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,8257,329,758, which amount represents the amount of interest accrued on the Bank of America Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing DateDate but does not include any deduction for any fees and/or expenses incurred in connection with this transaction. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 195,018,502 (the "Bank of America Artesia 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 Bank of America Artesia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 3,602,123,586 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6August 22, 2004 2007, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 101.4330% of the Bank of America Artesia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,825716,941, which amount represents the amount of interest accrued on the Bank of America Artesia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 400,518,631 (the "Bank of America Countrywide Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America Countrywide 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 $979,850,322 2,056,750,308 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6August 24, 2004 2005 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 101.4330101.01507% of the Bank of America Countrywide Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,8251,428,034, which amount represents the amount of interest accrued on the Bank of America Countrywide Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 128,602,753 (the "Bank of America Artesia 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 Bank of America Artesia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 937,264,149 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6February 11, 2004 2003 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 101.4330___% of the Bank of America Artesia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,825236,490, which amount represents the amount of interest accrued on the Bank of America Artesia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as EXHIBIT A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $175,769,366 889,370,560.85 (the "Bank of America Mortgage Loan Initial Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on May 11, 2000 (the "Cut-off Date"), after giving effect to any payments due on or before such datedate as to any Mortgage Loan, whether or not such payments are received. The Bank of America 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 $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 618, 2004 2000 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be consist of: (A) a cash amount equal to (i) 101.433099.7964% of the Bank of America Mortgage Loan Balance as of the Cut-off DateInitial Pool Balance, plus (ii) $134,825, which amount represents the amount of interest accrued on the Bank of America each Mortgage Loan Balance at the related Net Mortgage Rate Rate, for the period from and including the Cut-off Date up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date; and (B) Certificates representing a 68.11% Percentage Interest in each Class of Residual Interest Certificates (such Certificates, the "Seller's Residual Interest Certificates").

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance as of $175,769,366 the close of business on the Cut-off Date (the "Bank of America Initial Aggregate Mortgage Loan Balance") of $1,076,917,791 (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America Initial Aggregate 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, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Initial Pool Balance") of $979,850,322 1,849,908,472 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6April 25, 2004 2008 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal consist of a cash amount, payable in immediately available funds, as reflected on the settlement statement agreed to (i) 101.4330% of by the Bank of America Mortgage Loan Balance as of Seller and the Cut-off Date, plus (ii) $134,825Purchaser, which amount represents the amount of shall include interest accrued on the Bank of America Mortgage Loan Balance at the related Net Mortgage Rate Loans for the period from and including the Cut-off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $175,769,366 394,427,320.32 (the "Bank of America Citigroup Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on on, with respect to each Mortgage Loan, its Due Date in April, 2007 (each such date, the applicable "Cut-off Date"), after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The Bank of America 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 $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6April 13, 2004 2007, or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to consist of (i) 101.4330a cash amount equal to 101.388829% of the Bank of America Citigroup Mortgage Loan Balance as of the Cut-off DateBalance, plus (ii) $134,825718,252.15, which amount represents the amount of interest accrued on the Bank of America Citigroup Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing DateDate but does not include any deduction for any fees and/or expenses incurred in connection with this transaction. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 220,881,621 (the "Bank of America Dexia Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America Dexia 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 $979,850,322 948,772,134 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6June 12, 2004 2008 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 101.433098.015794891% of the Bank of America Dexia Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,825442,236.23, which amount represents the amount of interest accrued on the Bank of America Dexia Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 177,459,560 (the "Bank of America Nomura 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 Bank of America Nomura Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 1,200,914,923 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6July 1, 2004 2003, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 101.4330109.7545% of the Bank of America Nomura Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,825204,060, which amount represents the amount of interest accrued on the Bank of America Nomura Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $175,769,366 332,728,029 (the "Bank of America Mortgage Loan Initial UBS Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The Bank of America 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 $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6June 30, 2004 2005 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be consist of: (A) a cash amount equal to a percentage (imutually agreed upon by the parties hereto) 101.4330% of the Bank of America Mortgage Loan Balance as of the Cut-off DateInitial UBS Pool Balance, plus (ii) $134,825, which amount represents the amount of interest accrued on the Bank of America each Mortgage Loan Balance at the related Net Mortgage Rate (net of the related Administrative Cost Rate), for the period from and including the Cut-off Date June 11, 2005 up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date; and (B) a 16.91813% Percentage Interest in each Class of Residual Interest Certificates (all such Residual Interest Certificates, the "Seller's Residual Interest Certificates").

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $175,769,366 274,069,842 (the "Bank of America Mortgage Loan Initial UBS Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The Bank of America 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 $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6April 7, 2004 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be consist of: (A) a cash amount equal to a percentage (imutually agreed upon by the parties hereto) 101.4330% of the Bank of America Mortgage Loan Balance as of the Cut-off DateInitial UBS Pool Balance, plus (ii) $134,825, which amount represents the amount of interest accrued on the Bank of America each Mortgage Loan Balance at the related Net Mortgage Rate (net of the related Administrative Fee Rate), for the period from and including the Cut-off Date March 11, 2004 up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date; and (B) a [22.19884355%] Percentage Interest in each Class of Residual Interest Certificates (all such Residual Interest Certificates, the "Seller's Residual Interest Certificates").

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 242,694,125 (the "Bank of America Countrywide 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 Bank of America Countrywide Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 2,063,442,241 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6January 27, 2004 2005, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 101.4330% of the Bank of America Countrywide Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,8251,006,340, which amount represents the amount of interest accrued on the Bank of America Countrywide Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 1,653,388,056 (the "Bank of America Wachovia 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 Bank of America Wachovia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 2,063,442,241 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6January 27, 2004 2005, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 101.4330% of the Bank of America Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,8256,256,271, which amount represents the amount of interest accrued on the Bank of America Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 687,840,697 (the "Bank of America First Union 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 Bank of America First Union Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 1,308,278,729 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6March 30, 2004 2001 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 101.4330108.2% of the Bank of America First Union Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,8254,515,756, which amount represents the amount of interest accrued on the Bank of America First Union Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date (net of the amount of accrued interest on the Class A-2F Regular Interest applicable to the Seller for the period from and including the Cut-Off Date up to but not including the Closing Date). The Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 111,611,507 (the "Bank of America Artesia Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America Artesia 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, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 978,559,069 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6December 20, 2004 2001 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (A) (i) 101.4330105.55% of the Bank of America Artesia Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,825453,487, which amount represents the amount of interest accrued on the Bank of America Artesia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date, less (B) the principal amounts or percentage interests of the Certificates set forth on Exhibit B attached hereto (collectively, the "Retained Certificates"). The Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 1,236,661,626 (the "Bank of America “Wachovia 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 Bank of America Wachovia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "“Cut-off Off Date Pool Balance"”) of $979,850,322 1,479,435,064 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6November 13, 2004 2007, or such other date as shall be mutually acceptable to the parties to this Agreement (the "“Closing Date"”). The consideration (the "“Aggregate Purchase Consideration"Price”) for the Mortgage Loans shall be equal to (i) 101.433099.31% of the Bank of America Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,825, 2,486,408 which amount represents the amount of interest accrued on the Bank of America Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $175,769,366 429,325,551 (the "Bank of America Mortgage Loan Initial UBS Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The Bank of America 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 $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6December 2, 2004 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be consist of: (A) a cash amount equal to a percentage (imutually agreed upon by the parties hereto) 101.4330% of the Bank of America Mortgage Loan Balance as of the Cut-off DateInitial UBS Pool Balance, plus (ii) $134,825, which amount represents the amount of interest accrued on the Bank of America each Mortgage Loan Balance at the related Net Mortgage Rate (net of the related Administrative Cost Rate), for the period from and including the Cut-off Date November 11, 2004 up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date; and (B) a 32.74083% Percentage Interest in each Class of Residual Interest Certificates (all such Residual Interest Certificates, the "Seller's Residual Interest Certificates").

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 120,633,617 (the "Bank of America Artesia 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 Bank of America Artesia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 1,290,099,569 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6February 26, 2004 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 101.4330% of the Bank of America Artesia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,825474,460, which amount represents the amount of interest accrued on the Bank of America Artesia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans Loan identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to Loan accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to Loan will have an aggregate principal balance of $175,769,366 275,000,000 (the "Bank of America Mortgage Loan Initial LUBS Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The Bank of America 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 $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans Loan shall take place on May 6December 5, 2004 2006, or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans Loan shall be consist of a cash amount equal to a percentage (imutually agreed upon by the parties hereto) 101.4330% of the Bank of America Mortgage Loan Balance as of the Cut-off DateInitial LUBS Pool Balance, plus (ii) $134,825, which amount represents the amount of interest accrued on the Bank of America Mortgage Loan Balance at the related Net Mortgage Rate (net of the related Administrative Cost Rate), for the period from and including the Cut-off Date November 13, 2006 up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date. The parties hereto acknowledge that: (i) the 1211 Avenue of the Americas Trust Mortgage Loan is the only Mortgage Loan; and (ii) the Mortgage Loan is an Outside Serviced Trust Mortgage Loan.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 653,641,225, including the Rite Aid Subordinate Component (the "Bank of America First Union 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 Bank of America First Union Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 1,002,714,150, including the Rite Aid Subordinate Balance (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6June 11, 2004 2001 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (A) the principal amounts or percentage interests of the Certificates set forth on Exhibit B attached hereto (collectively, the "Retained Certificates"), and (B) (i) 101.4330102.7% of the Bank of America First Union Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,8251,370,174, which amount represents the amount of interest accrued on the Bank of America First Union Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 405,073,522 (the "Bank of America Artesia 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 Bank of America Artesia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 3,663,837,892 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6August 23, 2004 2005, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 101.4330% of the Bank of America Artesia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,8251,386,229, which amount represents the amount of interest accrued on the Bank of America Artesia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 402,050,377 (the "Bank of America IXIS Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America IXIS 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 $979,850,322 4,417,019,866 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6March 14, 2004 2007 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 101.4330103.48103% of the Bank of America IXIS Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,825891,102, which amount represents the amount of interest accrued on the Bank of America IXIS Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 272,567,631 (the "Bank of America Greenwich 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 Bank of America Greenwich Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 950,042,448 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 623, 2004 2002 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (A) (i) 101.4330% of the Bank of America Greenwich Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,8251,265,120, which amount represents the amount of interest accrued on the Bank of America Greenwich Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date, less (B) the principal amounts or percentage interests of the Certificates set forth on Exhibit B attached hereto (collectively, the "Retained Certificates"). The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 295,241,662 (the "Bank of America Nomura 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 Bank of America Nomura Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 875,069,993 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6November 12, 2004 2002 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 101.4330__% of the Bank of America Nomura Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,825606,345, which amount represents the amount of interest accrued on the Bank of America Nomura Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $175,769,366 516,747,893 (the "Bank of America Mortgage Loan Initial UBS Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The Bank of America 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 $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6April 29, 2004 2008 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be consist of: (A) a cash amount equal to a percentage (imutually agreed upon by the parties hereto) 101.4330% of the Bank of America Mortgage Loan Balance as of the Cut-off DateInitial UBS Pool Balance, plus (ii) $134,825, which amount represents the amount of interest accrued on the Bank of America each Mortgage Loan Balance at the related Net Mortgage Rate (net of the related Administrative Cost Rate), for the period from and including the Cut-off Date April 11, 2008 up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date; and (B) a 51.30992% Percentage Interest in each of the Class R-I, Class R-II and Class R-III Certificates (all such Residual Interest Certificates, the "Seller's Residual Interest Certificates").

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 139,023,087 (the "Bank of America JPMorgan Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America JPMorgan 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, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 1,055,546,925 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6November 20, 2004 2003 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (A) (i) 101.4330100.97877% of the Bank of America Merrill Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,825396,291, which amount represents the amount of interest accrued on the Bank of America JPMorgan Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date, less (B) the principal amounts or percentage interests of the Certificates set forth on Exhibit B attached hereto (the "Retained Certificates"). The Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 671,952,013 (the "Bank of America Wachovia 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 Bank of America Wachovia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 1,200,914,923 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6July 1, 2004 2003, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 101.4330109.4702% of the Bank of America Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,825748,230, which amount represents the amount of interest accrued on the Bank of America Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 219,908,499 (the "Bank of America KeyBank Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America KeyBank 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 $979,850,322 1,115,140,373 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6September 29, 2004 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 101.4330104.4634% of the Bank of America KeyBank Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,825954,565, which amount represents the amount of interest accrued on the Bank of America KeyBank Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 144,442,493 (the "Bank of America Nomura 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 Bank of America Nomura Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 891,768,535 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6April 10, 2004 2003, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 101.4330% of the Bank of America Nomura Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,825205,700, which amount represents the amount of interest accrued on the Bank of America Nomura Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 2,502,246,885 (the "Bank of America “Wachovia 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 Bank of America Wachovia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "“Cut-off Off Date Pool Balance"”) of $979,850,322 3,595,196,701 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6October 31, 2004 2006, or such other date as shall be mutually acceptable to the parties to this Agreement (the "“Closing Date"”). The consideration (the "“Aggregate Purchase Consideration"Price”) for the Mortgage Loans shall be equal to (i) 101.4330102.25% of the Bank of America Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,82512,484,841, which amount represents the amount of interest accrued on the Bank of America Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing DateDate but does not include any deduction for any fees and/or expenses incurred in connection with this transaction. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 451,866,776 (the "Bank of America Wachovia Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America Wachovia 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, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 1,082,600,757 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6July 11, 2004 2002 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (A) (i) 101.4330107.64% of the Bank of America Wachovia Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,825927,714, which amount represents the amount of interest accrued on the Bank of America Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date, less (B) the principal amounts or percentage interests of the Certificates set forth on Exhibit B attached hereto (collectively, the "Retained Certificates"). The Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 889,005,476 (the "Bank of America Countrywide Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America Countrywide 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 $979,850,322 2,141,833,152 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6March 30, 2004 2006 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 101.433099.9066% of the Bank of America Countrywide Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,8254,159,702, which amount represents the amount of interest accrued on the Bank of America Countrywide Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $175,769,366 588,698,889 (the "Bank of America Mortgage Loan Initial UBS Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The Bank of America 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 $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6February 10, 2004 2005 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be consist of: (A) a cash amount equal to a percentage (imutually agreed upon by the parties hereto) 101.4330% of the Bank of America Mortgage Loan Balance as of the Cut-off DateInitial UBS Pool Balance, plus (ii) $134,825, which amount represents the amount of interest accrued on the Bank of America each Mortgage Loan Balance at the related Net Mortgage Rate (net of the related Administrative Cost Rate), for the period from and including the Cut-off Date January 11, 2005 up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date; and (B) a 100% Percentage Interest in the Class R-LR Certificates and a 42.87812% Percentage Interest in each other Class of Residual Interest Certificates (all such Residual Interest Certificates, the "Seller's Residual Interest Certificates").

Agreement to Purchase. (a) The Seller agrees to sell, and the Purchaser agrees to purchase, the CMB Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual CMB Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The CMB Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 530,134,859.35 (the "Bank of America Mortgage Loan CMB 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, date whether or not such payments are received. The Bank of America Mortgage Loan CMB Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Initial Pool Balance") of $979,850,322 1,181,484,821 (subject to a variance of plus or minus 5%). The purchase and sale of the CMB Mortgage Loans shall take place on May 624, 2004 1999 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the CMB Mortgage Loans shall be consist of a cash amount equal to the sum of (i) 101.4330100.7991384% of the Bank of America Mortgage Loan CMB Balance as of the Cut-off Off Date, plus (ii) $134,825, which amount represents the amount of interest accrued on the Bank of America Mortgage Loan CMB Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing DateDate in the amount of $1,432,559.32, less fees and expenses payable by the Seller. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. The Purchaser will assign to the Trustee, all of its right, title and interest in and to the CMB Mortgage Loans.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 117,192,322 (the "Bank of America Artesia 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 Bank of America Artesia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 875,069,993 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6November 12, 2004 2002 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 101.4330__% of the Bank of America Artesia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,825216,653, which amount represents the amount of interest accrued on the Bank of America Artesia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $175,769,366 553,190,837 (the "Bank of America Mortgage Loan Initial UBS Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The Bank of America 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 $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6August 25, 2004 2005 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be consist of: (A) a cash amount equal to a percentage (imutually agreed upon by the parties hereto) 101.4330% of the Bank of America Mortgage Loan Balance as of the Cut-off DateInitial UBS Pool Balance, plus (ii) $134,825, which amount represents the amount of interest accrued on the Bank of America each Mortgage Loan Balance at the related Net Mortgage Rate (net of the related Administrative Cost Rate), for the period from and including the Cut-off Date August 11, 2005 up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date; and (B) a 23.59960% Percentage Interest in each Class of Residual Interest Certificates (all such Residual Interest Certificates, the "Seller's Residual Interest Certificates").

Agreement to Purchase. (a) The Seller agrees to sell, and the Purchaser agrees to purchase, the Bank of America Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Bank of America Mortgage Loans are expected to will have an aggregate principal balance of $175,769,366 332,234,891.37 (the "Bank of America Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, date whether or not such payments are received. The Bank of America Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to shall equal an aggregate principal balance (the "Cut-off Date Initial Pool Balance") of $979,850,322 3,408,048,239 (subject to a variance of plus or minus 5%). The purchase and sale of the Bank of America Mortgage Loans shall take place on May 628, 2004 1998 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 101.4330% of the Bank of America Mortgage Loan Loans shall consist of a cash amount equal to $343,641,549 (the "Aggregate Purchase Price") (which is equal to the Bank of America Balance as of the Cut-off Date, plus (ii) $134,825, which amount represents the amount of interest accrued on the Bank of America Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The Purchase Consideration Date less fees and expenses payable by Bank of America) which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. The Purchaser will assign to the Trustee, all of its right, title and interest in and to the Bank of America Mortgage Loans.

Agreement to Purchase. (a) The Seller agrees to sell, and the Purchaser agrees to purchase, the FUNB Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The FUNB Mortgage Loans are expected to will have an aggregate principal balance of $175,769,366 1,346,142,262.35 (the "Bank of America Mortgage Loan FUNB Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, date whether or not such payments are received. The Bank of America Mortgage Loan FUNB Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to shall equal an aggregate principal balance (the "Cut-off Date Initial Pool Balance") of $979,850,322 3,408,048,239 (subject to a variance of plus or minus 5%). The purchase and sale of the FUNB Mortgage Loans shall take place on May 628, 2004 1998 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 101.4330% of the Bank of America Mortgage Loan Loans shall consist of a cash amount equal to $1,391,988,263 (the "Aggregate Purchase Price") (which is equal to the FUNB Balance as of the Cut-off Date, plus (ii) $134,825, which amount represents the amount of interest accrued on the Bank of America Mortgage Loan FUNB Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The Purchase Consideration Date less fees and expenses payable by FUNB) which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. The Purchaser will assign to the Trustee, all of its right, title and interest in and to the FUNB Mortgage Loans.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 713,275,157 (the "Bank of America Merrill Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America Merrill 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, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 1,055,546,925 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6November 20, 2004 2003 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (A) (i) 101.4330100.84767% of the Bank of America Merrill Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,8252,018,263, which amount represents the amount of interest accrued on the Bank of America Merrill Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date, less (B) the principal amounts or percentage interests of the Certificates set forth on Exhibit B attached hereto (collectively, the "Retained Certificates"). The Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance as of $175,769,366 the close of business on the Cut-off Date (the "Bank of America Seller Mortgage Loan Balance") of $2,115,270,058 (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America Seller 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, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 6,599,815,279 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6March 29, 2004 2007 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal consist of a cash amount, payable in immediately available funds, as reflected on the settlement statement agreed to (i) 101.4330% of by the Bank of America Mortgage Loan Balance as of Seller and the Cut-off Date, plus (ii) $134,825Purchaser, which amount represents the amount of shall include interest accrued on the Bank of America Seller Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid reduced, with respect to the Seller or its designee Late Payment Date Loans, by wire transfer an amount equal to one month of interest payable by the related borrower, which amount shall be used to make an interest-only payment in immediately available funds on respect of such Mortgage Loan to the Closing Date.Certificateholders in April 2007. "

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 440,991,190.81 (the "Bank of America Wachovia 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 Bank of America Wachovia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 1,149,211,695 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6December 23, 2004 2003, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 101.4330% of the Bank of America Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,8251,543,620, which amount represents the amount of interest accrued on the Bank of America Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance as of $175,769,366 the close of business on the Cut-off Date (the "Bank of America Initial Aggregate Mortgage Loan Balance") of $772,990,681 (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America Initial Aggregate 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, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Initial Pool Balance") of $979,850,322 1,849,908,472 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6April 25, 2004 2008 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal consist of a cash amount, payable in immediately available funds, as reflected on the settlement statement agreed to (i) 101.4330% of by the Bank of America Mortgage Loan Balance as of Seller and the Cut-off Date, plus (ii) $134,825Purchaser, which amount represents the amount of shall include interest accrued on the Bank of America Mortgage Loan Balance at the related Net Mortgage Rate Loans for the period from and including the Cut-off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 2,393,751,335 (the "Bank of America Xxxxxxx Xxxxx Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America Xxxxxxx Xxxxx 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 $979,850,322 4,522,709,155 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6December 12, 2004 2006 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 101.4330approximately 103.3834% of the Bank of America Xxxxxxx Xxxxx Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,825$4,224,924, which amount represents the amount of interest accrued on the Bank of America Xxxxxxx Xxxxx Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 359,709,282 (the "Bank of America Artesia Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America Artesia 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 $979,850,322 2,785,502,677 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6June 13, 2004 2007 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 101.433098.7175% of the Bank of America Artesia Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,825686,492, which amount represents the amount of interest accrued on the Bank of America Artesia Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 601,104,228 (the "Bank of America First Union Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America First Union 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, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 978,559,069 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6December 20, 2004 2001 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (A) (i) 101.4330102.36% of the Bank of America First Union Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,8252,261,575, which amount represents the amount of interest accrued on the Bank of America First Union Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date, less (B) the principal amounts or percentage interests of the Certificates set forth on Exhibit B attached hereto (collectively, the "Retained Certificates"). The Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 2,937,164,689 (the "Bank of America Wachovia 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 Bank of America Wachovia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 3,663,837,892 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6August 23, 2004 2005, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 101.4330% of the Bank of America Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,8259,620,846, which amount represents the amount of interest accrued on the Bank of America Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 406,157,047 (the "Bank of America KeyBank Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America KeyBank 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 $979,850,322 1,841,447,787 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6June 28, 2004 2006 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 101.433097.78243% of the Bank of America KeyBank Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,8251,747,597, which amount represents the amount of interest accrued on the Bank of America KeyBank Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. The Purchaser hereby directs the Seller to deliver, and the Seller shall deliver, the Closing Date Deposit (in the amount of $101,620) to the applicable Master Servicer on the Closing Date. The Closing Date Deposit shall be delivered to the account specified by the applicable Master Servicer by wire transfer of immediately available funds.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 428,429,428 (the "Bank of America Artesia 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 Bank of America Artesia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 4,229,859,030 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6March 7, 2004 2006, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 101.4330% of the Bank of America Artesia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,825410,206, which amount represents the amount of interest accrued on the Bank of America Artesia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 2,326,384,026 (the "Bank of America “Wachovia 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 Bank of America Wachovia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "“Cut-off Off Date Pool Balance"”) of $979,850,322 3,275,616,483 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6October 27, 2004 2005 or such other date as shall be mutually acceptable to the parties to this Agreement (the "“Closing Date"”). The consideration (the "“Aggregate Purchase Consideration"Price”) for the Mortgage Loans shall be equal to (i) 101.433098.24% of the Bank of America Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,8258,750,117, which amount represents the amount of interest accrued on the Bank of America Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $175,769,366 901,333,359.66 (the "Bank of America CWCapital Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on on, with respect to each Mortgage Loan, its Due Date in April 2007 (each such date, the applicable "Cut-off Date"), after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The Bank of America 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 $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6April 13, 2004 2007, or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to consist of (i) 101.4330a cash amount equal to 100.662094% of the Bank of America CWCapital Mortgage Loan Balance as of the Cut-off DateBalance, plus (ii) $134,8251,632,314.71, which amount represents the amount of interest accrued on the Bank of America CWCapital Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing DateDate but does not include any deduction for any fees and/or expenses incurred in connection with this transaction. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 151,693,666 (the "Bank of America GACC 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 Bank of America GACC Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 728,324,739 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6February 25, 2004 2002 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 101.4330104.06% of the Bank of America GACC Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,825733,196, which amount represents the amount of interest accrued on the Bank of America GACC Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 175,183,507 (the "Bank of America PNC Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America PNC 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 $979,850,322 948,772,134 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6June 12, 2004 2008 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 101.433095.454571639% of the Bank of America PNC Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,825327,927.48, which amount represents the amount of interest accrued on the Bank of America PNC Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans Loan identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to Loan will have an aggregate a principal balance of $175,769,366 85,000,000 (the "Bank of America Mortgage Loan Initial Wachovia Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The Bank of America 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 $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans Loan shall take place on May 6February 27, 2004 2007 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans Loan shall be consist of a cash amount equal to a percentage (imutually agreed upon by the parties hereto) 101.4330% of the Bank of America Mortgage Loan Balance as of the Cut-off DateInitial Wachovia Pool Balance, plus (ii) $134,825, which amount represents the amount of interest accrued on the Bank of America Mortgage Loan Balance at the related Net Mortgage Rate (net of the related Administrative Cost Rate), for the period from and including the Cut-off Date February 11, 2007 up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 724,539,913 (the "Bank of America Merrill Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America Merrill 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 $979,850,322 1,137,261,494 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6March 29, 2004 2005 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 101.4330101.3477% of the Bank of America Merrill Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,8253,215,777, which amount represents the amount of interest accrued on the Bank of America Merrill Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 201,543,913 (the "Bank of America LaSalle 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 Bank of America LaSalle Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 728,324,739 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6February 25, 2004 2002 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 101.4330103.61% of the Bank of America LaSalle Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,825966,197, which amount represents the amount of interest accrued on the Bank of America LaSalle Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 221,110,118 (the "Bank of America “Artesia 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 Bank of America Artesia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "“Cut-off Off Date Pool Balance"”) of $979,850,322 2,723,531,640 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6March 30, 2004 2005, or such other date as shall be mutually acceptable to the parties to this Agreement (the "“Closing Date"”). The consideration (the "“Aggregate Purchase Consideration"Price”) for the Mortgage Loans shall be equal to (i) 101.4330101.58% of the Bank of America Artesia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,8251,020,874, which amount represents the amount of interest accrued on the Bank of America Artesia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 208,572,431 (the "Bank of America Eurohypo 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 Bank of America Eurohypo Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 974,238,294 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6November 25, 2004 2003, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 101.4330______% of the Bank of America Eurohypo Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,825621,370, which amount represents the amount of interest accrued on the Bank of America Eurohypo Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing DateDate to an account designated by the Seller.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 120,280,114 (the "Bank of America GACC 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 Bank of America GACC Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 818,834,218 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6August 21, 2004 2001 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (A) (i) 101.4330103.57% of the Bank of America GACC Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,825519,377, which amount represents the amount of interest accrued on the Bank of America GACC Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date, less (B) the principal amounts or percentage interests of the Certificates set forth on Exhibit B attached hereto (collectively, the "Retained Certificates"). The Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 912,156,067.26 (the "Bank of America CGMRC Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America CGMRC 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, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 1,030,490,079 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6December 22, 2004 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be consist of an amount equal to (i) 101.4330105.5644% of the Bank of America CGMRC Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,8253,021,686.46, which amount represents the amount of interest accrued on the Bank of America CGMRC Mortgage Loan Balance at at, in the case of the portion thereof attributable to each Mortgage Loan, the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The cash component of the Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance as of $175,769,366 the close of business on the Cut-off Date (the "Bank of America Seller Mortgage Loan Balance") of $820,868,219 (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America Seller 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, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 6,599,815,279 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6March 29, 2004 2007 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal consist of a cash amount, payable in immediately available funds, as reflected on the settlement statement agreed to (i) 101.4330% of by the Bank of America Mortgage Loan Balance as of Seller and the Cut-off Date, plus (ii) $134,825Purchaser, which amount represents the amount of shall include interest accrued on the Bank of America Seller Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be reduced, with respect to the Initial Date Deposit Loans, by their respective Initial Date Deposits. For purposes of the foregoing, the Initial Date Deposit Loans are those Mortgage Loans known as (and identified on the Mortgage Loan Schedule as) The Atlantic Building, The Shoppes at South Bay (Walmart) and Grand Flamingo. The Aggregate Purchase Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 823,722,923 (the "Bank of America “Nomura 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 Bank of America Nomura Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "“Cut-off Off Date Pool Balance"”) of $979,850,322 3,595,196,701 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6October 31, 2004 2006, or such other date as shall be mutually acceptable to the parties to this Agreement (the "“Closing Date"”). The consideration (the "“Aggregate Purchase Consideration"Price”) for the Mortgage Loans shall be equal to (i) 101.4330100.41% of the Bank of America Nomura Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,8254,142,470, which amount represents the amount of interest accrued on the Bank of America Nomura Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing DateDate but does not include any deduction for any fees and/or expenses incurred in connection with this transaction. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 531,555,835 (the "Bank of America MLML Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America 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 $979,850,322 1,542,696,552 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6August 17, 2004 2006 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 101.4330102.5447% of the Bank of America MLML Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,825, 1,516,708 which amount represents the amount of interest accrued on the Bank of America MLML Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $175,769,366 566,424,848 (the "Bank of America Mortgage Loan Initial UBS Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The Bank of America 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 $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6February 4, 2004 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be consist of: (A) a cash amount equal to a percentage (imutually agreed upon by the parties hereto) 101.4330% of the Bank of America Mortgage Loan Balance as of the Cut-off DateInitial UBS Pool Balance, plus (ii) $134,825, which amount represents the amount of interest accrued on the Bank of America each Mortgage Loan Balance at the related Net Mortgage Rate (net of the related Administrative Fee Rate), for the period from and including the Cut-off Date January 11, 2004 up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date; and (B) a 37.76929% Percentage Interest in each Class of Residual Interest Certificates (all such Residual Interest Certificates, the "Seller's Residual Interest Certificates").

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 746,788,574 (the "Bank of America MLML Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) 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 such payments are received. The Bank of America 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 $979,850,322 2,785,502,677 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6June 13, 2004 2007 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 101.433099.1795% of the Bank of America MLML Mortgage Loan Balance as of the Cut-off Date, plus (ii) $134,8251,435,987, which amount represents the amount of interest accrued on the Bank of America MLML Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $175,769,366 993,436,426 (the "Bank of America Wachovia 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 Bank of America Wachovia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 1,097,030,350 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6August 25, 2004 2004, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 101.4330103.33% of the Bank of America Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $134,8253,764,349, which amount represents the amount of interest accrued on the Bank of America Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.