Common use of Agreement to Purchase Clause in Contracts

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 (the "Merrill Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6, 2004 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.5035% of the Merrill Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,730, which amount represents the amount of interest accrued on the Merrill Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 301,233,846 (the "Merrill PNC Bank Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill PNC Bank Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 1,737,992,952 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6June 29, 2004 2005 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.5035103.5079% of the Merrill PNC Bank Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,7301,259,951, which amount represents the amount of interest accrued on the Merrill PNC Bank Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. The Purchaser hereby directs the Seller to deliver, and the Seller shall deliver, the Closing Date Deposit (in the amount of $218,782.09) to the Master Servicer on the Closing Date. The Closing Date Deposit shall be delivered to the account specified by the Master Servicer by wire transfer of immediately available funds.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 979,944,449 (the "Merrill Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 1,737,992,952 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6June 29, 2004 2005 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.5035102.9496% of the Merrill Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,7303,999,190, which amount represents the amount of interest accrued on the Merrill Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. The Purchaser hereby directs the Seller to deliver, and the Seller shall deliver, the Closing Date Deposit (in the amount of $365,172.54) to the Master Servicer on the Closing Date. The Closing Date Deposit shall be delivered to the account specified by the Master Servicer by wire transfer of immediately available funds.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 175,769,366 (the "Merrill Bank of America Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Bank of America Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6, 2004 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.5035101.4330% of the Merrill Bank of America Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,730134,825, which amount represents the amount of interest accrued on the Merrill Bank of America Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 116,393,908 (the "Merrill KeyBank Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill KeyBank Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6, 2004 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.5035100.9775% of the Merrill KeyBank Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,73088,254, which amount represents the amount of interest accrued on the Merrill KeyBank Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 889,016,935 (the "Merrill “Nomura Mortgage Loan Balance"”) (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Nomura Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "“Cut-off Off Date Pool Balance"”) of $979,850,322 5,845,468,231 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 623, 2004 2007, or such other date as shall be mutually acceptable to the parties to this Agreement (the "“Closing Date"”). The consideration (the "“Aggregate Purchase Consideration"Price”) for the Mortgage Loans shall be equal to (i) 102.5035100.76% of the Merrill Nomura Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,7303,245,254, which amount represents the amount of interest accrued on the Merrill Nomura Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 820,226,763 (the "Merrill “BCRE Mortgage Loan Balance"”) (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill BCRE Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "“Cut-off Off Date Pool Balance"”) of $979,850,322 5,845,468,231 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 623, 2004 2007, or such other date as shall be mutually acceptable to the parties to this Agreement (the "“Closing Date"”). The consideration (the "“Aggregate Purchase Consideration"Price”) for the Mortgage Loans shall be equal to (i) 102.5035102.54% of the Merrill BCRE Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,7303,135,374, which amount represents the amount of interest accrued on the Merrill BCRE Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 456,814,657 (the "Merrill Countrywide Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Countrywide Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 1,737,992,952 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6June 29, 2004 2005 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.5035105.1066% of the Merrill Countrywide Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,7301,981,649, which amount represents the amount of interest accrued on the Merrill Countrywide Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. The Purchaser hereby directs the Seller to deliver, and the Seller shall deliver, the Closing Date Deposit (in the amount of $8,444.76) to the Master Servicer on the Closing Date. The Closing Date Deposit shall be delivered to the account specified by the Master Servicer by wire transfer of immediately available funds.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 4,136,224,533 (the "Merrill “Wachovia Mortgage Loan Balance"”) (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Wachovia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "“Cut-off Off Date Pool Balance"”) of $979,850,322 5,845,468,231 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 623, 2004 2007, or such other date as shall be mutually acceptable to the parties to this Agreement (the "“Closing Date"”). The consideration (the "“Aggregate Purchase Consideration"Price”) for the Mortgage Loans shall be equal to (i) 102.5035100.39% of the Merrill Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,73014,917,767, which amount represents the amount of interest accrued on the Merrill Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 796,387,881 (the "Merrill Wachovia Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Wachovia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 952,783,999 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6August 27, 2004 2003 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.503598.33% of the Merrill Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,7302,983,222, which amount represents the amount of interest accrued on the Merrill Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 897,454,002 (the "Merrill Nomura Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Nomura Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 4,229,859,030 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6March 7, 2004 2006, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035% of the Merrill Nomura Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730838,472, which amount represents the amount of interest accrued on the Merrill Nomura Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The 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, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 (the "Merrill Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 (subject to a variance of plus or minus 5%)Loans. The purchase and sale of the Mortgage Loans shall take place on May 6or about December 12, 2004 2019 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "“Closing Date"”). The consideration (As of the "Purchase Consideration") 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 $502,864,115, subject to a variance of plus or minus 5.0%. The 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 (i) 102.5035the 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 RR Interest with a $12,200,000 RR Interest Balance representing approximately 32.1% of the Merrill aggregate of the Class RR Certificates (by Certificate Balance) and the RR Interest. The Mortgage Loan Balance as of Seller hereby directs the Cut-off Date, plus (ii) $526,730, which amount represents Purchaser to transfer the amount of interest accrued on the Merrill Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up RR Interest directly to but not including the Closing Date. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing DateXxxxxxx Sachs Bank USA.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 462,636,009 (the "Merrill Wachovia Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Wachovia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 875,069,993 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6November 12, 2004 2002 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035__% of the Merrill Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730909,330, which amount represents the amount of interest accrued on the Merrill Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 278,709,450 (the "Merrill “Artesia Mortgage Loan Balance"”) (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Artesia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "“Cut-off Off Date Pool Balance"”) of $979,850,322 3,275,616,483 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6October 27, 2004 2005 or such other date as shall be mutually acceptable to the parties to this Agreement (the "“Closing Date"”). The consideration (the "“Aggregate Purchase Consideration"Price”) for the Mortgage Loans shall be equal to (i) 102.503599.43% of the Merrill Artesia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,7301,116,876, which amount represents the amount of interest accrued on the Merrill Artesia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 139,726,666 (the "Merrill Citigroup Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Citigroup Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 1,076,652,064 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6July 8, 2004 2004, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035% of the Merrill Citigroup Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730148,150, which amount represents the amount of interest accrued on the Merrill Citigroup Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 1,069,116,736 (the "Merrill Wachovia Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Wachovia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 1,290,099,569 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6February 26, 2004 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035% of the Merrill Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,7304,150,842, which amount represents the amount of interest accrued on the Merrill Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance as of $687,687,048 the close of business on the Cut-off Date (the "Merrill Seller Mortgage Loan Balance") of $1,052,893,575 (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date), after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Seller Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 2,238,772,692 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6November 21, 2004 2006 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal consist of a cash amount, payable in immediately available funds, as reflected on the settlement statement agreed to (i) 102.5035% of by the Merrill Mortgage Loan Balance as of Seller and the Cut-off Date, plus (ii) $526,730Purchaser, which amount represents the amount of shall include interest accrued on the Merrill Seller Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. (exclusive, in the case of any Mortgage Loan with its first due date in January 2007, of one month's interest at the related Mortgage Rate). The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 277,360,766 (the "Merrill PNC Bank Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill PNC Bank Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 2,489,838,695 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 625, 2004 2006 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.503597.71508% of the Merrill PNC Bank Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,7301,069,729, which amount represents the amount of interest accrued on the Merrill PNC Bank Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 682,008,272 (the "Merrill CGMRC Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill CGMRC Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 1,185,741,012 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6June 24, 2004 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be consist of (A) an amount equal to (i) 102.503598.862% of the Merrill CGMRC Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,7302,351,741, which amount represents the amount of interest accrued on the Merrill CGMRC Mortgage Loan Balance at at, in the case of the portion thereof attributable to each Mortgage Loan, the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date; and (B) a 100% Percentage Interest in the Class Y-I Certificates. The cash component of the Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance as of $687,687,048 the close of business on the Cut-off Date (the "Merrill Seller Mortgage Loan Balance") of $905,040,675 (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date), after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Seller Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 2,238,772,692 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6November 21, 2004 2006 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal consist of a cash amount, payable in immediately available funds, as reflected on the settlement statement agreed to (i) 102.5035% of by the Merrill Mortgage Loan Balance as of Seller and the Cut-off Date, plus (ii) $526,730Purchaser, which amount represents the amount of shall include interest accrued on the Merrill Seller Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 201,543,913 (the "Merrill LaSalle Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill LaSalle Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 728,324,739 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6February 25, 2004 2002 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035103.61% of the Merrill LaSalle Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730966,197, which amount represents the amount of interest accrued on the Merrill LaSalle Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The 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, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 (the "Merrill Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 (subject to a variance of plus or minus 5%)Loans. The purchase and sale of the Mortgage Loans shall take place on May 6or about April 21, 2004 2023 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "“Closing Date"”). The consideration (As of the "Purchase Consideration") 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 $144,972,500, subject to a variance of plus or minus 5.0%. The 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 (i) 102.5035the amount set forth in (and subject to the adjustments contemplated by) the bill 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 “Bill of Sale”) and (ii) the portion of the RR Interest with a $7,248,625 initial RR Interest Balance and representing approximately 22.1% of the Merrill entire VRR Interest. The Mortgage Loan Balance as Seller hereby directs the Purchaser to transfer such portion of the Cut-off Date, plus (ii) $526,730, which amount represents the amount of interest accrued on the Merrill Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up RR Interest directly to but not including the Closing Date. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing DateJPMCB.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 713,275,157 (the "Merrill Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 1,055,546,925 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6November 20, 2004 2003 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (A) (i) 102.5035100.84767% of the Merrill Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,7302,018,263, which amount represents the amount of interest accrued on the Merrill Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date, less (B) the principal amounts or percentage interests of the Certificates set forth on Exhibit B attached hereto (collectively, the "Retained Certificates"). The Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 2,937,164,689 (the "Merrill Wachovia Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Wachovia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 3,663,837,892 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6August 23, 2004 2005, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035% of the Merrill Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,7309,620,846, which amount represents the amount of interest accrued on the Merrill Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 406,157,047 (the "Merrill KeyBank Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill KeyBank Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 1,841,447,787 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6June 28, 2004 2006 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.503597.78243% of the Merrill KeyBank Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,7301,747,597, which amount represents the amount of interest accrued on the Merrill KeyBank Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. The Purchaser hereby directs the Seller to deliver, and the Seller shall deliver, the Closing Date Deposit (in the amount of $101,620) to the applicable Master Servicer on the Closing Date. The Closing Date Deposit shall be delivered to the account specified by the applicable Master Servicer by wire transfer of immediately available funds.

Agreement to Purchase. (a) The Seller agrees to sell, and the Purchaser agrees to purchase, the CMB Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual CMB Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The CMB Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 530,134,859.35 (the "Merrill Mortgage Loan CMB Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, date whether or not such payments are received. The Merrill Mortgage Loan CMB Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Initial Pool Balance") of $979,850,322 1,181,484,821 (subject to a variance of plus or minus 5%). The purchase and sale of the CMB Mortgage Loans shall take place on May 624, 2004 1999 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the CMB Mortgage Loans shall be consist of a cash amount equal to the sum of (i) 102.5035100.7991384% of the Merrill Mortgage Loan CMB Balance as of the Cut-off Off Date, plus (ii) $526,730, which amount represents the amount of interest accrued on the Merrill Mortgage Loan CMB Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing DateDate in the amount of $1,432,559.32, less fees and expenses payable by the Seller. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. The Purchaser will assign to the Trustee, all of its right, title and interest in and to the CMB Mortgage Loans.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 118,334,011.44 (the "Merrill PNC Bank Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill PNC Bank Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 1,030,490,079 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6December 22, 2004 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be consist of an amount equal to (i) 102.5035103.1559% of the Merrill PNC Bank Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,730365,797.90, which amount represents the amount of interest accrued on the Merrill PNC Bank Mortgage Loan Balance at at, in the case of the portion thereof attributable to each Mortgage Loan, the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The cash component of the Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. The Purchaser hereby directs the Seller to deliver, and the Seller shall deliver, the Closing Date Deposit (in the amount of $19,147.67) to the Master Servicer on the Closing Date. The Closing Date Deposit shall be delivered to the account specified by the Master Servicer by wire transfer of immediately available funds.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 620,438,032 (the "Merrill Bank of America Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Bank of America Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 1,308,278,729 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6March 30, 2004 2001 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035108.85% of the Merrill Bank of America Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,7304,097,743, which amount represents the amount of interest accrued on the Merrill Bank of America Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date (net of the amount of accrued interest on the Class A-2F Regular Interest applicable to the Seller for the period from and including the Cut-Off Date up to but not including the Closing Date). The Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. (a) The Seller agrees to sell, and the Purchaser agrees to purchase, the FUNB Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual FUNB Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The FUNB Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 $ (the "Merrill Mortgage Loan FUNB Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, date whether or not such payments are received. The Merrill Mortgage Loan FUNB Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Initial Pool Balance") of $979,850,322 776,325,806 (subject to a variance of plus or minus 5%). The purchase and sale of the FUNB Mortgage Loans shall take place on May 611, 2004 2000 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the FUNB Mortgage Loans shall be consist of a cash amount equal to (i) 102.5035[ ]% of the Merrill Mortgage Loan FUNB Balance as of the Cut-off Off Date, plus (ii) $526,730, which amount represents the amount of interest accrued on the Merrill Mortgage Loan FUNB Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing DateDate in the amount of $[ ], less fees and expenses payable by the Seller. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. The Purchaser will assign to the Trustee, all of its right, title and interest in and to the FUNB Mortgage Loans.

Agreement to Purchase. The 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, subject to the terms and conditions set forth herein, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 (the "Merrill Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 (subject to a variance of plus or minus 5%)Loans. The purchase and sale of the Mortgage Loans shall take place on May 6March 21, 2004 2006 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.5035% of the Merrill Mortgage Loan Balance as 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 (ii) or minus 5%. The purchase price for the Mortgage Loans shall be $526,730170,151,188.11, which purchase price excludes accrued interest and applicable deal expenses. The parties acknowledge that the purchase price set forth above is net of an amount represents 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 of 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, plus interest accrued on the Merrill Mortgage Loan Balance at the related Net Mortgage Rate for the period Loans from and including the Cut-off Date up to but not including the Closing Date. The Purchase Consideration shall be paid Date and any applicable deal expenses, to the Mortgage Loan Seller or its designee 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.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 230,108,553 (the "Merrill PNC BANK Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill PNC BANK Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 3,878,244,727 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6November 15, 2004 2005 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be consist of an amount equal to (i) 102.503598.6072% of the Merrill PNC BANK Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,730468,040, which amount represents the amount of interest accrued on the Merrill PNC BANK Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 758,734,492 (the "Merrill Countrywide Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Countrywide Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 2,145,926,360 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6April 12, 2004 2007 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.5035101.60048% of the Merrill Countrywide Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,7301,353,029.08, which amount represents the amount of interest accrued on the Merrill Countrywide Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 874,784,080 (the "Merrill MLML Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill MLML Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 2,435,364,704 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6August 28, 2004 2007 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.503598.47608631698830% of the Merrill MLML Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,7304,126,901, which amount represents the amount of interest accrued on the Merrill MLML Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 889,005,476 (the "Merrill Countrywide Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Countrywide Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 2,141,833,152 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6March 30, 2004 2006 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.503599.9066% of the Merrill Countrywide Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,7304,159,702, which amount represents the amount of interest accrued on the Merrill Countrywide Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 359,709,282 (the "Merrill Artesia Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Artesia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 2,785,502,677 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6June 13, 2004 2007 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.503598.7175% of the Merrill Artesia Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,730686,492, which amount represents the amount of interest accrued on the Merrill Artesia Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 601,104,228 (the "Merrill First Union Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill First Union Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 978,559,069 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6December 20, 2004 2001 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (A) (i) 102.5035102.36% of the Merrill First Union Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,7302,261,575, which amount represents the amount of interest accrued on the Merrill First Union Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date, less (B) the principal amounts or percentage interests of the Certificates set forth on Exhibit B attached hereto (collectively, the "Retained Certificates"). The Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, and the Purchaser agrees to purchasepurchase from the Seller, subject to the Seller's transfer of the related servicing rights 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 Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 (the "Merrill Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 (subject to a variance of plus or minus 5%)Loans. The purchase and sale of the Mortgage Loans shall take place on May 6June 30, 2004 2006 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (As of the "Purchase Consideration") close of business on the respective Due Dates for the Mortgage Loans shall be equal to in June 2006 (i) 102.5035% individually and collectively, the "Cut-off Date"), the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Merrill Mortgage Loan Balance as of Loans on or before the Cut-off Date, plus 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 (ii) $526,730as defined herein), which amount represents the amount of includes accrued interest accrued on the Merrill Mortgage Loan Balance Loans at the related their respective Net Mortgage Rate for the period Rates from and including the Cut-off Date up to but not including the Closing Date. The Purchase Consideration , and the Purchaser shall be paid pay such purchase price to the Seller or its designee on the Closing Date by wire transfer in immediately available funds on to an account designated by the Closing DateSeller or by such other method as shall be mutually acceptable to the parties hereto. The "Mortgage Loan Purchase Price" paid by Depositor shall be equal to the amount that the Depositor and the Seller have mutually agreed upon.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 506,080,226 (the "Merrill Eurohypo Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Eurohypo Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 2,809,835,146 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6November 14, 2004 2007 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.5035approximately 101.00766% of the Merrill Eurohypo Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,7301,170,017.73, which amount represents the amount of interest accrued on the Merrill Eurohypo Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 671,952,013 (the "Merrill Wachovia Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Wachovia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 1,200,914,923 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6July 1, 2004 2003, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035109.4702% of the Merrill Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730748,230, which amount represents the amount of interest accrued on the Merrill Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 76,895,694 (the "Merrill Citigroup Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Citigroup Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 1,041,488,309 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6April 30, 2004 2004, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035% of the Merrill Citigroup Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730341,448, which amount represents the amount of interest accrued on the Merrill Citigroup Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 214,877,938 (the "Merrill “Artesia Mortgage Loan Balance"”) (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Artesia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "“Cut-off Off Date Pool Balance"”) of $979,850,322 2,001,923,624 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6March 30, 2004 2006, or such other date as shall be mutually acceptable to the parties to this Agreement (the "“Closing Date"”). The consideration (the "“Aggregate Purchase Consideration"Price”) for the Mortgage Loans shall be equal to (i) 102.5035% of the Merrill Artesia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,7301,020,241, which amount represents the amount of interest accrued on the Merrill Artesia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing DateDate but does not include any deduction for any fees and/or expenses incurred in connection with this transaction. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 428,429,428 (the "Merrill Artesia Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Artesia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 4,229,859,030 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6March 7, 2004 2006, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035% of the Merrill Artesia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730410,206, which amount represents the amount of interest accrued on the Merrill Artesia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 2,502,246,885 (the "Merrill “Wachovia Mortgage Loan Balance"”) (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Wachovia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "“Cut-off Off Date Pool Balance"”) of $979,850,322 3,595,196,701 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6October 31, 2004 2006, or such other date as shall be mutually acceptable to the parties to this Agreement (the "“Closing Date"”). The consideration (the "“Aggregate Purchase Consideration"Price”) for the Mortgage Loans shall be equal to (i) 102.5035102.25% of the Merrill Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,73012,484,841, which amount represents the amount of interest accrued on the Merrill Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing DateDate but does not include any deduction for any fees and/or expenses incurred in connection with this transaction. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 451,866,776 (the "Merrill Wachovia Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Wachovia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 1,082,600,757 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6July 11, 2004 2002 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (A) (i) 102.5035107.64% of the Merrill Wachovia Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,730927,714, which amount represents the amount of interest accrued on the Merrill Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date, less (B) the principal amounts or percentage interests of the Certificates set forth on Exhibit B attached hereto (collectively, the "Retained Certificates"). The Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 81,518,000 (the "Merrill Artesia Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Artesia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 3,823,853,069 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6June 28, 2004 2007, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035% of the Merrill Artesia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730357,032, which amount represents the amount of interest accrued on the Merrill Artesia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 639,859,272 (the "Merrill Nomura Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Nomura Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 3,079,909,568 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6August 23, 2004 2006, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035% of the Merrill Nomura Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,7302,462,554, which amount represents the amount of interest accrued on the Merrill Nomura Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing DateDate but does not reflect any deduction for any fees and/or expenses incurred in connection with this transaction. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance as of $687,687,048 the close of business on the Cut-off Date (the "Merrill Initial Aggregate Mortgage Loan Balance") of $1,911,069,414 (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date), after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Initial Aggregate Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Initial Pool Balance") of $979,850,322 4,756,049,404 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6July 31, 2004 2007 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal consist of a cash amount, payable in immediately available funds, as reflected on the settlement statement agreed to (i) 102.5035% of by the Merrill Mortgage Loan Balance as of Seller and the Cut-off Date, plus (ii) $526,730Purchaser, which amount represents the amount of shall include interest accrued on the Merrill Mortgage Loan Balance at the related Net Mortgage Rate Loans for the period from and including the Cut-off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. The Seller hereby irrevocably directs the Purchaser to deliver to and deposit with the Certificate Administrator or the applicable Master Servicer, as appropriate in accordance with the Pooling and Servicing Agreement, that portion of the Aggregate Purchase Price equal to the sum of the Initial Deposits for those Mortgage Loans, if any, that constitute Initial Deposit Trust Mortgage Loans.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 639,286,752 (the "Merrill Nomura Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Nomura Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 3,602,123,586 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6August 22, 2004 2007, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035% of the Merrill Nomura Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,7302,247,264, which amount represents the amount of interest accrued on the Merrill Nomura Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 202,677,632 (the "Merrill Citigroup Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Citigroup Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 1,200,914,923 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6July 1, 2004 2003, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035109.4867% of the Merrill Citigroup Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730229,580, which amount represents the amount of interest accrued on the Merrill Citigroup Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 219,908,499 (the "Merrill KeyBank Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill KeyBank Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 1,115,140,373 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6September 29, 2004 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.5035104.4634% of the Merrill KeyBank Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,730954,565, which amount represents the amount of interest accrued on the Merrill KeyBank Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 144,442,493 (the "Merrill Nomura Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Nomura Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 891,768,535 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6April 10, 2004 2003, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035% of the Merrill Nomura Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730205,700, which amount represents the amount of interest accrued on the Merrill Nomura Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 55,004,579 (the "Merrill GECC Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill GECC Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 948,772,134 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6June 12, 2004 2008 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.503593.898160626% of the Merrill GECC Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,73098,422.38, which amount represents the amount of interest accrued on the Merrill GECC Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 84,882,959 (the "Merrill Eurohypo Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Eurohypo Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 1,041,488,309 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6April 30, 2004 2004, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035% of the Merrill Eurohypo Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730343,078, which amount represents the amount of interest accrued on the Merrill Eurohypo Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance as of $687,687,048 the close of business on the Cut-off Date (the "Merrill Seller Mortgage Loan Balance") of $280,838,443 (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date), after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Seller Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 2,238,772,692 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6November 21, 2004 2006 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal consist of a cash amount, payable in immediately available funds, as reflected on the settlement statement agreed to (i) 102.5035% of by the Merrill Mortgage Loan Balance as of Seller and the Cut-off Date, plus (ii) $526,730Purchaser, which amount represents the amount of shall include interest accrued on the Merrill Seller Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 423,678,518 (the "Merrill KeyBank Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill KeyBank Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 2,435,364,704 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6August 28, 2004 2007 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.503595.75401224042600% of the Merrill KeyBank Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,7301,864,939, which amount represents the amount of interest accrued on the Merrill KeyBank Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 1,724,818,243 (the "Merrill “Wachovia Mortgage Loan Balance"”) (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Wachovia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "“Cut-off Off Date Pool Balance"”) of $979,850,322 2,723,531,640 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6March 30, 2004 2005, or such other date as shall be mutually acceptable to the parties to this Agreement (the "“Closing Date"”). The consideration (the "“Aggregate Purchase Consideration"Price”) for the Mortgage Loans shall be equal to (i) 102.5035100.63% of the Merrill Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,7307,617,191, which amount represents the amount of interest accrued on the Merrill Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 203,248,680 (the "Merrill Mortgage KeyBankMortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill KeyBank Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 1,055,546,925 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6November 20, 2004 2003 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (A) (i) 102.5035101.47516% of the Merrill KeyBank Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,730600,758, which amount represents the amount of interest accrued on the Merrill KeyBank Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date, less (B) the principal amounts or percentage interests of the Certificates set forth on Exhibit B attached hereto (collectively, the "Retained Certificates"). The Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The 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, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 (the "Merrill Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 (subject to a variance of plus or minus 5%)Loans. The purchase and sale of the Mortgage Loans shall take place on May 6or about April 30, 2004 2019 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "“Closing Date"”). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.5035% of the Merrill Mortgage Loan Balance as 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) $463,830,666, subject to a variance of plus or minus 5.0%, plus (ii) $526,73017,500,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Fairfax Multifamily Portfolio Mortgage Loan, which amount represents pari passu interest is represented by the related Mortgage Notes held by the Mortgage Loan Seller and being sold hereunder. The 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 of interest accrued set forth on the Merrill cross receipt between the Mortgage Loan Balance at Seller and the related Net Mortgage Rate for Purchaser dated the period from and including date hereof (the Cut-off Date up to but not including the Closing Date. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date“Cross Receipt”).

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 403,657,154 (the "Merrill “Countrywide Mortgage Loan Balance"”) (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Countrywide Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "“Cut-off Off Date Pool Balance"”) of $979,850,322 2,723,531,640 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6March 30, 2004 2005, or such other date as shall be mutually acceptable to the parties to this Agreement (the "“Closing Date"”). The consideration (the "“Aggregate Purchase Consideration"Price”) for the Mortgage Loans shall be equal to (i) 102.5035101.87% of the Merrill Countrywide Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,7301,837,308, which amount represents the amount of interest accrued on the Merrill Countrywide Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 488,049,070 (the "Merrill MLML Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill MLML Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 1,841,447,787 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6June 28, 2004 2006 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.5035100.38820% of the Merrill MLML Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,7302,222,904, which amount represents the amount of interest accrued on the Merrill MLML Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. The Purchaser hereby directs the Seller to deliver, and the Seller shall deliver, the Closing Date Deposit (in the amount of $40,572.92) to the applicable Master Servicer on the Closing Date. The Closing Date Deposit shall be delivered to the account specified by the applicable Master Servicer by wire transfer of immediately available funds.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 1,607,475,670 (the "Merrill GACC Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill GACC Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 3,878,244,727 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6November 15, 2004 2005 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be consist of an amount equal to (i) 102.503598.6289% of the Merrill GACC Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,7303,097,606, which amount represents the amount of interest accrued on the Merrill GACC Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 993,436,426 (the "Merrill Wachovia Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Wachovia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 1,097,030,350 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6August 25, 2004 2004, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035103.33% of the Merrill Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,7303,764,349, which amount represents the amount of interest accrued on the Merrill Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 2,326,384,026 (the "Merrill “Wachovia Mortgage Loan Balance"”) (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Wachovia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "“Cut-off Off Date Pool Balance"”) of $979,850,322 3,275,616,483 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6October 27, 2004 2005 or such other date as shall be mutually acceptable to the parties to this Agreement (the "“Closing Date"”). The consideration (the "“Aggregate Purchase Consideration"Price”) for the Mortgage Loans shall be equal to (i) 102.503598.24% of the Merrill Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,7308,750,117, which amount represents the amount of interest accrued on the Merrill Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 128,083,453 (the "Merrill IXIS Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill IXIS Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 1,242,649,660 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6November 10, 2004 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.5035105.52477% of the Merrill IXIS Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,730182,698, which amount represents the amount of interest accrued on the Merrill IXIS Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 103,593,924 (the "Merrill Artesia Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Artesia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 1,097,030,350 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6August 25, 2004 2004, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035105.81% of the Merrill Artesia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730434,521, which amount represents the amount of interest accrued on the Merrill Artesia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 156,396,118 (the "Merrill Citigroup Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Citigroup Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 952,783,999 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6August 27, 2004 2003 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035101.01% of the Merrill Citigroup Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730663,429, which amount represents the amount of interest accrued on the Merrill Citigroup Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans Loan identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans Loan delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are Loan is expected to have an aggregate principal balance of $687,687,048 135,000,000 (the "Merrill Column Financial, Inc. Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Column Financial, Inc. Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 7,903,498,737 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans Loan shall take place on May 6March 28, 2004 2007, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans Loan shall be equal to (i) 102.5035________% of the Merrill Column Financial, Inc. Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730584,687, which amount represents the amount of interest accrued on the Merrill Column Financial, Inc. Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 1,187,827,676 (the "Merrill MLML Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill MLML Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 2,141,833,152 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6March 30, 2004 2006 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.503599.2307% of the Merrill MLML Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,7305,416,353, which amount represents the amount of interest accrued on the Merrill MLML Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. The Purchaser hereby directs the Seller to deliver, and the Seller shall deliver, (i) the Closing Date Deposit (in the amount of $62,956.78) to the Master Servicer on the Closing Date and (ii) the Additional MLMLI Deposit to the Trustee prior to the initial Distribution Date. The Closing Date Deposit and the Additional MLMLI Deposit shall be delivered to the account specified by the Master Servicer or Trustee, as applicable, by wire transfer of immediately available funds.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 145,811,942 (the "Merrill Nomura Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Nomura Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 950,042,448 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 623, 2004 2002 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (A) (i) 102.5035% of the Merrill Nomura Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730676,750, which amount represents the amount of interest accrued on the Merrill Nomura Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date, less (B) the principal amounts or percentage interests of the Certificates set forth on Exhibit B attached hereto (collectively, the "Retained Certificates"). The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 111,611,507 (the "Merrill Artesia Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Artesia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 978,559,069 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6December 20, 2004 2001 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (A) (i) 102.5035105.55% of the Merrill Artesia Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,730453,487, which amount represents the amount of interest accrued on the Merrill Artesia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date, less (B) the principal amounts or percentage interests of the Certificates set forth on Exhibit B attached hereto (collectively, the "Retained Certificates"). The Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 102,674,000 (the "Merrill “JPMorgan Mortgage Loan Balance"”) (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill JPMorgan Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "“Cut-off Off Date Pool Balance"”) of $979,850,322 2,001,923,624 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6March 30, 2004 2006, or such other date as shall be mutually acceptable to the parties to this Agreement (the "“Closing Date"”). The consideration (the "“Aggregate Purchase Consideration"Price”) for the Mortgage Loans shall be equal to (i) 102.5035% of the Merrill JPMorgan Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730494,831, which amount represents the amount of interest accrued on the Merrill JPMorgan Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing DateDate but does not include any deduction for any fees and/or expenses incurred in connection with this transaction. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 163,505,074.31 (the "Merrill Citigroup Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Citigroup Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 1,149,211,695 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6December 23, 2004 2003, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035% of the Merrill Citigroup Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730586,460, which amount represents the amount of interest accrued on the Merrill Citigroup Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 1,394,353,351 (the "Merrill Countrywide Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Countrywide Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 4,522,709,155 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6December 12, 2004 2006 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.5035104.5261% of the Merrill Countrywide Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,7302,520,703, which amount represents the amount of interest accrued on the Merrill Countrywide Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 1,387,144,690 (the "Merrill Countrywide Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Countrywide Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 4,417,019,866 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6March 14, 2004 2007 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.5035102.87700% of the Merrill Seller Mortgage Loan Balance as of the Cut-Cut off Date, plus (ii) $526,7303,030,192, which amount represents the amount of interest accrued on the Merrill Seller Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 222,104,469 (the "Merrill PNC Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill PNC Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 4,522,709,155 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6December 12, 2004 2006 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.5035105.1998% of the Merrill PNC Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,730409,993, which amount represents the amount of interest accrued on the Merrill PNC Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 2,792,694,338 (the "Merrill Wachovia Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Wachovia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 2,862,422,428 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 631, 2004 2006, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035% of the Merrill Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,73013,847,939, which amount represents the amount of interest accrued on the Merrill Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 2,440,050,296 (the "Merrill Wachovia Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Wachovia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 3,079,909,568 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6August 23, 2004 2006, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035% of the Merrill Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,7309,412,716, which amount represents the amount of interest accrued on the Merrill Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing DateDate but does not reflect any deduction for any fees and/or expenses incurred in connection with this transaction. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 1,104,182,164.52 (the "Merrill CGMRC Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill CGMRC Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 1,450,972,921 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6June 28, 2004 2005 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be consist of an amount equal to (i) 102.5035101.9384% of the Merrill CGMRC Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,7304,224,600.96, which amount represents the amount of interest accrued on the Merrill CGMRC Mortgage Loan Balance at at, in the case of the portion thereof attributable to each Mortgage Loan, the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 184,895,004 (the "Merrill LaSalle Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill LaSalle Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 818,834,218 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6August 21, 2004 2001 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035103.26% of the Merrill LaSalle Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730789,047, which amount represents the amount of interest accrued on the Merrill LaSalle Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 139,023,087 (the "Merrill JPMorgan Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill JPMorgan Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 1,055,546,925 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6November 20, 2004 2003 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (A) (i) 102.5035100.97877% of the Merrill Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,730396,291, which amount represents the amount of interest accrued on the Merrill JPMorgan Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date, less (B) the principal amounts or percentage interests of the Certificates set forth on Exhibit B attached hereto (the "Retained Certificates"). The Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 117,192,322 (the "Merrill Artesia Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Artesia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 875,069,993 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6November 12, 2004 2002 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035__% of the Merrill Artesia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730216,653, which amount represents the amount of interest accrued on the Merrill Artesia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 100,299,217 (the "Merrill Citigroup Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Citigroup Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 1,290,099,569 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6February 26, 2004 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035% of the Merrill Citigroup Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730406,562, which amount represents the amount of interest accrued on the Merrill Citigroup Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 178,117,498 (the "Merrill “Artesia Mortgage Loan Balance"”) (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Artesia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "“Cut-off Off Date Pool Balance"”) of $979,850,322 1,731,843,767 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6June 29, 2004 2006, or such other date as shall be mutually acceptable to the parties to this Agreement (the "“Closing Date"”). The consideration (the "“Aggregate Purchase Consideration"Price”) for the Mortgage Loans shall be equal to (i) 102.5035% of the Merrill Artesia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730848,035, which amount represents the amount of interest accrued on the Merrill Artesia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing DateDate but does not include any deduction for any fees and/or expenses incurred in connection with this transaction. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 195,018,502 (the "Merrill Artesia Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Artesia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 3,602,123,586 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6August 22, 2004 2007, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035% of the Merrill Artesia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730716,941, which amount represents the amount of interest accrued on the Merrill Artesia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 170,820,948 (the "Merrill CDCMC Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill CDCMC Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 1,185,741,012 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6June 24, 2004 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be consist of an amount equal to (i) 102.503599.952% of the Merrill CDCMC Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,730626,102, which amount represents the amount of interest accrued on the Merrill CDCMC Mortgage Loan Balance at at, in the case of the portion thereof attributable to each Mortgage Loan, the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. (a) The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 1,147,819,332, including the Xxxxxxxxx Subordinate Balance (the "Merrill Mortgage Loan Initial Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, date whether or not such payments are received. The Merrill Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6November 29, 2004 2000 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be consist of (A) the principal amounts of the Class H, Class J, Class K, Class L, Class M, Class N and Class O Certificates set forth on Exhibit B attached hereto (collectively, the "Retained Certificates"), and (B) a cash amount equal to (i) 102.5035104.41% of the Merrill Mortgage Loan Initial Pool Balance as of the Cut-off Off Date, plus (ii) $526,730, which amount represents the amount of interest accrued on the Merrill Mortgage Loan Initial Pool Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing DateDate in the amount of $7,438,624.45, less (iii) fees and expenses payable by the Seller and less (iv) the price of the Retained Certificates as indicated on Exhibit B attached hereto. The cash portion of the Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing DateDate and the Retained Certificates shall be delivered to the Seller or its designee on the Closing Date by book-entry form through the facilities of the Depository. The Purchaser will assign to the Trustee, all of its right, title and interest in and to the Mortgage Loans.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 [_________] (the "Merrill [_________] Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill [_________] Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 [_________] (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6[_________], 2004 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035[_________]% of the Merrill [_________] Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730[_________], which amount represents the amount of interest accrued on the Merrill [_________] Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance as of $687,687,048 the close of business on the Cut-off Date (the "Merrill Initial Aggregate Mortgage Loan Balance") of $370,519,549 (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date), after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Initial Aggregate Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Initial Pool Balance") of $979,850,322 4,756,049,404 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6July 31, 2004 2007 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal consist of a cash amount, payable in immediately available funds, as reflected on the settlement statement agreed to (i) 102.5035% of by the Merrill Mortgage Loan Balance as of Seller and the Cut-off Date, plus (ii) $526,730Purchaser, which amount represents the amount of shall include interest accrued on the Merrill Mortgage Loan Balance at the related Net Mortgage Rate Loans for the period from and including the Cut-off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. The Seller hereby irrevocably directs the Purchaser to deliver to and deposit with the Certificate Administrator or the applicable Master Servicer, as appropriate in accordance with the Pooling and Servicing Agreement, that portion of the Aggregate Purchase Price equal to the sum of the Initial Deposits for those Mortgage Loans, if any, that constitute Initial Deposit Trust Mortgage Loans.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 267,897,007 (the "Merrill PMCF Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill PMCF Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 3,878,244,727 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6November 15, 2004 2005 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be consist of an amount equal to (i) 102.503598.4977% of the Merrill PMCF Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,730540,884, which amount represents the amount of interest accrued on the Merrill PMCF Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 332,146,705 (the "Merrill Wells Fargo Mortgage Loan Balance") (subject to a variance of plus or minus ox xxxus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Wells Fargo Mortgage Loan Balance, together with the aggregate principal princxxxx balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 4,417,019,866 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6March 14, 2004 2007 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.5035102.66830% of the Merrill Wells Fargo Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,730000,509, which amount represents the amount of interest accrued on the Merrill Wells Fargo Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for the period from Seller and including the Cut-off Date up to but not including the Closing Datethx Xxxchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans being sold by LNR Capital, LNR Xxxxxx and LNR Securities hereunder (collectively, the "LNR Mortgage Pool") are expected to have an aggregate principal balance of $687,687,048 33,860,404 (the "Merrill LNR Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill LNR Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 2,809,835,146 (subject to a variance of plus or minus 5%). The purchase and sale of the LNR Mortgage Loans Pool shall take place on May 6November 14, 2004 2007 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the LNR Mortgage Loans Pool shall be equal to (i) 102.5035approximately 109.96328% of the Merrill LNR Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,73093,356.36, which amount represents the amount of interest accrued on the Merrill LNR Mortgage Loan Balance at Balance, as agreed to by each of LNR Capital, LNR Xxxxxx and LNR Securities and the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 192,172,089 (the "Merrill Artesia Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Artesia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 1,542,696,552 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6August 17, 2004 2006 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.5035102.0035% of the Merrill Artesia Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,730537,923, which amount represents the amount of interest accrued on the Merrill Artesia Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 440,991,190.81 (the "Merrill Wachovia Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Wachovia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 1,149,211,695 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6December 23, 2004 2003, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035% of the Merrill Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,7301,543,620, which amount represents the amount of interest accrued on the Merrill Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 295,241,662 (the "Merrill Nomura Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Nomura Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 875,069,993 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6November 12, 2004 2002 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035__% of the Merrill Nomura Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730606,345, which amount represents the amount of interest accrued on the Merrill Nomura Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. (a) The Seller agrees to sell, and the Purchaser agrees to purchase, the FUNB Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual FUNB Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The FUNB Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 707,415,635 (the "Merrill Mortgage Loan FUNB Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, date whether or not such payments are received. The Merrill Mortgage Loan FUNB Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Initial Pool Balance") of $979,850,322 885,738,326 (subject to a variance of plus or minus 5%). The purchase and sale of the FUNB Mortgage Loans shall take place on May 6December 17, 2004 1999 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the FUNB Mortgage Loans shall be consist of a cash amount equal to (i) 102.5035____% of the Merrill Mortgage Loan FUNB Balance as of the Cut-off Off Date, plus (ii) $526,730, which amount represents the amount of interest accrued on the Merrill Mortgage Loan FUNB Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing DateDate in the amount of $_______, less fees and expenses payable by the Seller. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. The Purchaser will assign to the Trustee, all of its right, title and interest in and to the FUNB Mortgage Loans.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 242,927,712 (the "Merrill Bank of America Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Bank of America Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 948,772,134 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6June 12, 2004 2008 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.503595.361513382% of the Merrill Bank of America Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,730460,118.12, which amount represents the amount of interest accrued on the Merrill Bank of America Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 272,567,631 (the "Merrill Greenwich Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Greenwich Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 950,042,448 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 623, 2004 2002 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (A) (i) 102.5035% of the Merrill Greenwich Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,7301,265,120, which amount represents the amount of interest accrued on the Merrill Greenwich Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date, less (B) the principal amounts or percentage interests of the Certificates set forth on Exhibit B attached hereto (collectively, the "Retained Certificates"). The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 427,030,979 (the "Merrill Wachovia Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Wachovia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 950,042,448 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 623, 2004 2002 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (A) (i) 102.5035% of the Merrill Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,7301,928,880, which amount represents the amount of interest accrued on the Merrill Wachovia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date, less (B) the principal amounts or percentage interests of the Certificates set forth on Exhibit B attached hereto (collectively, the "Retained Certificates"). The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 334,886,980 (the "Merrill Artesia Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Artesia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 3,371,274,173 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6December 21, 2004 2006, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035% of the Merrill Artesia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,7301,068,617, which amount represents the amount of interest accrued on the Merrill Artesia Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing DateDate but does not reflect any deduction for any fees and/or expenses incurred in connection with this transaction. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance as of $687,687,048 the close of business on the Cut-off Date (the "Merrill Initial Aggregate Mortgage Loan Balance") of $593,819,754 (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date), after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Initial Aggregate Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Initial Pool Balance") of $979,850,322 4,756,049,404 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6July 31, 2004 2007 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal consist of a cash amount, payable in immediately available funds, as reflected on the settlement statement agreed to (i) 102.5035% of by the Merrill Mortgage Loan Balance as of Seller and the Cut-off Date, plus (ii) $526,730Purchaser, which amount represents the amount of shall include interest accrued on the Merrill Mortgage Loan Balance at the related Net Mortgage Rate Loans for the period from and including the Cut-off Date up to but not including the Closing Date. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. The Seller hereby irrevocably directs the Purchaser to deliver to and deposit with the Certificate Administrator or the applicable Master Servicer, as appropriate in accordance with the Pooling and Servicing Agreement, that portion of the Aggregate Purchase Price equal to the sum of the Initial Deposits for those Mortgage Loans, if any, that constitute Initial Deposit Trust Mortgage Loans.