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 $687,687,048 175,769,366 (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 $687,687,048 301,233,846 (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 $687,687,048 889,016,935 (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 schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $687,687,048 768,227,117 (the "Merrill Mortgage Loan Initial UBS Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The 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 4, 2004 2005 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be consist of: (A) a cash amount equal to a percentage (imutually agreed upon by the parties hereto) 102.5035% of the Merrill Mortgage Loan Balance as of the Cut-off DateInitial UBS Pool Balance, plus (ii) $526,730, which amount represents the amount of interest accrued on the Merrill each Mortgage Loan Balance at the related Net Mortgage Rate (net of the related Administrative Cost Rate), for the period from and including the Cut-off Date October 11, 2005 up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date; and (B) a 32.84959% Percentage Interest in each Class of Residual Interest Certificates (all such Residual Interest Certificates, the "Seller's Residual Interest Certificates").

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans 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 $687,687,048 820,226,763 (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 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, (a) the Mortgage Loans identified on the schedule (the “Mortgage Loan Schedule. The Mortgage Loan Schedule ”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans delivered to the accepted by Purchaser pursuant to the terms hereofhereof and (b) the Linc LIC Trust B Note. The Cut-Off Date with respect to the Mortgage Loans and the Linc LIC Trust B Note is December 1, 2014; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during December 2014 are deemed to have been due and received on December 1, 2014 rather than the actual date of receipt. The Mortgage Loans are expected to will 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 during or before such dateprior to December 2014, whether or not such payments are received, of $562,210,612. The Merrill Mortgage Loan Balance, together with the aggregate Linc LIC Trust B Note will have a principal balance of the Other Mortgage Loans as of the close of business on the Cut-off Date (Off Date, after giving effect to any payments due on during or before such dateprior to December 2014, 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%)96,639,000. The purchase and sale of the Mortgage Loans and the Linc LIC Trust B Note shall take place on May 6December 19, 2004 2014 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "“Closing Date"”). The consideration (the "Purchase Consideration") purchase price to be paid by Purchaser for the Mortgage Loans and the Linc LIC Trust B Note shall equal the amount to be equal set forth as such purchase price in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to (i) 102.5035% be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Merrill Mortgage Loan Balance as Certificates (the “Xxxx 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 DateSale”). The Purchase Consideration purchase price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $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 $687,687,048 979,944,449 (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 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. (a) The Seller agrees to sell, and the Purchaser agrees to purchase, the MLMCI 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 MLMCI Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The MLMCI Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 178,322,691 (the "Merrill Mortgage Loan MLMCI 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 MLMCI 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 MLMCI 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 MLMCI Mortgage Loans shall be consist of a cash amount equal to (i) 102.5035[____]% of the Merrill Mortgage Loan MLMCI 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 MLMCI 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 MLMCI 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 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 as of $687,687,048 the close of business on the Cut-off Date (the "Merrill Seller Mortgage Loan Balance") of $100,000,000 (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 2,263,536,038 (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 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 $687,687,048 265,843,334 (the "Merrill Mortgage Loan Balance") (subject to a variance of plus or minus ox xxxxx 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 princxxxx xxlance 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) 102.5035102.65% of the Merrill Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,7300,000,235, which amount represents the amount of interest accrued on the Merrill Mortgage Loan Balance at the related Net Mortgage Rate for the fxx xxx 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 $687,687,048 724,003,952 (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 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 BCRE Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,7302,658,864, 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 $687,687,048 912,156,067.26 (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 1,030,490,079 (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) 102.5035105.5644% of the Merrill CGMRC Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,7303,021,686.46, 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 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 Loan identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to Loan accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to Loan will have an aggregate principal balance of $687,687,048 420,783,734.08 (the "Merrill Mortgage Loan Initial LUBS Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The 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 Loan shall take place on May 6February 1, 2004 2006, or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans Loan shall be consist of a cash amount equal to a percentage (imutually agreed upon by the parties hereto) 102.5035% of the Merrill Mortgage Loan Balance as of the Cut-off DateInitial LUBS Pool Balance, plus (ii) $526,730, which amount represents the amount of interest accrued on the Merrill Mortgage Loan Balance at the related Net Mortgage Rate (net of the related Administrative Cost Rate), for the period from and including the Cut-off Date January 11, 2006 up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $687,687,048 760,838,027 (the "Merrill CWCapital Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on on, with respect to each Mortgage Loan, its Due Date in December 2006 (each such date, the applicable "Cut-off Date"), after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The 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 6December 21, 2004 2006, or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to consist of (i) 102.5035a cash amount equal to 104.46502% of the Merrill CWCapital Mortgage Loan Balance as of the Cut-off DateBalance, plus (ii) $526,7302,541,251, which amount represents the amount of interest accrued on the Merrill CWCapital Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Date up to but not including the Closing DateDate but does not include any deduction for any fees and/or expenses incurred in connection with this transaction. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $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 $687,687,048 440,991,190.81 (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 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 1,190,758,018 (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 2,809,835,146 (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 100.49452% of the Merrill Countrywide Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,7302,653,881.35, 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 $687,687,048 334,886,980 (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.

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 $687,687,048 142,028,138 (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 $979,850,322 974,238,294 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6November 25, 2004 2003, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035______% of the Merrill Citigroup Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730523,320, 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 $687,687,048 242,773,439 (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 1,479,435,064 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6November 13, 2004 2007, or such other date as shall be mutually acceptable to the parties to this Agreement (the "“Closing Date"”). The consideration (the "“Aggregate Purchase Consideration"Price”) for the Mortgage Loans shall be equal to (i) 102.503599.15% of the Merrill BCRE Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730485,772, 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 accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $687,687,048 628,077,795.87 (the "Merrill Mortgage Loan Initial Principal Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on its Due Date in October 2007 or, with respect to each Mortgage Loan that does not have a Due Date in October 2007, the later of its related date of origination and October 6, 2007 (the "Cut-off Date"), after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The 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 6October 30, 2004 2007, or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be consist of a cash amount equal to (i) 102.5035% of the Merrill Mortgage Loan Balance as of the Cut-off DateInitial Principal Balance, plus (ii) $526,730, which amount represents the amount of interest accrued on the Merrill each Mortgage Loan Balance at the related Net Mortgage Rate Rate, for the period from and including the Cut-off Date (to the extent that such Cut-off Date is prior to the Closing Date) up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $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 schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $687,687,048 641,627,194 (the "Merrill Mortgage Loan Initial Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on May 11, 2001 (the "Cut-off Date"), after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The 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 624, 2004 2001 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be consist of: (A) a cash amount equal to (i) 102.5035103.37433% of the Merrill Mortgage Loan Balance as of the Cut-off DateInitial Pool Balance, plus (ii) $526,730, which amount represents the amount of interest accrued on the Merrill each Mortgage Loan Balance at the related Net Mortgage Rate Rate, for the period from and including the Cut-off Date up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date; and (B) Certificates representing a 48.6420% Percentage Interest in each Class of Residual Interest Certificates (such Certificates, the "Seller's Residual Interest Certificates").

Agreement to Purchase. The Seller CWCapital agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the related Mortgage Loan ScheduleSchedule (the "CWCapital Mortgage Loans"). The Mortgage Loan Schedule may be amended to reflect the actual CWCapital Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The CWCapital Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 44,937,023 (the "Merrill CWCapital 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. CWCMSI agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the related Mortgage Loan Schedule (the "CWCMSI Mortgage Loans"). The Mortgage Loan Schedule may be amended to reflect the actual CWCMSI Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The CWCMSI Mortgage Loans are expected to have an aggregate principal balance of $276,662,658 (the "CWCMSI Mortgage Loan Balance" and together with the CWCapital Mortgage Loan Balance, the "CWCapital/CWCMSI 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 CWCapital/CWCMSI 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 CWCapital/CWCMSI Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,7301,075,470, which amount represents the amount of interest accrued on the Merrill CWCapital/CWCMSI 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 related Aggregate Purchase Consideration Price shall be paid to the Seller CWCapital 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 $687,687,048 713,275,157 (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 $687,687,048 639,286,752 (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 $687,687,048 242,694,125 (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 2,063,442,241 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6January 27, 2004 2005, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035% of the Merrill Countrywide Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,7301,006,340, 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 1.1 Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule. The Mortgage Loan Schedule ") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans delivered to the accepted by Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans are expected to is August 1, 2006. The Mortgage Loans will 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 received, of (i) $1,471,351,415 plus (ii) the 50% pari passu interest of the Seller in the G&L Portfolio Mortgage Loan, which such payments are received. The Merrill pari passu interest is represented by the related Mortgage Loan Balance, together Note with the aggregate principal a Cut-Off Date balance of $71,125,000. Seller and Principal Commercial Funding II, LLC co-originated the Other G&L Portfolio Mortgage Loans Loan, which will have an aggregate balance as of the close of business on the Cut-off Date (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%)142,250,000. 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 hereto (the "Closing Date"). The consideration (the "Purchase Consideration") purchase price to be paid by Purchaser 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 set forth as such purchase price 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 DateExhibit 3 hereto. The Purchase Consideration purchase price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. Notwithstanding anything to the contrary contained herein, with respect to the G&L Portfolio Mortgage Loan, references to a Mortgage Note herein shall mean the Mortgage Note related to the G&L Portfolio Mortgage Loan.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 177,459,560 (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 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) 102.5035109.7545% of the Merrill Nomura Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730204,060, 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 $687,687,048 222,104,469 (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 $687,687,048 269,226,893 (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 3,595,196,701 (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) 102.5035103.31% of the Merrill Artesia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,7301,424,370, 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 $687,687,048 512,500,000 (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 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) 102.5035105.7678% of the Merrill IXIS Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,730937,993, which amount represents the amount of interest accrued on the Merrill IXIS Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $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 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 schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $687,687,048 1,162,938,186 (the "Merrill Mortgage Loan Initial LBHI Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The 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 6February 1, 2004 2006, or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be consist of a cash amount equal to a percentage (imutually agreed upon by the parties hereto) 102.5035% of the Merrill Mortgage Loan Balance as of the Cut-off DateInitial LBHI Pool Balance, plus (ii) $526,730, which amount represents the amount of interest accrued on the Merrill each Mortgage Loan Balance at the related Net Mortgage Rate (net of the related Administrative Cost Rate), for the period from and including the Cut-off Date January 11, 2006 up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $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 Loan 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 is expected to have an aggregate principal balance of $687,687,048 65,000,000 (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 2,141,833,152 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans Loan 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 Loan shall be equal to (i) 102.5035100.8847% of the Merrill Eurohypo Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,730296,666, 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 $687,687,048 358,032,793 (the "Merrill Prudential 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 Prudential 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) 102.5035100.9702% of the Merrill Prudential Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,730983,812, which amount represents the amount of interest accrued on the Merrill Prudential 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 1,553,726,270 (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 1,731,843,767 (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 Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,7307,329,758, 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 $687,687,048 195,018,502 (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 $687,687,048 506,080,226 (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 $687,687,048 219,908,499 (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 $687,687,048 993,436,426 (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 schedule (the "Mortgage Loan Schedule. ") annexed hereto as EXHIBIT A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $687,687,048 889,370,560.85 (the "Merrill Mortgage Loan Initial Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on May 11, 2000 (the "Cut-off Date"), after giving effect to any payments due on or before such datedate as to any Mortgage Loan, whether or not such payments are received. The 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 618, 2004 2000 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be consist of: (A) a cash amount equal to (i) 102.503599.7964% of the Merrill Mortgage Loan Balance as of the Cut-off DateInitial Pool Balance, plus (ii) $526,730, which amount represents the amount of interest accrued on the Merrill each Mortgage Loan Balance at the related Net Mortgage Rate Rate, for the period from and including the Cut-off Date up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date; and (B) Certificates representing a 68.11% Percentage Interest in each Class of Residual Interest Certificates (such Certificates, the "Seller's Residual Interest Certificates").

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance as of $687,687,048 the close of business on the Cut-off Date (the "Merrill Initial Aggregate Mortgage Loan Balance") of $1,076,917,791 (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date), after giving effect to any payments due on or before such date, whether or not such payments are received. The 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 1,849,908,472 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6April 25, 2004 2008 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal consist of a cash amount, payable in immediately available funds, as reflected on the settlement statement agreed to (i) 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.

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 $687,687,048 208,572,431 (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 $979,850,322 974,238,294 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6November 25, 2004 2003, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035______% of the Merrill Eurohypo Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730621,370, 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 DateDate to an account designated by the Seller.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 120,280,114 (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 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 Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 818,834,218 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6August 21, 2004 2001 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (A) (i) 102.5035103.57% of the Merrill GACC Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730519,377, which amount represents the amount of interest accrued on the Merrill GACC Mortgage Loan Balance at the related Net Mortgage Rate for the period from and including the Cut-off Off Date up to but not including the Closing Date, less (B) the principal amounts or percentage interests of the Certificates set forth on Exhibit B attached hereto (collectively, the "Retained Certificates"). The Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 144,499,343 (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 2,489,838,695 (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) 102.503599.24419% of the Merrill Artesia Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,730583,950, 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 $687,687,048 537,019,467 (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 $979,850,322 974,238,294 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans shall take place on May 6November 25, 2004 2003, or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (i) 102.5035______% of the Merrill Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,7301,803,060, 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 $687,687,048 653,784,974 (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 1,076,652,064 (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 Wachovia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730682,040, 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 Loan identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to Loan accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to Loan will have an aggregate principal balance of $687,687,048 400,000,000 (the "Merrill Mortgage Loan Initial LUBS Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The 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 Loan shall take place on May 6October 4, 2004 2006, 2006, or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans Loan shall be consist of a cash amount equal to a percentage (imutually agreed upon by the parties hereto) 102.5035% of the Merrill Mortgage Loan Balance as of the Cut-off DateInitial LUBS Pool Balance, plus (ii) $526,730, which amount represents the amount of interest accrued on the Merrill Mortgage Loan Balance at the related Net Mortgage Rate (net of the related Administrative Cost Rate), for the period from and including the Cut-off Date September 11, 2006 up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 332,911,792 (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 1,185,741,012 (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) 102.503595.530% of the Merrill Wachovia Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,7301,028,579, which amount represents the amount of interest accrued on the Merrill Wachovia 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-II 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 schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $687,687,048 878,046,090 (the "Merrill Mortgage Loan Initial UBS Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The 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 6April 20, 2004 2005 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be consist of: (A) a cash amount equal to a percentage (imutually agreed upon by the parties hereto) 102.5035% of the Merrill Mortgage Loan Balance as of the Cut-off DateInitial UBS Pool Balance, plus (ii) $526,730, which amount represents the amount of interest accrued on the Merrill each Mortgage Loan Balance at the related Net Mortgage Rate (net of the related Administrative Cost Rate), for the period from and including the Cut-off Date April 11, 2005 up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date; and (B) a 39.36390% Percentage Interest in each Class of Residual Interest Certificates (all such Residual Interest Certificates, the "Seller's Residual Interest Certificates").

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $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 Consideration"Price”) 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 Loan identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to Loan accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to Loan will have an aggregate principal balance of $687,687,048 275,000,000 (the "Merrill Mortgage Loan Initial LUBS Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The 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 Loan shall take place on May 6December 5, 2004 2006, or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans Loan shall be consist of a cash amount equal to a percentage (imutually agreed upon by the parties hereto) 102.5035% of the Merrill Mortgage Loan Balance as of the Cut-off DateInitial LUBS Pool Balance, plus (ii) $526,730, which amount represents the amount of interest accrued on the Merrill Mortgage Loan Balance at the related Net Mortgage Rate (net of the related Administrative Cost Rate), for the period from and including the Cut-off Date November 13, 2006 up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date. The parties hereto acknowledge that: (i) the 1211 Avenue of the Americas Trust Mortgage Loan is the only Mortgage Loan; and (ii) the Mortgage Loan is an Outside Serviced Trust Mortgage Loan.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $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 schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $687,687,048 566,424,848 (the "Merrill Mortgage Loan Initial UBS Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The 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 6February 4, 2004 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be consist of: (A) a cash amount equal to a percentage (imutually agreed upon by the parties hereto) 102.5035% of the Merrill Mortgage Loan Balance as of the Cut-off DateInitial UBS Pool Balance, plus (ii) $526,730, which amount represents the amount of interest accrued on the Merrill each Mortgage Loan Balance at the related Net Mortgage Rate (net of the related Administrative Fee Rate), for the period from and including the Cut-off Date January 11, 2004 up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date; and (B) a 37.76929% Percentage Interest in each Class of Residual Interest Certificates (all such Residual Interest Certificates, the "Seller's Residual Interest Certificates").

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $687,687,048 746,788,574 (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 2,785,502,677 (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) 102.503599.1795% of the Merrill MLML Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,7301,435,987, 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 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 $687,687,048 220,881,621 (the "Merrill Dexia Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Dexia Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $979,850,322 948,772,134 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6June 12, 2004 2008 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.503598.015794891% of the Merrill Dexia Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,730442,236.23, which amount represents the amount of interest accrued on the Merrill Dexia Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $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 schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $687,687,048 344,405,187.19 (the "Merrill Mortgage Loan Initial KeyBank Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The 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 30, 2004 2007 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be consist of a cash amount equal to a percentage (imutually agreed upon by the parties hereto) 102.5035% of the Merrill Mortgage Loan Balance as of the Cut-off DateInitial KeyBank Pool Balance, plus (ii) $526,730, which amount represents the amount of interest accrued on the Merrill each Mortgage Loan Balance at the related Net Mortgage Rate (net of the related Administrative Cost Rate), for the period from and including the Cut-off Date November 11, 2007 up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date; and (B) a 10.84864% Percentage Interest in each of the Class R-I, Class R-II and Class R-III Certificates (all such Residual Interest Certificates, the "Seller's Residual Interest Certificates").

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $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, 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. The Each 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 $687,687,048 349,072,925 (the "Merrill Xxxxxxx Xxxxx Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Merrill Xxxxxxx Xxxxx Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Off Date (after giving effect to any payments due on or before such date, date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Off Date Pool Balance") of $979,850,322 1,002,714,150, including the Rite Aid Subordinate Balance (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6June 11, 2004 2001 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to (A) the principal amounts or percentage interests of the Certificates set forth on Exhibit B attached hereto (collectively, the "Retained Certificates"), and (B) (i) 102.5035104.5% of the Merrill Xxxxxxx Xxxxx Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730, 745,690 which amount represents the amount of interest accrued on the Merrill Xxxxxxx Xxxxx 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 Sellers or its designee their respective designees 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 $687,687,048 120,633,617 (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 1,290,099,569 (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 Artesia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730474,460, 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 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 schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $687,687,048 332,728,029 (the "Merrill Mortgage Loan Initial UBS Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The 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 6June 30, 2004 2005 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be consist of: (A) a cash amount equal to a percentage (imutually agreed upon by the parties hereto) 102.5035% of the Merrill Mortgage Loan Balance as of the Cut-off DateInitial UBS Pool Balance, plus (ii) $526,730, which amount represents the amount of interest accrued on the Merrill each Mortgage Loan Balance at the related Net Mortgage Rate (net of the related Administrative Cost Rate), for the period from and including the Cut-off Date June 11, 2005 up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date; and (B) a 16.91813% Percentage Interest in each Class of Residual Interest Certificates (all such Residual Interest Certificates, the "Seller's Residual Interest Certificates").

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the 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 $687,687,048 845,890,832 (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 2,489,838,695 (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) 102.503599.23389% of the Merrill MLML Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,7303,347,084, 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 $687,687,048 754,706,651 (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 7,903,498,737 (subject to a variance of plus or minus 55.0%). The purchase and sale of the Mortgage Loans 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 shall be equal to (i) 102.5035________% of the Merrill Artesia Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,7303,405,607, 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 $687,687,048 380,991,702 (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 2,056,750,308 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on May 6August 24, 2004 2005 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 102.5035100.91784% of the Merrill IXIS Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,7301,328,650, 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 as of $687,687,048 the close of business on the Cut-off Date (the "Merrill Seller Mortgage Loan Balance") of $1,834,444,046 (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 2,263,536,038 (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 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 $687,687,048 130,665,716.24 (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 1,149,211,695 (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 Eurohypo Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730361,820, 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 DateDate to an account designated by the Seller.

Agreement to Purchase. (a) The Seller agrees to sell, and the Purchaser agrees to purchase, the LBHI Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The LBHI Mortgage Loans are expected to will have an aggregate principal balance of $687,687,048 1,097,817,189.31 (the "Merrill Mortgage Loan LBHI Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, date whether or not such payments are received. The Merrill Mortgage Loan Balance, LBHI Balance and the First Union Balance (as defined in the First Union Agreement) 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 Initial Pool Balance") of $979,850,322 (subject to a variance of plus or minus 5%)2,203,502,325. The purchase and sale of the LBHI Mortgage Loans shall take place on May 6November 25, 2004 1997 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 LBHI Mortgage Loans shall be consist of (A) a cash amount equal to (i) 102.5035100% of the Merrill Mortgage Loan Balance as of the Cut-off DateLBHI Balance, plus (iiB) $526,730, which amount represents the amount of interest accrued on the Merrill each LBHI Mortgage Loan Balance at the related Net Mortgage Rate Rate, for the period from and including the Cut-off Date up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. The Purchaser will assign to the Trustee, all of its right, title and interest in and to the LBHI 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 $687,687,048 402,050,377 (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 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) 102.5035103.48103% of the Merrill IXIS Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,730891,102, which amount represents the amount of interest accrued on the Merrill IXIS Mortgage Loan Balance at Balance, as agreed to by the related Net Mortgage Rate for Seller and the period from and including the Cut-off Date up to but not including the Closing DatePurchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $687,687,048 557,716,129 (the "Merrill Mortgage Loan Initial UBS Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The 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 6June 7, 2004 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be consist of: (A) a cash amount equal to a percentage (imutually agreed upon by the parties hereto) 102.5035% of the Merrill Mortgage Loan Balance as of the Cut-off DateInitial UBS Pool Balance, plus (ii) $526,730, which amount represents the amount of interest accrued on the Merrill each Mortgage Loan Balance at the related Net Mortgage Rate (net of the related Administrative Fee Rate), for the period from and including the Cut-off Date May 11, 2004 up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date; and (B) a 100% Percentage Interest in the Class R-LR Certificates and a 39.50585% Percentage Interest in each other Class of Residual Interest Certificates (all such Residual Interest Certificates, the "Seller's Residual Interest Certificates").

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to 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 accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $687,687,048 813,395,733.29 (the "Merrill Wachovia Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on on, with respect to each Mortgage Loan, its Due Date in April, 2007 (each such date, the applicable "Cut-off Date"), after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The 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 6April 13, 2004 2007, or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Aggregate Purchase ConsiderationPrice") for the Mortgage Loans shall be equal to consist of (i) 102.5035a cash amount equal to 102.744947% of the Merrill Wachovia Mortgage Loan Balance as of the Cut-off DateBalance, plus (ii) $526,7301,527,557.19, 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 DateDate but does not include any deduction for any fees and/or expenses incurred in connection with this transaction. The Aggregate Purchase Consideration Price shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date.

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $687,687,048 983,832,984 (the "Merrill Mortgage Loan Initial UBS Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The 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 69, 2004 2007 or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be consist of: (A) a cash amount equal to a percentage (imutually agreed upon by the parties hereto) 102.5035% of the Merrill Mortgage Loan Balance as of the Cut-off DateInitial UBS Pool Balance, plus (ii) $526,730, which amount represents the amount of interest accrued on the Merrill each Mortgage Loan Balance at the related Net Mortgage Rate (net of the related Administrative Cost Rate), for the period from and including the Cut-off Date April 11, 2007 up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date; and (B) a 27.7% Percentage Interest in each of the Class R-I, Class R-II and Class R-III Certificates (all such Residual Interest Certificates, the "Seller's Residual Interest Certificates").

Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $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 1,772,763,498 (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 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) 102.503598.4279% of the Merrill CGMRC Mortgage Loan Balance as of the Cut-off Date, plus (ii) $526,7303,345,205, which amount represents the amount of interest accrued on the Merrill CGMRC 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 $687,687,048 132,306,572 (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 1,076,652,064 (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 Eurohypo Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $526,730134,380, 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 schedule (the "Mortgage Loan Schedule. ") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to will have an aggregate principal balance of $687,687,048 1,721,897,422 (the "Merrill Mortgage Loan Initial LBHI Pool Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not such payments are received. The 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 6December 5, 2004 2006, or such other date as shall be mutually acceptable to the parties to this Agreement hereto (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be consist of a cash amount equal to a percentage (imutually agreed upon by the parties hereto) 102.5035% of the Merrill Mortgage Loan Balance as of the Cut-off DateInitial LBHI Pool Balance, plus (ii) $526,730, which amount represents the amount of interest accrued on the Merrill each Mortgage Loan Balance at the related Net Mortgage Rate (net of the related Administrative Cost Rate), for the period from and including the Cut-off Date November 13, 2006 up to but not including the Closing Date. The Purchase Consideration , which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date.