Common use of Agreement to Purchase Clause in Contracts

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

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

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

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

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

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

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

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is February 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during February 2015 are deemed to have been due and received on February 1, 2015 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to February 2015, whether or not received, of $340,400,008127,111,268. The sale of the Mortgage Loans shall take place on August 24February 26, 2004 2015 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Interest Reserve Initial Deposit with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Depositor into the Interest Reserve Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to two days’ interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofhereof . The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in May 2017 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after May 2017, the date that would have been its due date in May 2017 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to May 2017, whether or not received, of $340,400,008203,779,191. The sale of the Mortgage Loans shall take place on August 24May 11, 2004 2017 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal a combination of (i) the portion of the VRR Interest transferred to the Seller pursuant to the VRR Interest Transfer Agreement and (ii) the cash amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The cash portion of the purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

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

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofLoans. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans shall take place on August 24or about February 10, 2004 2016 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $151,353,416, subject to a variance of plus or minus 5.0%. The purchase price to be paid by the Purchaser for of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller by wire transfer and the Purchaser in immediately available funds on connection with this Agreement and the Closing Dateissuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Purchaser will assign Mortgage Loan Seller shall cause to be delivered to the Trustee pursuant Depositor an amount equal to the Pooling and Servicing Agreement all of its right, title and interest in and aggregate Interest Deposit Amounts with respect to the Mortgage Loans and its rights under this Agreement (Loans, to be deposited by the extent set forth in Section 15), and Depositor into the Trustee shall succeed to such right, title and interest in and to Distribution Account on behalf of the Mortgage Loans Loan Seller and for the Purchaser's rights under this Agreement (benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the extent set forth in Section 15)related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan.

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

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

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

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is February 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during February 2015 are deemed to have been due and received on February 1, 2015 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to February 2015, whether or not received, of $340,400,00873,125,000. The sale of the Mortgage Loans shall take place on August 24February 26, 2004 2015 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Bxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bxxx of Sale”). On the Closing Date, the Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Interest Reserve Initial Deposit with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Depositor into the Interest Reserve Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Reserve Initial Deposit for each such Mortgage Loan represents an amount equal to two days’ interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

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

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofhereof . The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in August 2016 (or, in the month case of any Mortgage Loan that has its first (1st) due date in September 2016, the date that would have been its due date in August 20042016 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to August 2016, whether or not received, of $340,400,008148,772,877. The sale of the Mortgage Loans shall take place on August 2425, 2004 2016 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofLoans. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans shall take place on August 24or about February 10, 2004 2016 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject to a variance of plus or minus 5.0%. The purchase price to be paid by the Purchaser for of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller by wire transfer and the Purchaser in immediately available funds on connection with this Agreement and the Closing Dateissuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Purchaser will assign Mortgage Loan Seller shall cause to be delivered to the Trustee pursuant Depositor an amount equal to the Pooling and Servicing Agreement all of its right, title and interest in and aggregate Interest Deposit Amounts with respect to the Mortgage Loans and its rights under this Agreement (Loans, to be deposited by the extent set forth in Section 15), and Depositor into the Trustee shall succeed to such right, title and interest in and to Distribution Account on behalf of the Mortgage Loans Loan Seller and for the Purchaser's rights under this Agreement (benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the extent set forth in Section 15)related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan.

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofhereof . The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in August 2016 (or, in the month case of any Mortgage Loan that has its first (1st) due date in September 2016, the date that would have been its due date in August 20042016 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to August 2016, whether or not received, of $340,400,008122,962,763. The sale of the Mortgage Loans shall take place on August 2425, 2004 2016 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Bxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is January 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during January 2015 are deemed to have been due and received on January 1, 2015 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to January 2015, whether or not received, of $340,400,008565,412,750. The sale of the Mortgage Loans shall take place on August 24January 29, 2004 2015 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Seller shall cause to be delivered to the Depositor (i) an amount equal to the aggregate Interest Reserve Initial Deposit with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Reserve Initial Deposit for each such Mortgage Loan represents an amount equal to one day’s interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan and (ii) an amount equal to the aggregate Initial Due Date Loan Initial Deposit, if applicable, with respect to any applicable Mortgage Loan with an initial Due Date in March 2015, to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund which for each such Mortgage Loan shall be an amount equal to 31 days of interest at the related Net Mortgage Rate on the related Stated Principal Balance of such Mortgage Loan as of the Cut-off Date. Any such Interest Reserve Initial Deposit and Initial Due Date Loan Initial Deposit will be allocated and distributed in accordance with the Pooling and Servicing Agreement. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

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

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofLoans. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans shall take place on August 24or about February 10, 2004 2016 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $567,336,082, subject to a variance of plus or minus 5.0%. The purchase price to be paid by the Purchaser for of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller by wire transfer and the Purchaser in immediately available funds on connection with this Agreement and the Closing Dateissuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Purchaser will assign Mortgage Loan Seller shall cause to be delivered to the Trustee pursuant Depositor an amount equal to the Pooling and Servicing Agreement all of its right, title and interest in and aggregate Interest Deposit Amounts with respect to the Mortgage Loans and its rights under this Agreement (Loans, to be deposited by the extent set forth in Section 15), and Depositor into the Trustee shall succeed to such right, title and interest in and to Distribution Account on behalf of the Mortgage Loans Loan Seller and for the Purchaser's rights under this Agreement (benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the extent set forth in Section 15)related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan.

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"“) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in October 2017 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after October 2017, the date that would have been its due date in October 2017 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to October 2017, whether or not received, of $340,400,008192,664,647. The sale of the Mortgage Loans shall take place on August 24October 19, 2004 2017 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"“). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale“). The cash portion of the purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, on a servicing released basissubject to the terms and conditions set forth herein, the Mortgage Loans Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on the schedule Exhibit A hereto as “Del Amo Fashion Center” (the "“Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Schedule"Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) annexed in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as Exhibit 1, as such schedule may be amended to reflect “Market Street – The Woodlands” (the actual “Market Street – The Woodlands Mortgage Loans accepted Loan”) was co-originated by the Purchaser pursuant Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the terms hereofPurchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans shall take place on August 24June 29, 2004 2017 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth as on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign or by such other method as shall be mutually acceptable to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)parties hereto.

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The mortgage loan identified on Exhibit B to the Pooling and Servicing Agreement as “Sheraton Grand Nashville Downtown” (the “Sheraton Grand Nashville Downtown Mortgage Loan”) was originated by Argentic Real Estate Finance LLC (“AREF”) and is a Joint Mortgage Loan with respect to Seller. Seller acquired from AREF one of the Mortgage Notes evidencing such mortgage loan, and Seller is only selling to Purchaser such Mortgage Note, which is in the original principal amount of $25,000,000 and designated as promissory note A-4 (the “Sheraton Grand Nashville Downtown Note A-4”. Notwithstanding anything to the contrary herein, only such Mortgage Note shall constitute a “Mortgage Loan” or “Mortgage Note” hereunder, and the information on the Mortgage Loan Schedule attached hereto is presented solely with respect to such Mortgage Note. The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in December 2018 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after December 2018, the date that would have been its due date in December 2018 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to December 2018, whether or not received, of (i) $213,226,055, plus (ii) $25,000,000, representing the 50.0% pari passu interest of Seller in the Sheraton Grand Nashville Downtown Mortgage Loan, which pari passu interest is represented by the Sheraton Grand Nashville Downtown Note A-4. The Sheraton Grand Nashville Downtown Mortgage Loan will have an aggregate balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to December 2018, whether or not received, of $340,400,00850,000,000. The sale of the Mortgage Loans shall take place on August 24December 27, 2004 2018 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofhereof . The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in May 2017 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after May 2017, the date that would have been its due date in May 2017 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to May 2017, whether or not received, of $340,400,008224,215,899. The sale of the Mortgage Loans shall take place on August 24May 11, 2004 2017 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal a combination of (i) the portion of the VRR Interest transferred to the Seller pursuant to the VRR Interest Transfer Agreement and (ii) the cash amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The cash portion of the purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is July 1, 2012; provided that, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during July 2012 are deemed to have been received on July 1, 2012 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments during or prior to July 2012, whether or not received, of (i) $562,508,789, plus (ii) the 50% pari passu interest of the Seller in the Lxxx Mxxxx Tower Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Seller and its successors and assigns with a Cut-Off Date balance of $90,000,000. Seller and Bank of America, National Association co-originated the Lxxx Mxxxx Tower Mortgage Loan, which will have an aggregate balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008180,000,000. The sale of the Mortgage Loans shall take place on August 24July 30, 2004 2012 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Bxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bxxx of Sale”), which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign Notwithstanding anything to the Trustee pursuant contrary contained herein, with respect to the Pooling Lxxx Mxxxx Tower Mortgage Loan, references to a Mortgage Note herein shall mean solely the Mortgage Note in favor of the Seller and Servicing Agreement all of its right, title successors and interest in and assigns related to the Lxxx Mxxxx Tower Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15)Loan, and references to a Mortgage Loan shall mean solely the Trustee shall succeed to portion of the Lxxx Mxxxx Tower Mortgage Loan evidenced by such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)Note.

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"“) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofhereof . The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in September 2016 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after September 2016, the date that would have been its due date in September 2016 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to September 2016, whether or not received, of $340,400,008298,970,000. The sale of the Mortgage Loans shall take place on August 24September 29, 2004 2016 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"“). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale“). On the Closing Date, the Seller shall cause to be delivered to the Depositor an amount equal to the Interest Reserve Initial Deposit with respect to the Coconut Point and Courtyard by Marriott Atlanta Airport West Mortgage Loans, each of which has an initial Due Date in November 2016, to be deposited by the Depositor into the Interest Reserve Account on behalf of the Seller and for the benefit of the Trust Fund. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofLoans. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans shall take place on August 24or about February 10, 2004 2016 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $82,423,094, subject to a variance of plus or minus 5.0%. The purchase price to be paid by the Purchaser for of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller by wire transfer and the Purchaser in immediately available funds on connection with this Agreement and the Closing Dateissuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Purchaser will assign Mortgage Loan Seller shall cause to be delivered to the Trustee pursuant Depositor an amount equal to the Pooling and Servicing Agreement all of its right, title and interest in and aggregate Interest Deposit Amounts with respect to the Mortgage Loans and its rights under this Agreement (Loans, to be deposited by the extent set forth in Section 15), and Depositor into the Trustee shall succeed to such right, title and interest in and to Distribution Account on behalf of the Mortgage Loans Loan Seller and for the Purchaser's rights under this Agreement (benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the extent set forth in Section 15)related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan.

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

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is March 1, 2012; provided that, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during March 2012 are deemed to have been received on March 1, 2012 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments during or prior to March 2012, whether or not received, of (i) $767,814,062, plus (ii) the 50% pari passu interest of the Seller in the Xx Xxxxxx Hotels & Resorts Portfolio Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Seller and its successors and assigns with a Cut-Off Date balance of $49,875,603. Seller and Bank of America, National Association co-originated the Xx Xxxxxx Hotels & Resorts Portfolio Mortgage Loan, which will have an aggregate balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,00899,751,207. The sale of the Mortgage Loans shall take place on August 24March 28, 2004 2012 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”), which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign Notwithstanding anything to the Trustee pursuant contrary contained herein, with respect to the Pooling Xx Xxxxxx Hotels & Resorts Portfolio Mortgage Loan, references to a Mortgage Note herein shall mean solely the Mortgage Note in favor of the Seller and Servicing Agreement all of its right, title successors and interest in and assigns related to the Xx Xxxxxx Hotels & Resorts Portfolio Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15)Loan, and references to a Mortgage Loan shall mean solely the Trustee shall succeed to portion of the Xx Xxxxxx Hotels & Resorts Portfolio Mortgage Loan evidenced by such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)Note.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, on a servicing released basissubject to the terms and conditions set forth herein, the Mortgage Loans Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the schedule Pooling and Servicing Agreement as “One & Two Commerce Square” (the "“One & Two Commerce Square Mortgage Loan”) is a Joint Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each the Mortgage Loan Seller and was co-originated by Bank of America, National Association and the Mortgage Loan Seller, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $12,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan's Due Date in the month of August 2004” or “Mortgage Note(s)” hereunder). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans shall take place on August 24July 11, 2004 2023 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of (i) $127,800,000 plus (ii) 12,500,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the One & Two Commerce Square Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns. The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth as on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign or by such other method as shall be mutually acceptable to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)parties hereto.

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is January 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during January 2015 are deemed to have been due and received on January 1, 2015 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to January 2015, whether or not received, of $340,400,008236,049,521. The sale of the Mortgage Loans shall take place on August 24January 29, 2004 2015 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Seller shall cause to be delivered to the Depositor (i) an amount equal to the aggregate Interest Reserve Initial Deposit with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Reserve Initial Deposit for each such Mortgage Loan represents an amount equal to one day’s interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan and (ii) an amount equal to the aggregate Initial Due Date Loan Initial Deposit, if applicable, with respect to any applicable Mortgage Loan with an initial Due Date in March 2015, to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund which for each such Mortgage Loan shall be an amount equal to 31 days of interest at the related Net Mortgage Rate on the related Stated Principal Balance of such Mortgage Loan as of the Cut-off Date. Any such Interest Reserve Initial Deposit and Initial Due Date Loan Initial Deposit will be allocated and distributed in accordance with the Pooling and Servicing Agreement. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

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

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"“) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is February 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during February 2015 are deemed to have been due and received on February 1, 2015 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to February 2015, whether or not received, of $340,400,008264,186,018. The sale of the Mortgage Loans shall take place on August 24February 26, 2004 2015 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"“). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale“). On the Closing Date, the Seller shall cause to be delivered to the Depositor (i) an amount equal to the aggregate Interest Reserve Initial Deposit with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Depositor into the Interest Reserve Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Reserve Initial Deposit for each such Mortgage Loan represents an amount equal to two days’ interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan and (ii) an amount equal to the aggregate Initial Due Date Loan Initial Deposit, if applicable, with respect to any applicable Mortgage Loan with an initial Due Date in April 2015, to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund which for each such Mortgage Loan shall be an amount equal to 28 days of interest at the related Net Mortgage Rate on the related Stated Principal Balance of such Mortgage Loan as of the Cut-Off Date. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is July 1, 2012; provided that, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during July 2012 are deemed to have been received on July 1, 2012 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments during or prior to July 2012, whether or not received, of (i) $610,670,720, plus (ii) the 50% pari passu interest of the Seller in the Lxxx Mxxxx Tower Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Seller and its successors and assigns with a Cut-Off Date balance of $90,000,000. Seller and Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“MSMCH”) co-originated the Lxxx Mxxxx Tower Mortgage Loan, which will have an aggregate balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008180,000,000. The sale of the Mortgage Loans shall take place on August 24July 30, 2004 2012 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Bxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bxxx of Sale”), which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign Notwithstanding anything to the Trustee pursuant contrary contained herein, with respect to the Pooling Lxxx Mxxxx Tower Mortgage Loan, references to a Mortgage Note herein shall mean solely the Mortgage Note in favor of the Seller and Servicing Agreement all of its right, title successors and interest in and assigns related to the Lxxx Mxxxx Tower Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15)Loan, and references to a Mortgage Loan shall mean solely the Trustee shall succeed to portion of the Lxxx Mxxxx Tower Mortgage Loan evidenced by such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)Note.

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

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, on a servicing released basissubject to the terms and conditions set forth herein, the Mortgage Loans Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on the schedule Exhibit A hereto as “Market Street – The Woodlands” (the "“Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Schedule") annexed hereto as Exhibit 1Seller and Xxxxx Fargo Bank, as such schedule may be amended National Association (“Xxxxx Fargo Bank”), and the Mortgage Loan Seller is only selling to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofrelated Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $22,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans shall take place on August 24June 29, 2004 2017 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $201,800,000, plus (ii) $22,500,000, representing the 34.6% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal be a combination of (i) the portion of the RR Interest transferred to MSBNA pursuant to the RR Interest Transfer Agreement that is allocable to the Mortgage Loans to be sold to the Purchaser by the Mortgage Loan Seller and (ii) a cash amount set forth as on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor $228,443.06 with respect to the Westchester One Mortgage Loan, which has an initial Due Date in August 2017, to be deposited by the Depositor into the Interest Reserve Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund. The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign or by such other method as shall be mutually acceptable to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)parties hereto.

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is March 1, 2012; provided that, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during March 2012 are deemed to have been received on March 1, 2012 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments during or prior to March 2012, whether or not received, of (i) $231,130,332, plus (ii) the 50% pari passu interest of the Seller in the Xx Xxxxxx Hotels & Resorts Portfolio Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Seller and its successors and assigns with a Cut-Off Date balance of $49,875,603. Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH” ) co-originated the Xx Xxxxxx Hotels & Resorts Portfolio Mortgage Loan, which will have an aggregate balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,00899,751,207. The sale of the Mortgage Loans shall take place on August 24March 28, 2004 2012 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”), which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign Notwithstanding anything to the Trustee pursuant contrary contained herein, with respect to the Pooling Xx Xxxxxx Hotels & Resorts Portfolio Mortgage Loan, references to a Mortgage Note herein shall mean solely the Mortgage Note in favor of the Seller and Servicing Agreement all of its right, title successors and interest in and assigns related to the Xx Xxxxxx Hotels & Resorts Portfolio Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15)Loan, and references to a Mortgage Loan shall mean solely the Trustee shall succeed to portion of the Xx Xxxxxx Hotels & Resorts Portfolio Mortgage Loan evidenced by such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)Note.

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofhereof . The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in August 2016 (or, in the month case of any Mortgage Loan that has its first (1st) due date in September 2016, the date that would have been its due date in August 20042016 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to August 2016, whether or not received, of $340,400,008357,124,023. The sale of the Mortgage Loans shall take place on August 2425, 2004 2016 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Bxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

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

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is January 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during January 2015 are deemed to have been due and received on January 1, 2015 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to January 2015, whether or not received, of $340,400,008346,422,268. The sale of the Mortgage Loans shall take place on August 24January 29, 2004 2015 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Seller shall cause to be delivered to the Depositor (i) an amount equal to the aggregate Interest Reserve Initial Deposit with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Reserve Initial Deposit for each such Mortgage Loan represents an amount equal to one day’s interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan and (ii) an amount equal to the aggregate Initial Due Date Loan Initial Deposit, if applicable, with respect to any applicable Mortgage Loan with an initial Due Date in March 2015, to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund which for each such Mortgage Loan shall be an amount equal to 31 days of interest at the related Net Mortgage Rate on the related Stated Principal Balance of such Mortgage Loan as of the Cut-off Date. Any such Interest Reserve Initial Deposit and Initial Due Date Loan Initial Deposit will be allocated and distributed in accordance with the Pooling and Servicing Agreement. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofhereof . The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in August 2016 (or, in the month case of any Mortgage Loan that has its first (1st) due date in September 2016, the date that would have been its due date in August 20042016 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to August 2016, whether or not received, of $340,400,00890,900,000. The sale of the Mortgage Loans shall take place on August 2425, 2004 2016 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Bxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofhereof . The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in February 2016 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date in March 2016, the date that would have been its due date in February 2016 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to February 2016, whether or not received, of $340,400,00865,446,578. The sale of the Mortgage Loans shall take place on August 24February 25, 2004 2016 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, Seller shall cause to be delivered to the Depositor (i) with respect to each Actual/360 Mortgage Loan, an amount equal to one (1) day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date; and (ii) with respect to any Mortgage Loan with an initial Due Date in April 2016, an amount equal to thirty-one (31) days of interest at the related Net Mortgage Rate on the related Stated Principal Balance of such Mortgage Loans as of the Cut-off Date. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

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

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, on a servicing released basissubject to the terms and conditions set forth herein, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofLoans. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans shall take place on August 24March 21, 2004 2006 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans on or before such date, whether or not received, of $171,162,082, subject to a variance of plus or minus 5%. The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal be $170,151,188.11, which purchase price excludes accrued interest and applicable deal expenses. The parties acknowledge that the amount purchase price set forth above is net of an amount equal to the interest that would have accrued on the related Cut-off Date Principal Balance of the Mortgage Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as "Marcus Avenue" during the entire month of December 2005 if it accrued interest for such month at a mortgage interest rate equal to 5.07080% per annum and that such amount shall be transferred on the Closing Date to the applicable Master Servicer for deposit into its Collection Account. The Purchaser shall pay such purchase price price, plus interest accrued on Exhibit 3 hereto. The purchase price shall be paid the Mortgage Loans from the Cut-off Date to the Closing Date and any applicable deal expenses, to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign or by such other method as shall be mutually acceptable to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)parties hereto.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended from time to time prior to the Closing Date to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in Loans and the month of August 2004. The Other Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of approximately $340,400,0084,904,869,086. The sale of the Mortgage Loans shall take place on August 24May 30, 2004 2007 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 heretoin the Bill of Sale. The purchase price shall be paid to the Seller by wire transfer xxxnsfer in immediately available funds on the Closing Date. Notwithstanding anything to the contrary in this Agreement, with respect to the Mortgage Loans originated or acquired by the Seller and subject to defeasance, the Seller shall retain the right to designate and establish the successor borrower and to purchase or cause the purchase on behalf of the related borrower of the related defeasance collateral ("Seller Defeasance Rights and Obligations"). In the event the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan originated or acquired by the Seller and subject to defeasance, the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee. Until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Seller Defeasance Rights and Obligations shall be delivered to the Seller pursuant to the notice provisions of the Pooling and Servicing Agreement. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is August 1, 2014; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of principal and/or interest due thereon during August 20042014 are deemed to have been due and received on August 1, 2014 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to August 2014, whether or not received, of $340,400,008220,816,779. The sale of the Mortgage Loans shall take place on August 2414, 2004 2014 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, on a servicing released basissubject to the terms and conditions set forth herein, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofLoans. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans shall take place on August 24April 13, 2004 2022 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $417,396,822, subject to a variance of plus or minus 5%. The purchase price for the Mortgage Loans shall consist of (i) an amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible) and (ii) in exchange for a reduction in the cash portion of the Purchase Price to be paid by the Purchaser, $19,436,672 of the VRR Interest, in the form of Class RR Certificates, to Barclays Bank PLC. The Mortgage Loan Seller hereby directs the Purchaser to transfer such portion of the VRR Interest directly to Barclays Bank PLC. The Purchaser shall pay such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto. Without limiting the foregoing, the Mortgage Loan Seller acknowledges that the reduction in the cash portion of the purchase price to be paid by the Purchaser (as referenced in clause (ii) above) in exchange for the Mortgage Loans shall equal the Class RR Certificates is $19,123,722.14, and that such amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid with respect to the Class RR Certificates will be remitted by Barclays Bank PLC to the Mortgage Loan Seller by wire transfer in immediately available funds on the Closing Date. On ; provided that the Closing Date, the Purchaser will assign failure of Barclays Bank PLC to the Trustee pursuant to the Pooling and Servicing Agreement all make such remittance shall have no effect on any obligations of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)any party hereto.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, purchase the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. All of the Mortgage Loans are to be sold on a servicing released basis, other than those Mortgage Loans specifically described on the Mortgage Loan Schedule as being sold on a servicing retained basis. The Cut-Off Date with respect to each the Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004Loans shall be January 1, 2001. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off DateDate of $623,573,070, after giving effect to any payments due on or before such datethe Cut-Off Date, whether or not such payments are received, of $340,400,008. The sale of the Mortgage Loans shall take place on August 24January 30, 2004 2001 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The Such purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514 hereof), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 1514 hereof). The Seller hereby agrees that in connection with the release of any Mortgaged Property securing any of the Mortgage Loans identified on the Exhibit 1 hereto as Loan Numbers 35 and 36 (Mendota I & II Loan) or as Loan Numbers 76,77 and 78 (Eckerd Drug Loans) (the "Seller Partial Repayment Premium Loans"), if the Seller receives notice from the related Mortgagor, the Purchaser or the Master Servicer that a borrower has effected such a release without the payment of any Prepayment Premium during a lock-out period, the Seller shall pay such Prepayment Premium which shall be calculated as set forth under the related Mortgage Note, as if such Prepayment Premium were due. On the Closing Date, the Seller agrees to deposit with the Master Servicer, on behalf of the Trust, an amount equal to $47,289 (the "Actual/360 Amount"). This amount shall be held by the Master Servicer, on behalf of the Trust, as security in the event that either of the Mortgagors under the Mortgage Loans identified on the Mortgage Loan Schedule as Loan Numbers 109 (Interchange I, II and III) and 132 (Xxxxxxx Xxxxxxxxx Building) (collectively, the "Non-30/360 Loans") pays principal and interest on an amortization schedule based on a 30/360 day accrual basis, rather than an actual/360 day accrual basis. Upon prepayment or payment in full of a Non-30/360 Loan, the Master Servicer will be required under the Pooling and Servicing Agreement to withdraw any amounts in the Actual/360 Account that are necessary to cause a complete payment of funds that would be due on such date based on an actual/360 accrual basis for such Non-30/360 Loan (based on Exhibit P attached to the Pooling and Servicing Agreement). Any portion of the Actual/360 Amount remaining in the Actual/360 Account (other than any interest income earned thereon by the Master Servicer pursuant to the terms of this Agreement) upon the payment in full of both Non-30/360 Loans shall be remitted by the Master Servicer, pro rata, to the Seller and the Purchaser.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basisbasis (but subject to the designation of Principal Capital Management, LLC as primary servicer (the "Primary Servicer") under the Pooling and Servicing Agreement as enduring Primary Servicer), the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each the loans set forth on Schedule B shall be August 5, 1999; the Cut-Off Date with respect to the remaining Mortgage Loan Loans is such Mortgage Loan's Due Date in the month of August 20041, 1999. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008337,702,158. The sale of the Mortgage Loans shall take place on August 2410, 2004 1999 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The Such purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 1514).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in February 2020 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date after February 2020, the date that would have been its due date in February 2020 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to February 2020, whether or not received, of $340,400,008159,336,759. The sale of the Mortgage Loans shall take place on August 24February 20, 2004 2020 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign Seller shall cause to be delivered to the Trustee pursuant Purchaser with respect to each Actual/360 Mortgage Loan, an amount equal to one (1) day of interest at the Pooling and Servicing Agreement all of its right, title and interest in and to related Net Mortgage Rate on the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)related Cut-off Date Balance.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004November 2007. The Mortgage Loans and the Other Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,00831,724,706. The sale of the Mortgage Loans shall take place on August 24November 29, 2004 2007 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 heretoin the Bill of Sale. The purchase price shall shxxx be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, on a servicing released basissubject to the terms and conditions set forth herein, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofLoans. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans shall take place on August 24September 30, 2004 2014 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans on or before such date, whether or not received, of $45,182,381, subject to a variance of plus or minus 5%. The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the be an amount set forth as on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto. In addition, on the Closing Date. On the Closing Date, the Purchaser will assign Mortgage Loan Seller shall cause to be delivered to the Trustee pursuant Purchaser the aggregate Closing Date Interest Amount with respect to the Pooling and Servicing Agreement all each of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement that has an initial Due Date in November 2014 (which amount shall, in the aggregate, be equal to $35,715.42) (to be remitted by the extent set forth Purchaser to the NCB Master Servicer and thereafter to be remitted by the NCB Master Servicer to the Certificate Administrator to be deposited in Section 15the Distribution Account for the benefit of the Certificateholders), and which Closing Date Interest Amount for each such Mortgage Loan shall represent an amount equal to 30 days of interest at the Trustee shall succeed to related Mortgage Rate on the related Stated Principal Balance of such right, title and interest in and to the Mortgage Loans and as of the Purchaser's rights under this Agreement (to the extent set forth in Section 15)Cut-off Date.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, on a servicing released basissubject to the terms and conditions set forth herein, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofLoans. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans shall take place on August 24November 30, 2004 2020 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $227,732,529. The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth as on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an amount equal to the sum of (i) $168,256.25 in respect of the Grace Building Mortgage Loan and (ii) $11,868.75 in respect of the Arabi Self Storage – Arabi, LA Mortgage Loan, each of which has an initial Due Date after December 2020, to be deposited by the Depositor into the Collection Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund. The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign or by such other method as shall be mutually acceptable to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)parties hereto.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, on a servicing released basissubject to the terms and conditions set forth herein, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofLoans. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans shall take place on August March 24, 2004 2021 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $328,340,000. The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal be a combination of (i) the portion of the RR Interest transferred to MSBNA pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth as on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an amount equal to the sum of (i) $85,374.86 in respect of the Lakeshore Business Center Mortgage Loan, (ii) $55,937.78 in respect of the 12900 I Street Mortgage Loan, (iii) $17,436.73 in respect of the Holiday Acres MHP Mortgage Loan and (iv) $7,361.21 in respect of the 69 Xxxxxxxx Avenue Mortgage Loan, each of which has an initial Due Date after April 2021, to be deposited by the Depositor into the Collection Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund. The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds on or by such other method as shall be mutually acceptable to the Closing Dateparties hereto. On the Closing Date, The Mortgage Loan Seller hereby directs the Purchaser will assign to transfer the Trustee pursuant portion of the RR Interest referenced above directly to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)MSBNA.

Agreement to Purchase. The 27.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each the Mortgage Loan Loans is such Mortgage Loan's Due Date in the month of August 20041, 2006. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of (i) $340,400,0081,471,351,415 plus (ii) the 50% pari passu interest of the Seller in the G&L Portfolio Mortgage Loan, which such pari passu interest is represented by the related Mortgage Note with a Cut-Off Date balance of $71,125,000. Seller and Principal Commercial Funding II, LLC co-originated the G&L Portfolio Mortgage Loan, which will have an aggregate balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $142,250,000. The sale of the Mortgage Loans shall take place on August 2417, 2004 2006 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign Notwithstanding anything to the Trustee pursuant contrary contained herein, with respect to the Pooling and Servicing Agreement all of its rightG&L Portfolio Mortgage Loan, title and interest in and references to a Mortgage Note herein shall mean the Mortgage Note related to the G&L Portfolio Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)Loan.

Agreement to Purchase. (a) The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. (The Cut-Off Date with respect to each Mortgage Loans identified on the Mortgage Loan is such Schedule shall hereinafter be referred to as the "LBHI Mortgage Loan's Due Date in the month of August 2004. Loans.") The LBHI Mortgage Loans will have an aggregate principal balance of $784,188,582.16 (the "LBHI Balance") as of the close of business on the Cut-Off off Date, after giving effect to any payments due on or before such date, date whether or not received, . The LBHI Balance and the First Union Balance (as defined in the First Union Agreement) together equal an aggregate principal balance (the "Initial Pool Balance") of $340,400,0081,305,448,224. The purchase and sale of the LBHI Mortgage Loans shall take place on August 24May 1, 2004 1997 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser consideration for the LBHI Mortgage Loans shall consist of (A) a cash amount equal to 100% of the aggregate principal balance of the LBHI Mortgage Loans, plus (B) interest accrued on each LBHI Mortgage Loan at the related Net Mortgage Rate, for the period from and including the Cut-off Date up to but not including the Closing Date, which cash amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the The Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement Trustee, all of its right, title and interest in and to the LBHI Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)Loans.

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each the Mortgage Loan Loans is such Mortgage Loan's Due Date in the month of August 2004January 1, 2007. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of (i) $340,400,008321,582,198, plus (ii) the 50% pari passu interest of the Seller in the 000 Xxxxx Xxxxxxx Xxxxx Mortgage Loan, which such pari passu interest is represented by the related Mortgage Note with a Cut-Off Date balance of $23,375,000. Seller and Principal Commercial Funding II, LLC co-originated the 000 Xxxxx Xxxxxxx Xxxxx Mortgage Loan, which will have an aggregate balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $46,750,000. The sale of the Mortgage Loans shall take place on August 24January 30, 2004 2007 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign Notwithstanding anything to the Trustee pursuant contrary contained herein, with respect to the Pooling and Servicing Agreement all of its right000 Xxxxx Xxxxxxx Xxxxx Mortgage Loan, title and interest in and references to a Mortgage Note herein shall mean the Mortgage Note related to the 000 Xxxxx Xxxxxxx Xxxxx Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)Loan.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004November 2007. The Mortgage Loans and the Other Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008728,005,936. The sale of the Mortgage Loans shall take place on August 24November 29, 2004 2007 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 heretothe Bill of Sale. The purchase price shall sxxxx be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 1514).

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, on a servicing released basissubject to the terms and conditions set forth herein, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofLoans. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans shall take place on August 24February 10, 2004 2022 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $199,938,556. The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth as on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds on or by such other method as shall be mutually acceptable to the Closing Dateparties hereto. On the Closing Date, the Purchaser will assign Mortgage Loan Seller shall cause to be delivered to the Trustee pursuant Depositor with respect to each Actual/360 Mortgage Loan, an amount equal to two (2) days of interest at the Pooling and Servicing Agreement all of its right, title and interest in and to related Net Mortgage Rate on the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)related Cut-off Date Balance.

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is [DATE]; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during [MONTH] 20[ ] are deemed to have been due and received on [DATE] rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to [MONTH] 20[ ], whether or not received, of $340,400,008[ ]. The sale of the Mortgage Loans shall take place on August 24, 2004 [DATE] or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Bxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bxxx of Sale”). On the Closing Date, the Seller shall cause to be delivered to the Depositor (i) an amount equal to the aggregate Interest Reserve Initial Deposit with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Depositor into the Interest Reserve Account on behalf of the Seller and for the benefit of the Trust, which Interest Reserve Initial Deposit for each such Mortgage Loan represents an amount equal to [ ] days’ interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan and (ii) an amount equal to the aggregate Initial Due Date Loan Initial Deposit, if applicable, with respect to any applicable Mortgage Loan with an initial Due Date in [ ], 20[ ], to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust which for each such Mortgage Loan shall be an amount equal to [ ] days of interest at the related Net Mortgage Rate on the related Stated Principal Balance of such Mortgage Loan as of the Cut-Off Date. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, on a servicing released basissubject to the terms and conditions set forth herein, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofLoans. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans shall take place on August 24February 11, 2004 2021 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $259,652,948. The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth as on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds on or by such other method as shall be mutually acceptable to the Closing Dateparties hereto. On the Closing Date, the Purchaser will assign Mortgage Loan Seller shall cause to be delivered to the Trustee pursuant Depositor with respect to each Actual/360 Mortgage Loan, an amount equal to two (2) days of interest at the Pooling and Servicing Agreement all of its right, title and interest in and to related Net Mortgage Rate on the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)related Cut-off Date Balance.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004June 2006. The Mortgage Loans and the Other Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008394,907,946. The sale of the Mortgage Loans shall take place on August 24June 8, 2004 2006 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser Depositor agrees to purchase, on a servicing released basisthe mortgage loans (the "Mortgage Loans"), the Mortgage Loans identified on the schedule annexed hereto as Exhibit 1 (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004). The Mortgage Loans will be conventional fixed rate one- to four-family residential mortgage loans with original terms to maturity of not more than 30 years from the date of origination and will have an aggregate outstanding principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on or before such date, date whether or not received, of approximately $340,400,008______ (plus or minus 2.5%), or such other amounts acceptable to the Depositor as evidenced by the actual aggregate outstanding principal balance of the Mortgage Loans accepted by the Depositor for deposit into the Trust Fund. The sale of the Mortgage Loans shall take place on August 24or prior to December 22, 2004 1998 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"), subject to the deposit of the Mortgage Loans into the Trust Fund, the issuance of the Certificates and the sale of the Certificates by the Depositor pursuant to the Underwriting Agreement (the "Underwriting Agreement") and Purchase Agreement (the "Purchase Agreement"), each to be entered into among the Depositor, Bank of America, FSB and NationsBanc Montxxxxxx Xxxurities LLC (the "Underwriter"). The purchase price to be paid by the Purchaser for the Mortgage Loans (the "Purchase Price") shall be equal to ___% of the amount set forth aggregate outstanding principal balances thereof as of the close of business on the Cut-off Date, together with interest accrued on such purchase price on Exhibit 3 heretoprincipal balance at a per annum rate equal to [6.25]% from the Cut-off Date to but not including the Closing Date. The purchase price Purchase Price shall be paid to the Seller by wire transfer in immediately available funds on the Closing DateDate by the Depositor, or as otherwise agreed by the Depositor and the Seller. On Pursuant to the Closing Dateterms of the Pooling Agreement, the Purchaser will Depositor shall assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans Loans, and its other rights and obligations under this Agreement (except with respect to the extent set forth in Section 15), its rights to either indemnification or notice) and the Trustee shall succeed to such right, title and interest in and to rights and obligations hereunder of the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)Depositor.

Agreement to Purchase. The Seller agrees From time to selltime during the Agreement Term, and the Purchaser agrees to purchasepurchase and the Seller agrees to sell one or more Loans originated by the Seller pursuant to and in accordance with the terms and conditions of this Agreement. Each such agreement shall be evidenced by a Final Purchase Terms Letter. The sale and transfer of each Loan shall not include the transfer of any servicing rights with respect to any such Loan so long as such Loan is being serviced under the Servicing Agreement. Commencing on the Effective Date, the Seller will offer to the Purchaser each loan being originated by the Seller that is an Eligible Loan approved by the Seller's investment committee after the Effective Date and that the Seller reasonably believes is reasonably likely to meet the requirements of this Agreement and the Guidelines and Manual and otherwise qualifies for sale hereunder. Notwithstanding anything to the contrary contained in this Agreement, the Purchaser acknowledges that the Seller may originate loans (which may be Eligible Loans) to the same Borrower Group with a Single Borrower Group Concentration in excess of the Single Borrower Group Concentration Limit (all of such loans to a single Borrower Group, an "Excess Concentration Loan"). The Seller shall offer a principal amount (determined by the Seller in its sole discretion) of each such Excess Concentration Loan to the Purchaser hereunder up to the Single Borrower Group Concentration Limit. Whether or not the Purchaser purchases any portion of such Excess Concentration Loans, the Purchaser will cooperate reasonably and in good faith with the Seller in permitting the Seller to sell or pool for securitization other Eligible Loans in order to offset the concentration of any such Excess Concentration Loans (or portions thereof) not purchased by the Purchaser. During the Agreement Term, the Purchaser shall not, and shall cause its Affiliates not to, enter into any agreement or series of agreements with any third party to purchase on a flow, volume or repetitive basis, loans of the same or a similar type as the Eligible Loans; provided, however, that the Purchaser shall not be precluded from purchasing individual loans and/or loan pools and/or portfolios of loans (or participations, syndications or certificated interests in such loans) of the same or a similar type as the Eligible Loans and which are not acquired, directly or indirectly, on a servicing released flow or volume basis. In the event that, during any calendar year, the Mortgage Seller offers Eligible Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date this Section 2.01 with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an a proposed aggregate principal balance of less than $1 billion, the Purchaser may, after the end of any such calendar year, provide notice to the Seller that it desires to increase the volume of Eligible Loans to be presented to it under this Agreement and, upon receipt of such notice, the Seller and the Purchaser shall cooperate reasonably and in good faith to increase the volume of Eligible Loans to be presented by the Seller, commencing with the following calendar quarter, including by expanding the loan types that qualify as Eligible Loans. In the event that the Seller is thereafter unable to offer Eligible Loans to the Purchaser during the following three calendar quarters with a proposed aggregate principal balance of at least $1.25 billion, the Purchaser shall be entitled to enter into an agreement with any third party to purchase loans of the close same or similar type as the Eligible Loans, including on a flow and/or volume basis. In addition, in the event that the Purchaser desires to increase the volume of Eligible Loans reasonably expected to be presented to it under this Agreement over a specified period of time, the Purchaser shall submit a proposed business on plan to the Cut-Off DateSeller and, after giving effect upon receipt of such plan, the Seller and the Purchaser shall negotiate reasonably and in good faith to any payments due on or before such date, whether or not received, develop a mutually acceptable business plan to increase the volume of $340,400,008. The sale of Eligible Loans expected to be presented by the Mortgage Loans shall take place on August 24, 2004 or such other date as shall be mutually Seller under this Agreement to a level acceptable to the parties hereto (Purchaser for such specified period, including by expanding the "Closing Date")loan types that qualify as Eligible Loans. The purchase price to be paid by In the event that the Seller and the Purchaser for the Mortgage Loans shall equal the amount set forth as are unable, following reasonable and good faith negotiations over a 45 day period, to agree upon such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Datea business plan, the Purchaser will assign shall be entitled to enter into an agreement with any third party to purchase loans of the Trustee pursuant to same or similar type as the Pooling and Servicing Agreement all of its rightEligible Loans, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)including on a flow and/or volume basis.

Agreement to Purchase. The Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, and the Purchaser agrees to purchasepurchase from the Seller, on a subject to the Seller's transfer of the related servicing released basisrights as provided in the Servicing Rights Purchase Agreement dated as of March 1, 2007 (the "Servicing Rights Purchase Agreement") between the Seller and Capmark Finance Inc. and subject to the terms and conditions set forth herein, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofLoans. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans shall take place on August 24March 16, 2004 2007 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by As of the Purchaser close of business on the respective Due Dates for the Mortgage Loans shall equal in March 2007 (individually and collectively, the amount "Cut-off Date"), the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans on or before the Cut-off Date, whether or not received, as set forth in the Mortgage Loan Schedule attached hereto as Exhibit A. Seller shall sell to Depositor, and Depositor shall purchase from Seller, the Mortgage Loans pursuant to this Agreement for the Mortgage Loan Purchase Price (as defined herein), which includes accrued interest on the Mortgage Loans at their respective Net Mortgage Rates from and including the Cut-off Date to but not including the Closing Date, and the Purchaser shall pay such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller on the Closing Date by wire transfer in immediately available funds on to an account designated by the Closing Date. On the Closing Date, the Purchaser will assign Seller or by such other method as shall be mutually acceptable to the Trustee pursuant parties hereto. The "Mortgage Loan Purchase Price" paid by Depositor shall be equal to the Pooling and Servicing Agreement all of its right, title and interest in and to amount that the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), Depositor and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)Seller have mutually agreed upon.

Agreement to Purchase. The 1.1. Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each the Mortgage Loan Loans is such Mortgage Loan's Due Date in the month of August 2004October 1, 2005. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of (i) $340,400,008466,839,868 plus (ii) the 50% pari passu interest of the Seller in each of the Mortgage Loans identified as (a) the East Towne Mall Mortgage Loan, which such pari passu interest is represented by the Note with a Cut-Off Date balance of $40,000,000 and (b) the West Towne Mall Mortgage Loan, which such pari passu interest is represented by the Note with a Cut-Off Date balance of $56,500,000. Seller and Principal Commercial Funding, LLC co-originated 2 Mortgage Loans, the West Towne Mall Mortgage Loan and the East Towne Mall Mortgage Loan, which will have an aggregate balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $193,000,000. The sale of the Mortgage Loans shall take place on August 24October 28, 2004 2005 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

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

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, on a servicing released basissubject to the terms and conditions set forth herein, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofLoans. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans shall take place on August 24April 4, 2004 2019 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $346,665,593. The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal be a combination of (i) the portion of the RR Interest transferred to MSBNA pursuant to the RR Interest Transfer Agreement that is allocable to the Mortgage Loans to be sold to the Purchaser by the Mortgage Loan Seller and (ii) a cash amount set forth as on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds on or by such other method as shall be mutually acceptable to the Closing Dateparties hereto. On the Closing Date, The Mortgage Loan Seller hereby directs the Purchaser will assign to transfer the Trustee pursuant portion of the RR Interest referenced above directly to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)MSBNA.

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off off Date with respect to the Mortgage Loans is February 1, 2013; provided that, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during January 2013 are deemed to have been received on February 1, 2013 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to February 1, 2013, whether or not received, of $340,400,008309,130,811. The sale of the Mortgage Loans shall take place on August 24February 21, 2004 2013 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”), which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, on a servicing released basissubject to the terms and conditions set forth herein, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofLoans. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans shall take place on August 24September 30, 2004 2020 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $321,196,000. The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal be a combination of (i) the portion of the RR Interest transferred to MSBNA pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth as on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an amount equal to the sum of (i) $18,400.00 in respect of the Storage Xxx Xxxxx Mortgage Loan, (ii) $11,653.33 in respect of the Convenient Self Storage Mortgage Loan and (iii) $10,293.33 in respect of the Store More Self Storage Mortgage Loan, each of which has an initial Due Date in November 2020, to be deposited by the Depositor into the Collection Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund. The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds on or by such other method as shall be mutually acceptable to the Closing Dateparties hereto. On the Closing Date, The Mortgage Loan Seller hereby directs the Purchaser will assign to transfer the Trustee pursuant portion of the RR Interest referenced above directly to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)MSBNA.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each the Mortgage Loan Loans is such Mortgage Loan's Due Date in the month of August 2004February 1, 2007. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,0081,830,126,364. The sale of the Mortgage Loans shall take place on August 24February 28, 2004 2007 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 1514).

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon (i) receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and (ii) delivery to the Certificate Administrator (to be held on behalf of the Mortgage Loan Seller in accordance with Section 5.01 of the Pooling and Servicing Agreement) of the Class VRR Certificates (registered in the name of the Mortgage Loan Seller) with a $21,551,091 initial Certificate Balance and representing 100% of the VRR Interest, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofLoans. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans shall take place on August 24or about December 20, 2004 2019 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by As of the Purchaser for Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $204,173,042, subject to a variance of plus or minus 5%. The cash purchase price of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth as such purchase price on Exhibit 3 heretothe cross receipt between the Mortgage Loan Seller and the Purchaser dated the date hereof (the “Cross Receipt”). The purchase price Class VRR Certificates shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to constitute partial consideration for the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)Loans.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each the Mortgage Loan Loans is such Mortgage Loan's Due Date in the month of August 2004December 1, 2001. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008286,305,581. The sale of the Mortgage Loans shall take place on August 24December 27, 2004 2001 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 1514).

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

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004________ 20___. The Mortgage Loans and the Other Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008____________. The sale of the Mortgage Loans shall take place on August 24________, 2004 20___ or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

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

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004March 2007. The Mortgage Loans and the Other Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008416,431,538. The sale of the Mortgage Loans shall take place on August 24March 29, 2004 2007 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The Seller Section 2.01 of the Existing Purchase Agreement is hereby amended by deleting it in its entirety and replacing it with the following: “Each Company agrees to sell, sell and the each Purchaser agrees to purchase, on a servicing released basis, purchase the Mortgage Loans identified having an aggregate Stated Principal Balance on the schedule (related Cut-off Date set forth in the "Mortgage Loan Schedule") annexed hereto related Term Sheet in an amount as Exhibit 1set forth in the Confirmation, or in such other amount as agreed by such schedule may be amended to reflect Purchaser and such Company as evidenced by the actual aggregate Stated Principal Balance of the Mortgage Loans accepted by such Purchaser on the Purchaser pursuant related Closing Date, with servicing released by such Company. The applicable Company shall deliver the related Mortgage Loan Schedule attached to the terms hereof. The Cut-Off related Term Sheet for the Mortgage Loans to be purchased on the related Closing Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004applicable Purchaser at least two (2) Business Days prior to the related Closing Date. The Mortgage Loans will have an aggregate principal balance as of shall be sold pursuant to this Agreement, and the close of business related Term Sheet shall be executed and delivered on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The sale of the Mortgage Loans shall take place on August 24, 2004 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the related Closing Date. On In addition, each Company agrees to sell and each Purchaser agrees to purchase the Closing Date, rights but not the obligations (which shall remain with the Company and in no event will a Purchaser will assign be liable with respect to the Trustee underlying Interest Rate Protection Agreements) in, to and under a participation interest in an Interest Rate Protection Agreement as set forth on the Term Sheet which shall list the notional amount being participated and identifying the applicable Interest Rate Protection Agreement to which such participation interest relates. Each Purchaser agrees to look solely to the related Company for payment pursuant to the Pooling participation interests transferred hereunder. Any such participation interest shall represent a pro rata and Servicing Agreement all of its right, title and pari passu undivided interest in and to the Mortgage Loans and its rights under this (but not the obligations) of the Interest Rate Protection Agreement (to the extent set forth in Section 15), and of the Trustee shall succeed to such right, title and interest in and to notional amount identified on the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)applicable schedule delivered hereunder.”

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt by the Mortgage Loan Seller (or its designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofLoans. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans shall take place on August 24or about April 21, 2004 2023 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of (i) $83,378,471 plus (ii) $17,500,000, representing the 35.0% pari passu interest of the Mortgage Loan Seller in the Green Acres Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Mortgage Loan Seller and its successors and assigns plus (iii) $22,500,000, representing the 45.0% pari passu interest of the Mortgage Loan Seller in the Great Lakes Crossing Outlets Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Mortgage Loan Seller and its successors and assigns, subject to a variance of plus or minus 5.0%. The purchase price to be paid by the Purchaser for of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to (i) the amount set forth as such purchase price on in (and subject to the adjustments contemplated by) the bill of sale (substantially in the form of Exhibit 3 heretoF to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates and the creation of the RR Interest (the “Bill of Sale”) and (ii) the Class RR Certificates with a $12,658,410 initial Certificate Balance and representing approximately 38.5% of the entire VRR Interest. The purchase price shall Mortgage Loan Seller hereby directs the Purchaser to cause such Class RR Certificates to be paid registered in the name of Deutsche Bank AG, acting through its New York Branch (“DBNY”) and to cause such Class RR Certificates to be delivered to the Seller by wire transfer Certificate Administrator to be held in immediately available funds the Retained Interest Safekeeping Account on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to behalf of DBNY in accordance with the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)Agreement.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004May 2007. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008361,597,849. The sale of the Mortgage Loans shall take place on August 24May 30, 2004 2007 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 heretoin the Bill of Sale. The purchase price shall sxxxx be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, on a servicing released basissubject to the terms and conditions set forth herein, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofLoans. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans shall take place on August 24July 15, 2004 2021 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $184,770,300, subject to a variance of plus or minus 5%. The purchase price for the Mortgage Loans shall consist of (i) an amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible) and (ii) in exchange for a reduction in the cash portion of the Purchase Price to be paid by the Purchaser, $22,208,016 of the VRR Interest, in the form of Class RR Certificates to Barclays Bank PLC. The Mortgage Loan Seller hereby directs the Purchaser to transfer such portion of the VRR Interest directly to Barclays Bank PLC. The Purchaser shall pay such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto. Without limiting the foregoing, the Mortgage Loan Seller acknowledges that the reduction in the cash portion of the purchase price to be paid by the Purchaser (as referenced in clause (ii) above) in exchange for the Mortgage Loans shall equal the Class RR Certificates is $23,606,898.93, and that such amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid with respect to the Class RR Certificates will be remitted by Barclays Bank PLC to the Mortgage Loan Seller by wire transfer in immediately available funds on the Closing Date. On ; provided, that the Closing Date, the Purchaser will assign failure of Barclays Bank PLC to the Trustee pursuant to the Pooling and Servicing Agreement all make such remittance shall have no effect on any obligations of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)any party hereto.

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is [DATE]; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during [MONTH] 20[__] are deemed to have been due and received on [DATE] rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to [MONTH] 20[__], whether or not received, of $340,400,008[_________]. The sale of the Mortgage Loans shall take place on August 24, 2004 [DATE] or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Bxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bxxx of Sale”). On the Closing Date, the Seller shall cause to be delivered to the Depositor (i) an amount equal to the aggregate Interest Reserve Initial Deposit with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Depositor into the Interest Reserve Account on behalf of the Seller and for the benefit of the Issuing Entity, which Interest Reserve Initial Deposit for each such Mortgage Loan represents an amount equal to [_____] days’ interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan and (ii) an amount equal to the aggregate Initial Due Date Loan Initial Deposit, if applicable, with respect to any applicable Mortgage Loan with an initial Due Date in [________] 20[__], to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust which for each such Mortgage Loan shall be an amount equal to [__] days of interest at the related Net Mortgage Rate on the related Stated Principal Balance of such Mortgage Loan as of the Cut-Off Date. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

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

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004March 2007. The Mortgage Loans and the Other Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008193,052,720. The sale of the Mortgage Loans shall take place on August 24March 29, 2004 2007 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004March 2007. The Mortgage Loans and the Other Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008196,684,571. The sale of the Mortgage Loans shall take place on August 24March 29, 2004 2007 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans is February 1, 2014; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each Mortgage Loan is such Mortgage Loan's Due Date in month, the month scheduled payments of August 2004principal and/or interest due thereon during February 2014 are deemed to have been due and received on February 1, 2014 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on during or before such dateprior to February 2014, whether or not received, of $340,400,008670,057,701. The sale of the Mortgage Loans shall take place on August 24February 14, 2004 2014 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”), which purchase price excludes an amount equal to two days’ interest for each Interest Reserve Loan sold by Seller to Purchaser, which amount shall be deposited into the Interest Reserve Account on the Closing Date. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

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

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofhereof . The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in February 2016 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date in March 2016, the date that would have been its due date in February 2016 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to February 2016, whether or not received, of $340,400,00891,506,391. The sale of the Mortgage Loans shall take place on August 24February 25, 2004 2016 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, Seller shall cause to be delivered to the Depositor (i) with respect to each Actual/360 Mortgage Loan, an amount equal to one (1) day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date; and (ii) with respect to any Mortgage Loan with an initial Due Date in April 2016, an amount equal to thirty-one (31) days of interest at the related Net Mortgage Rate on the related Stated Principal Balance of such Mortgage Loans as of the Cut-off Date. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt by the Mortgage Loan Seller (or its designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofLoans. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans shall take place on August 24or about April 14, 2004 2022 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of (i) $292,776,731 plus (ii) $41,520,930, representing the approximately 48.85% pari passu interest of the Mortgage Loan Seller in the 000 Xxxxxxxxx Xxxxxx Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Mortgage Loan Seller and its successors and assigns, subject to a variance of plus or minus 5.0%. The purchase price to be paid by the Purchaser for of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to (i) the amount set forth as such purchase price on in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit 3 heretoF to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”) and (ii) the portion of the VRR Interest with a $16,695,683 initial Certificate Balance and representing approximately 36.5% of the entire VRR Interest. The purchase price shall Mortgage Loan Seller hereby directs the Purchaser to cause such portion of the VRR Interest to be paid registered in the name of the Mortgage Loan Seller and to cause such VRR Interest to be delivered to the Certificate Administrator to be held in the retained Interest Safekeeping Account on behalf of the Mortgage Loan Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to accordance with the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)Agreement.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser Depositor agrees to purchase, the mortgage loans (the "Mortgage Loans"), identified on a servicing released basisthe schedules annexed hereto as Exhibit 1 (the "15 Year Loan Schedule") and Exhibit 2 (the "30 Year Loan Schedule," and together with the 15 Year Loan Schedule, the "Mortgage Loan Schedule"). The Mortgage Loans will be conventional fixed rate one- to four-family residential mortgage loans with original terms to maturity of not more than 15 years from the date of origination, in the case of the Mortgage Loans identified on the schedule 15 Year Loan Schedule (the "Mortgage Loan Schedule15 Year Loans") annexed hereto as Exhibit 1), as such schedule may be amended to reflect and 30 years from the actual date of origination, in the case of the Mortgage Loans accepted by identified on the Purchaser pursuant to 30 Year Loan Schedule (the terms hereof"30 Year Loans"). The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in 15 Year Loans and the month of August 2004. The Mortgage 30 Year Loans will have an aggregate outstanding principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on or before such date, date whether or not received, of approximately $340,400,008__________ (plus or minus 2.5%) and $__________ (plus or minus 2.5%), respectively, or such other amounts acceptable to the Depositor as evidenced by the actual aggregate outstanding principal balance of the 15 Year Loans and 30 Year Loans accepted by the Depositor for deposit into the Trust Fund. The sale of the Mortgage Loans shall take place on August 24or prior to May __, 2004 1998 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"), subject to the deposit of the Mortgage Loans into the Trust Fund, the issuance of the Certificates and the sale of the Certificates by the Depositor pursuant to the Underwriting Agreement (the "Underwriting Agreement") and Purchase Agreement (the "Purchase Agreement"), each to be entered into among the Depositor, Bank of America, FSB and Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation (the "Underwriter"). The purchase price to be paid by the Purchaser for the Mortgage 15 Year Loans shall equal (the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price "15 Year Loan Purchase Price") shall be paid equal to _____% of the Seller by wire transfer in immediately available funds aggregate outstanding principal balances thereof as of the close of business on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).Cut-off

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, sub-servicing agreements in existence as of the Closing Date and the servicing rights purchase agreement, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each the Mortgage Loan Loans is such Mortgage Loan's Due Date in the month of August 2004February 1, 2007. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008394,318,700. The sale of the Mortgage Loans shall take place on August 24February 28, 2004 2007 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 1514).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each the Mortgage Loan Loans is such Mortgage Loan's Due Date in the month of August 2004December 1, 2001. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008287,858,700. The sale of the Mortgage Loans shall take place on August 24December 27, 2004 2001 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 1514), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 1514).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser Depositor agrees to purchase, on a servicing released basisthe mortgage loans (the "Mortgage Loans"), the Mortgage Loans identified on the schedule annexed hereto as Exhibit 1 (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004). The Mortgage Loans will be conventional fixed rate one- to four-family residential mortgage loans with original terms to maturity of not more than 30 years from the date of origination and will have an aggregate outstanding principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on or before such date, date whether or not received, of approximately $340,400,008_________ plus or minus 2.5%), or such other amounts acceptable to the Depositor as evidenced by the actual aggregate outstanding principal balance of the Mortgage Loans accepted by the Depositor for deposit into the Trust Fund. The sale of the Mortgage Loans shall take place on August 24or prior to November 20, 2004 1998 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"), subject to the deposit of the Mortgage Loans into the Trust Fund, the issuance of the Certificates and the sale of the Certificates by the Depositor pursuant to the Underwriting Agreement (the "Underwriting Agreement") and Purchase Agreement (the "Purchase Agreement"), each to be entered into among the Depositor, Bank of America, FSB and Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation (the "Underwriter"). The purchase price to be paid by the Purchaser for the Mortgage Loans (the "Purchase Price") shall be equal to _______ % of the amount set forth aggregate outstanding principal balances thereof as of the close of business on the Cut-off Date, together with interest accrued on such purchase price on Exhibit 3 heretoprincipal balance at a per annum rate equal to ____% from the Cut-off Date to but not including the Closing Date. The purchase price Purchase Price shall be paid to the Seller by wire transfer in immediately available funds on the Closing DateDate by the Depositor, or as otherwise agreed by the Depositor and the Seller. On Pursuant to the Closing Dateterms of the Pooling Agreement, the Purchaser will Depositor shall assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans Loans, and its other rights and obligations under this Agreement (except with respect to the extent set forth in Section 15), its rights to either indemnification or notice) and the Trustee shall succeed to such right, title and interest in and to rights and obligations hereunder of the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)Depositor.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans Loan identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans Loan accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance of $787,000,000 (the "Initial LUBS Pool Balance") as of the close of business on the Cut-Off off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans Loan shall take place on August 24February 27, 2004 2007 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser consideration for the Mortgage Loans Loan shall consist of a cash amount equal to a percentage (mutually agreed upon by the parties hereto) of the Initial LUBS Pool Balance, plus interest accrued on the Mortgage Loan at the related Mortgage Rate (net of the related Administrative Cost Rate), for the period from and including February 11, 2007 up to but not including the Closing Date, which cash amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date. On The parties hereto acknowledge that the Closing DateMortgage Loans consist of: (i) the Westfield San Francisco Emporium Trust Mortgage Loan, (ii) the Purchaser will assign to International Square Trust Mortgage Loan, and (iii) the Trustee pursuant to Tishman Speyer DC Portfolio I Trust Mortgage Loan, in each case as defined in the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)Agreement.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004November 2007. The Mortgage Loans and the Other Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,00831,724,706. The sale of the Mortgage Loans shall take place on August 24November 29, 2004 2007 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 heretoin the Bill of Sale. The purchase price shall sxxxx be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, on a servicing released basissubject to the terms and conditions set forth herein, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofLoans. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,008. The purchase and sale of the Mortgage Loans shall take place on August 24June 25, 2004 2020 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $225,250,000, subject to a variance of plus or minus 5%. The purchase price for the Mortgage Loans shall consist of (i) an amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible) and (ii) in exchange for a reduction in the cash portion of the Purchase Price to be paid by the Purchaser, $18,419,322.17 of the VRR Interest, in the form of Class RR Certificates, to Barclays Bank PLC. The Mortgage Loan Seller hereby directs the Purchaser to transfer such portion of the VRR Interest directly to Barclays Bank PLC. The Purchaser shall pay such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto. Without limiting the foregoing, the Mortgage Loan Seller acknowledges that the reduction in the cash portion of the purchase price to be paid by the Purchaser (as referenced in clause (ii) above) in exchange for the Mortgage Loans shall equal the Class RR Certificates is $19,482,798.57, and that such amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid with respect to the Class RR Certificates will be remitted by Barclays Bank PLC to the Mortgage Loan Seller by wire transfer in immediately available funds on the Closing Date. On ; provided, that the Closing Date, the Purchaser will assign failure of Barclays Bank PLC to the Trustee pursuant to the Pooling and Servicing Agreement all make such remittance shall have no effect on any obligations of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15)any party hereto.

Agreement to Purchase. The 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "“Mortgage Loan Schedule"”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereofhereof . The Cut-Off off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan's Due Date Loan in February 2016 (or, in the month case of August 2004any Mortgage Loan that has its first (1st) due date in March 2016, the date that would have been its due date in February 2016 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off off Date, after giving effect to any payments due on during or before such dateprior to February 2016, whether or not received, of $340,400,008466,048,750. The sale of the Mortgage Loans shall take place on August 24February 25, 2004 2016 or such other date as shall be mutually acceptable to the parties hereto (the "“Closing Date"”). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price on in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, Seller shall cause to be delivered to the Depositor (i) with respect to each Actual/360 Mortgage Loan, an amount equal to one (1) day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date; and (ii) with respect to any Mortgage Loan with an initial Due Date in April 2016, an amount equal to thirty-one (31) days of interest at the related Net Mortgage Rate on the related Stated Principal Balance of such Mortgage Loans as of the Cut-off Date. The purchase price shall be paid to the Seller by wire transfer in immediately available funds on the Closing Date. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of August 2004May 2007. The Mortgage Loans and the Other Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $340,400,0081,345,579,291. The sale of the Mortgage Loans shall take place on August 24May 30, 2004 2007 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price on Exhibit 3 heretothe Bill of Sale. The purchase price shall sxxxx be paid to the Seller by wire transfer in immediately available funds on the Closing Date. Notwithstanding anything to the contrary in this Agreement, with respect to the Mortgage Loans originated or acquired by the Seller and subject to defeasance, the Seller shall retain the right to designate and establish the successor borrower and to purchase or cause the purchase on behalf of the related borrower of the related defeasance collateral ("Seller Defeasance Rights and Obligations"). In the event the applicable Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan originated or acquired by the Seller and subject to defeasance, the applicable Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Seller or its assignee. Until such time as the Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with Seller Defeasance Rights and Obligations shall be delivered to the Seller pursuant to the notice provisions of the Pooling and Servicing Agreement. On the Closing Date, the Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).