POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 11/15/2005

POOLING AND SERVICING AGREEMENT, Parties:

EXHIBIT 4.1

BEAR STEARNS ASSET BACKED SECURITIES I LLC,

Depositor

EMC MORTGAGE CORPORATION,

Seller and Company

WELLS FARGO BANK, NATIONAL ASSOCIATION,

Master Servicer and Securities Administrator

and

U.S. BANK NATIONAL ASSOCIATION,

Trustee

____________________

POOLING AND SERVICING AGREEMENT

Dated as of October 1, 2005

________________________________________

BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2005-AC8

ASSET-BACKED CERTIFICATES, SERIES 2005-AC8

TABLE OF CONTENTS [TO BE UPDATED]

ARTICLE I

DEFINITIONS

Section 1.01	Defined Terms
Section 1.02	Allocation of Certain Interest Shortfalls

ARTICLE II

CONVEYANCE OF TRUST FUND REPRESENTATIONS AND WARRANTIES

Section 2.01	Conveyance of Trust Fund
Section 2.02	Acceptance of the Mortgage Loans
Section 2.03	Representations, Warranties and Covenants of the Company, the Master

Servicer and the Seller

Section 2.04	Representations and Warranties of the Depositor
Section 2.05	Delivery of Opinion of Counsel in Connection with Substitutions and

Repurchases

Section 2.06	Countersignature and Delivery of Certificates
Section 2.07	Conveyance of the Subsequent Mortgage Loans

ARTICLE III

ADMINISTRATION AND SERVICING OF EMC MORTGAGE LOANS BY COMPANY

Section 3.01	The Company
Section 3.02	Due-on-Sale Clauses; Assumption Agreements
Section 3.03	Subservicers
Section 3.04	Documents, Records and Funds in Possession of Company To Be Held for

Trustee

Section 3.05	Maintenance of Hazard Insurance
Section 3.06	Presentment of Claims and Collection of Proceeds
Section 3.07	Maintenance of the Primary Mortgage Insurance Policies
Section 3.08	Fidelity Bond, Errors and Omissions Insurance
Section 3.09	Realization Upon Defaulted Mortgage Loans; Determination of Excess

Liquidation Proceeds and Realized Losses; Repurchases of Certain Mortgage

Loans

Section 3.10	Servicing Compensation
Section 3.11	REO Property
Section 3.12	Liquidation Reports
Section 3.13	Annual Statement as to Compliance; Annual Certification
Section 3.14	Annual Independent Certified Public Accountants’ Servicing Report
Section 3.15	Books and Records

ARTICLE IV

ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS BY MASTER SERVICER

Section 4.01	Master Servicer
Section 4.02	REMIC-Related Covenants
Section 4.03	Monitoring of Company and Servicer
Section 4.04	Fidelity Bond
Section 4.05	Power to Act; Procedures
Section 4.06	Due-on-Sale Clauses; Assumption Agreements
Section 4.07	Release of Mortgage Files

Section 4.08

Documents, Records and Funds in Possession of Master Servicer, Company and Servicer To Be Held for Trustee

Section 4.09	Standard Hazard Insurance and Flood Insurance Policies
Section 4.10	Presentment of Claims and Collection of Proceeds
Section 4.11	Maintenance of the Primary Mortgage Insurance Policies
Section 4.12	Trustee to Retain Possession of Certain Insurance Policies and Documents
Section 4.13	Realization Upon Defaulted Mortgage Loans
Section 4.14	Compensation for the Master Servicer
Section 4.15	REO Property
Section 4.16	Annual Officer’s Certificate as to Compliance
Section 4.17	Annual Independent Accountant’s Servicing Report
Section 4.18	Reports Filed with Securities and Exchange Commission
Section 4.19	UCC
Section 4.20	Optional Purchase of Certain Mortgage Loans

ARTICLE V

ACCOUNTS

Section 5.01	Collection of Mortgage Loan Payments; Protected Account; Corridor Contract Reserve Fund
Section 5.02	Permitted Withdrawals From the Protected Account and the Corridor Contract Reserve Fund

Section 5.03	Reports to Master Servicer
Section 5.04	Collection of Taxes; Assessments and Similar Items; Escrow Accounts
Section 5.05	Servicer Protected Accounts
Section 5.06	Master Servicer Collection Account

Section 5.07

Permitted Withdrawals and Transfers from the Master Servicer Collection Account

Section 5.08	Distribution Account
Section 5.09	Permitted Withdrawals and Transfers from the Distribution Account
Section 5.10	Pre-Funding Account
Section 5.11	Interest Coverage Account
Section 5.12	The Corridor Contract
Section 5.13	Distributions for the Corridor Contract Reserve Fund

ARTICLE VI

DISTRIBUTIONS AND ADVANCE

Section 6.01	Advances
Section 6.02	Compensating Interest Payments
Section 6.03	REMIC Distributions
Section 6.04	Distributions
Section 6.05	Allocation of Realized Losses
Section 6.06	Monthly Statements to Certificateholders
Section 6.07	REMIC Designations and REMIC Distributions
Section 6.08	[Reserved]
Section 6.09	Class P Certificate Account

ARTICLE VII

THE CERTIFICATES

Section 7.01	The Certificate
Section 7.02	Certificate Register; Registration of Transfer and Exchange of Certificates
Section 7.03	Mutilated, Destroyed, Lost or Stolen Certificates
Section 7.04	Persons Deemed Owners
Section 7.05	Access to List of Certificateholders’ Names and Addresses
Section 7.06	Book-Entry Certificates
Section 7.07	Notices to Depository
Section 7.08	Definitive Certificates
Section 7.09	Maintenance of Office or Agency

ARTICLE VIII

THE COMPANY AND THE MASTER SERVICER

Section 8.01	Liabilities of the Depositor, the Company and the Master Servicer
Section 8.02	Merger or Consolidation of the Depositor, the Company or the Master

Servicer

Section 8.03

Indemnification of the Trustee, the Master Servicer and the Securities

Administrator

Section 8.04

Limitations on Liability of the Depositor, the Company, the Master Servicer

and Others

Section 8.05	Master Servicer and Company Not to Resign
Section 8.06	Successor Master Servicer
Section 8.07	Sale and Assignment of Master Servicing

ARTICLE IX

DEFAULT; TERMINATION OF MASTER SERVICER; TERMINATION OF COMPANY

Section 9.01

Events of Default

Section 9.02	Trustee to Act; Appointment of Successor
Section 9.03	Notification to Certificateholders and Rating Agencies.
Section 9.04	Waiver of Defaults
Section 9.05	Company Default
Section 9.06	Waiver of Company Defaults

ARTICLE X

CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

Section 10.01	Duties of Trustee and Securities Administrator
Section 10.02	Certain Matters Affecting the Trustee and the Securities Administrator
Section 10.03	Trustee and Securities Administrator Not Liable for Certificates or Mortgage

Loans

Section 10.04	Trustee and Securities Administrator May Own Certificates
Section 10.05	Trustee’s and Securities Administrator’s Fees and Expenses
Section 10.06	Eligibility Requirements for Trustee and Securities Administrator
Section 10.07	Insurance
Section 10.08	Resignation and Removal of Trustee and Securities Administrator
Section 10.09	Successor Trustee or Securities Administrator
Section 10.10	Merger or Consolidation of Trustee or Securities Administrator
Section 10.11	Appointment of Co-Trustee or Separate Trustee
Section 10.12	Tax Matters

ARTICLE XI

TERMINATION

Section 11.01	Termination upon Liquidation or Repurchase of all Mortgage Loans
Section 11.02	Final Distribution on the Certificates
Section 11.03	Additional Termination Requirements

ARTICLE XII

MISCELLANEOUS PROVISIONS

Section 12.01	Amendment
Section 12.02	Recordation of Agreement; Counterparts
Section 12.03	Governing Law
Section 12.04	Intention of Parties
Section 12.05	Notices
Section 12.06	Severability of Provisions
Section 12.07	Assignment
Section 12.08	Limitation on Rights of Certificateholders
Section 12.09	Inspection and Audit Rights
Section 12.10	Certificates Nonassessable and Fully Paid

Exhibits

Exhibit A-1

Form of Class A-[_], Class X-1 and Class PO Certificates

Exhibit A-2

Form of Class B-[_] Certificates

Exhibit A-3

Form of Class P Certificates

Exhibit A-4

Form of Class R-[_] Certificates

Exhibit B

Mortgage Loan Schedule

Exhibit C

Form of Transfer Affidavit

Exhibit D

Form of Transferor Certificate

Exhibit E

Form of Investment Letter (Non-Rule 144A)

Exhibit F

Form of Rule 144A Investment Letter

Exhibit G

Form of Request for Release

Exhibit H

DTC Letter of Representations

Exhibit I

Schedule of Mortgage Loans with Lost Notes

Exhibit J

Form of Custodial Agreement

Exhibit K

Form of Mortgage Loan Purchase Agreement

Exhibit L

Form of Company Certification

Exhibit M

Form of Corridor Contract

Exhibit N

Form of Subsequent Mortgage Loan Purchase Agreement

Exhibit O

Form of Subsequent Transfer Instrument

POOLING AND SERVICING AGREEMENT, dated as of October 1, 2005, among BEAR STEARNS ASSET BACKED SECURITIES I LLC, a Delaware limited liability company, as depositor (the “Depositor”), EMC MORTGAGE CORPORATION, a Delaware corporation, as seller (in such capacity, the “Seller”) and as company (in such capacity, the “Company”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

PRELIMINARY STATEMENT

The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. On or prior to the Closing Date, the Depositor acquired the Initial Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Initial Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. On or prior to any Subsequent Transfer Date, the Depositor acquired the Subsequent Mortgage Loans, which will be sold to the Trust on the related Subsequent Transfer Date.

REMIC I

As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement (other than the Pre-Funding Account, the Interest Coverage Account, the Corridor Contract and the Corridor Contract Reserve Fund) as a REMIC (as defined herein) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I.” The Class R-1 Certificates will represent the sole class of Residual Interests in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I Regular Interests (as defined herein). None of the REMIC I Regular Interests will be certificated.

Designation	Initial Uncertificated Principal Balance	Uncertificated REMIC I Pass-Through Rate		Latest Possible Maturity Date ⁽¹⁾
PO	$ 54,217.74	0.000%	November 25, 2035
1-Sub	$ 21,264.73	5.500%	November 25, 2035
1-ZZZ	$ 223,780,462.64	5.500%	November 25, 2035
2-Sub	$ 14,822.32	8.000%	November 25, 2035
2-ZZZ	$ 155,983,496.40	8.000%	November 25, 2035
R-2	$ 50.00	0.000%	November 25, 2035
R-3	$ 50.00	0.000%	November 25, 2035
P	$ 100.00	0.000%	November 25, 2035
X	(3)	(2)	November 25, 2035

___________________

(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each of the REMIC I Regular Interests.

(2)	Calculated in accordance with the definition of “Uncertificated REMIC I Pass-Through Rate” herein.

(3) REMIC I Regular Interest X will not have an Uncertificated Principal Balance but will accrue interest on its uncertificated notional amount calculated in accordance with the definition of “Uncertificated Notional Amount” herein.

REMIC II

As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC II.” The Class R-2 Certificates will represent the sole class of Residual Interests in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC II Pass-Through Rate, the initial Uncertificated Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC II Regular Interests (as defined herein). None of the REMIC II Regular Interests will be certificated.

Designation	Initial Uncertificated Principal Balance		Uncertificated REMIC II Pass-Through Rate	Latest Possible Maturity Date ⁽¹⁾
A-1	$ 141,176,000.00	(2)			November 25, 2035
A-4	$ 61,000,000.00	(2)			November 25, 2035
A-5	$ 82,030,000.00	(2)			November 25, 2035
A-6	$ 1,209,000.00	(2)			November 25, 2035
A-7	$ 13,298,000.00	(2)			November 25, 2035
A-8	$ 20,000,000.00	(2)			November 25, 2035
A-9	$ 25,000,000.00	(2)			November 25, 2035
B-1	$ 15,194,000.00	(2)			November 25, 2035
B-2	$ 6,647,000.00	(2)			November 25, 2035
B-3	$ 3,989,000.00	(2)			November 25, 2035
B-4	$ 4,558,000.00	(2)			November 25, 2035
B-5	$ 3,229,000.00	(2)			November 25, 2035
B-6	$ 2,470,046.09	(2)			November 25, 2035
X-1	(4)	(3)			November 25, 2035
PO	$ 54,217.74	0.00%			November 25, 2035
R-3	$ 50.00	0.00%			November 25, 2035
P	$ 100.00	0.00%			November 25, 2035

___________________

(2)	Calculated in accordance with the definition of “Uncertificated REMIC II Pass-Through Rate” herein.

(3) For federal income tax purposes, REMIC II Regular Interest X-1 will not have an Uncertificated REMIC II Pass-Through Rate, but will be entitled to 100% of the amounts distributed on REMIC I Regular Interest X.

(4) For federal income tax purposes, REMIC II Regular Interest X-1 will not have an Uncertificated Principal Balance, but will have an uncertificated notional amount equal to the Uncertificated Notional Amount of REMIC I Regular Interest X.

REMIC III

As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III.” The Class R-3 Certificates will represent the sole class of Residual Interests in REMIC III for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the Class designation, the Pass-Through Rate, the Initial Certificate Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each Class of Certificates that represents one or more Regular Interests in REMIC III created hereunder and the Class R-1, Class R-2 and Class R-3 Certificates.

Designation	Initial Uncertificated Principal Balance		Uncertificated REMIC III Pass-Through Rate	Latest Possible Maturity Date ⁽¹⁾
A-1	$	141,176,000.00	Class A-1 Pass-Through Rate	November 25, 2035
A-2	$	(2)	Class A-2 Pass-Through Rate	November 25, 2035
A-3	$	(2)	Class A-3 Pass-Through Rate	November 25, 2035
A-4	$	61,000,000.00	Class A-4 Pass-Through Rate	November 25, 2035
A-5	$	82,030,000.00	Class A-5 Pass-Through Rate	November 25, 2035
A-6	$	1,209,000	N/A(1)	November 25, 2035
A-7	$	13,298,000.00	Class A-7 Pass-Through Rate	November 25, 2035
A-8	$	20,000,000.00	Class A-8 Pass-Through Rate	November 25, 2035
A-9	$	25,000,000.00	Class A-9 Pass-Through Rate	November 25, 2035
A-10	$	(3)	Class A-10 Pass-Through Rate	November 25, 2035
X-1	$	(4)	Class X-1 Pass-Through Rate	November 25, 2035
PO	$	54,217.74	N/A(1)	November 25, 2035
R-1	$	50.00	N/A(1)	November 25, 2035
R-2	$	50.00	N/A(1)	November 25, 2035
R-3	$	50.00	N/A(1)	November 25, 2035
B-1	$	15,194,000.00	Class B Pass-Through Rate	November 25, 2035
B-2	$	6,647,000.00	Class B Pass-Through Rate	November 25, 2035
B-3	$	3,989,000.00	Class B Pass-Through Rate	November 25, 2035
B-4	$	4,558,000.00	Class B Pass-Through Rate	November 25, 2035
B-5	$	3,229,000.00	Class B Pass-Through Rate	November 25, 2035
B-6	$	2,470,046.09	Class B Pass-Through Rate	November 25, 2035
P	$	100.00	N/A(1)	November 25, 2035

___________________

(1)	The Class A-6, Class PO, Class R-1, Class R-2, Class R-3 and Class P Certificates are not entitled to distributions in respect of interest.
(2)	The Class A-2 Certificates and Class A-3 Certificates do not have an initial Certificate Principal Balance. The Class A-2 Certificates and Class A-3 Certificates each have an initial Notional Amount of $141,176,000.00, and for any subsequent Distribution Date, the Class A-2 Certificates and Class A-3 Certificates will each have a Notional Amount equal to the Certificate Principal Balance of the Class A-1 Certificates as of such Distribution Date. For federal income tax purposes, however, the Notional Amount of each of the Class A-2 Certificates and Class A-3 Certificates will be the Uncertificated Principal Balance of REMIC II Regular Interest A-1.
(3)	The Class A-10 Certificates do not have a Certificate Principal Balance. The Class A-10 Certificates have an initial Notional Amount of $25,000,000.00, and for any subsequent Distribution Date, the Class A-10 Certificates will have a Notional Amount equal to the Certificate Principal Balance of the Class A-9 Certificates as of such Distribution Date. For federal income tax purposes, however, the Notional Amount of the Class A-10 Certificates will be the Uncertificated Principal Balance of REMIC II Regular Interest A-9.

(4)

The Class X-1 Certificates do not have a Certificate Principal Balance. The Class X-1 Certificates have an initial Notional Amount of $4,801,590.54, and for any subsequent Distribution Date, the Class X-1 Certificates will have a Notional Amount equal to the aggregate Stated Principal Balance of the Mortgage Loans in Subgroup 2 that have Net Mortgage Rates greater than 8.00% per annum. For federal income tax purposes, however, the Notional Amount of the Class X-1 Certificates will be an amount equal to the Uncertificated Notional Amount of REMIC II Regular Interest X-1.

The Trust Fund shall be named, and may be referred to as, the “Bear Stearns Asset Backed Securities I Trust 2005-AC8.” The Certificates issued hereunder may be referred to as “Asset-Backed Certificates Series 2005-AC8” (including for purposes of any endorsement or assignment of a Mortgage Note or Mortgage).

In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller, the Company and the Trustee agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01

Defined Terms .

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

Accepted Master Servicing Practices : With respect to any Mortgage Loan, those customary mortgage servicing practices of prudent mortgage servicing institutions that master service mortgage loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, to the extent applicable to the Trustee or the Master Servicer (except in its capacity as successor to the Company or the related Servicer).

Accepted Servicing Practices : With respect to each EMC Mortgage Loan, those mortgage servicing practices (including collection procedures) that are in accordance with all applicable statutes, regulations and prudent mortgage banking practices for similar mortgage loans.

Account : The Distribution Account, the Master Servicer Collection Account, the Pre-Funding Account, the Interest Coverage Account, the Corridor Contract Reserve Fund and the Protected Account.

Accretion Directed Certificates : The Class A-5, Class A-6, Class A-7 and Class A-9 Certificates.

Accretion Termination Date : Shall mean the Distribution Date on which the Certificate Principal Balances of the Class A-5, Class A-6, Class A-7 and Class A-9 Certificates are reduced to zero.

Accrual Certificates : The Class A-8 Certificates.

Accrual Distribution Amount : With respect to each Distribution Date preceding the Accretion Termination Date, an amount equal to the aggregate amount of Accrued Certificate Interest on the Class A-8 Certificates for such Distribution Date, which amount shall be added to the Certificate Principal Balance of the Class A-8 Certificates to the extent such amounts are required to be distributed to the holders of the Class A-5, Class A-6, Class A-7 and Class A-9 Certificates, in the manner and order of priority set forth in Section 6.04(e), as principal in reduction of the Certificate Principal Balances of the Class A-5, Class A-6, Class A-7 and Class A-9 Certificates.

Accrued Certificate Interest : With respect to any Certificate (other than the Class A-6, Class PO, Class P and Class R Certificates) for any Distribution Date, means an amount equal to the interest accrued during the related Interest Accrual Period at the applicable Pass-Through Rate on the Certificate Principal Balance or Notional Amount of such Certificate immediately prior to such Distribution Date less (i) in the case of any such Senior Certificate, such Certificate’s share of any Net Interest Shortfalls from the related Mortgage Loans and, after the Cross-Over Date, the interest portion of any Realized Losses on the related Mortgage Loans and

(ii) in the case of a Subordinate Certificate, such Certificate’s share of any Net Interest Shortfalls and the interest portion of any Realized Losses on the Mortgage Loans. Such Net Interest Shortfalls will be allocated among the Certificates (other than the Class A-6, Class PO, Class P and Class R Certificates) in proportion to the amount of Accrued Certificate Interest that would have been allocated thereto in the absence of such shortfalls. Accrued Certificate Interest with respect to the Class A (other than Class A-6 Certificates), Class X-1 and Class B Certificates will be based on a 360-day year that consists of twelve 30-day months. No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the outstanding Certificate Principal Balance or Notional Amount of such Certificate has been reduced to zero.

Additional Master Servicing Compensation : The meaning specified in Section 4.14.

Advance : An advance of delinquent payments of principal or interest in respect of a Mortgage Loan required to be made by the Company as provided in Section 6.01(a) hereof, by the related Servicer in accordance with the related Servicing Agreement or by the Master Servicer as provided in Section 6.01(b) hereof.

Agreement : This Pooling and Servicing Agreement and any and all amendments or supplements hereto made in accordance with the terms herein.

Allocable Share : With respect to any Class of Subordinate Certificates on any Distribution Date will generally equal such Class’s pro rata share (based on the Certificate Principal Balance of each Class entitled thereto) of the sum of each of the components of the definition of Subordinate Optimal Principal Amount for each Subgroup; provided, that, except as described in the second succeeding sentence, no Class of Subordinate Certificates (other than the Class of Subordinate Certificates outstanding with the lowest numerical designation) shall be entitled on any Distribution Date to receive distributions pursuant to clauses (2), (3) and (5) of the definition of Subordinate Optimal Principal Amount unless the Class Prepayment Distribution Trigger for the related Class is satisfied for such Distribution Date. The “Class Prepayment Distribution Trigger” for a Class of Subordinate Certificates for any Distribution Date is satisfied if the fraction (expressed as a percentage), the numerator of which is the aggregate Certificate Principal Balance of such Class and each Class subordinated thereto, if any, and the denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans as of the related Due Date, equals or exceeds such percentage calculated as of the Closing Date. If on any Distribution Date the Certificate Principal Balance of any Class of Subordinate Certificates for which the related Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero, any amounts distributable to such Class pursuant to clauses (2), (3) and (5) of the definition of Subordinate Optimal Principal Amount, to the extent of such Class’s remaining Allocable Share, shall be distributed to the remaining Classes of Subordinate Certificates in reduction of their respective Certificate Principal Balances, sequentially, in the order of their numerical Class designations. If the Class Prepayment Distribution Trigger is not satisfied for any Class of Subordinate Certificates on any Distribution Date, this may have the effect of accelerating the amortization of more senior Classes of Subordinate Certificates.

Amount Held for Future Distribution : As to any Distribution Date, the aggregate amount held in the Company’s or the related Servicer’s Protected Accounts at the close of business on the immediately preceding Determination Date on account of (i) all Scheduled Payments or

portions thereof received in respect of the Mortgage Loans due after the related Due Period and (ii) Principal Prepayments, Liquidation Proceeds and Insurance Proceeds received in respect of such Mortgage Loans after the last day of the related Prepayment Period.

Applied Realized Loss Amount : With respect to any Class of Subordinate Certificates and as to any Distribution Date, the Realized Losses with respect to the Mortgage Loans which have been applied in reduction of the Certificate Principal Balance of that Class of Certificates pursuant to Section 6.05 of this Agreement, which have not previously been reimbursed reduced by any Subsequent Recoveries applied to such Applied Realized Loss Amount.

Appraised Value : With respect to any Mortgage Loan originated in connection with a refinancing, the appraised value of the Mortgaged Property based upon the appraisal made at the time of such refinancing or, with respect to any other Mortgage Loan, the lesser of (x) the appraised value of the Mortgaged Property based upon the appraisal made by a fee appraiser at the time of the origination of the related Mortgage Loan, and (y) the sales price of the Mortgaged Property at the time of such origination.

Assignment Agreement : Shall mean any of the HSBC Assignment Agreement, Harbourside Assignment Agreement, PHH Assignment Agreement, SunTrust Assignment Agreement and GreenPoint Assignment Agreement.

Available Funds : Shall mean the sum of Interest Funds and Principal Funds relating to the Mortgage Loans, plus an amount equal to $150 which will be used to make principal distributions to the Class R Certificates.

Bankruptcy Code : Title 11 of the United States Code.

Bishop’s Gate : Bishop’s Gate Residential Mortgage Trust.

Book-Entry Certificates : Any of the Certificates that shall be registered in the name of the Depository or its nominee, the ownership of which is reflected on the books of the Depository or on the books of a person maintaining an account with the Depository (directly, as a “Depository Participant”, or indirectly, as an indirect participant in accordance with the rules of the Depository and as described in Section 7.06). As of the Closing Date, each Class of Offered Certificates constitutes a Class of Book-Entry Certificates.

Business Day : Any day other than (i) a Saturday or a Sunday, or (ii) a day on which banking institutions in The City of New York, New York, Minneapolis, Minnesota, Columbia, Maryland or the city in which the Corporate Trust Office of the Trustee or the principal office of the Company or the Master Servicer is located are authorized or obligated by law or executive order to be closed.

Certificate : Any one of the certificates of any Class executed and authenticated by the Securities Administrator in substantially the forms attached hereto as Exhibits A-1 through A-8.

Certificateholder or Holder : The person in whose name a Certificate is registered in the Certificate Register (initially, Cede & Co., as nominee for the Depository, in the case of any Book-Entry Certificates).

Certificate Owner : With respect to a Book-Entry Certificate, the Person that is the beneficial owner of such Book-Entry Certificate.

Certificate Principal Balance : With respect to any Class of Certificates (other than the Class A-2, Class A-3, Class A-10, Class X-1 and Class R Certificates) and any Distribution Date, is the original Certificate Principal Balance of such Class, less the sum of (i) all amounts in respect of principal distributed to such Class on previous Distribution Dates and (ii) any Applied Realized Loss Amounts allocated to such Class on previous Distribution Dates; provided that, the Certificate Principal Balance of any Class of Subordinate Certificates with the highest payment priority to which Realized Losses have been allocated shall be increased by the amount of any Subsequent Recoveries on the related Mortgage Loans received by the Master Servicer, but not by more than the amount of Realized Losses previously allocated to reduce the Certificate Principal Balance of that Certificate and not previously reimbursed to such Certificate as an Applied Realized Loss Amount.

Certificate Register : The register maintained pursuant to Section 7.02 hereof.

Class : All Certificates bearing the same Class designation as set forth in Section 7.01 hereof.

Class A Certificate : Any of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9 and Class A-10.

Class A-1 Certificate : Any Certificate designated as a “Class A-1 Certificate” on the face thereof, in the form of Exhibit A-1 hereto, representing the right to the Percentage Interest of distributions provided for the Class A-1 Certificates as set forth herein and evidencing a Regular Interest in REMIC III.

Class A-1 Pass-Through Rate : With regard to the Class A-1 Certificates and any Distribution Date, One-Month LIBOR plus 0.33% per annum, with a maximum rate of 8.00% per annum and a minimum rate of 0.33% per annum.

Class A-2 Certificate : Any Certificate designated as a “Class A-2 Certificate” on the face thereof, in the form of Exhibit A-1 hereto, representing the right to the Percentage Interest of distributions provided for the Class A-2 Certificates as set forth herein and evidencing a Regular Interest in REMIC III.

Class A-2 Pass-Through Rate : With regard to the Class A-2 Certificates and any Distribution Date, 7.67% per annum minus One-Month LIBOR, with a maximum rate of 0.02% per annum and a minimum rate of 0.00% per annum.

Class A-3 Certificate : Any Certificate designated as a “Class A-3 Certificate” on the face thereof, in the form of Exhibit A-1 hereto, representing the right to the Percentage Interest of distributions provided for the Class A-3 Certificates as set forth herein and evidencing a Regular Interest in REMIC III.

Class A-3 Pass-Through Rate : With regard to the Class A-3 Certificates and any Distribution Date, 7.65% per annum minus One-Month LIBOR, with a maximum rate of 7.65% per annum and a minimum rate of 0.00% per annum.

Class A-4 Certificate : Any Certificate designated as a “Class A-4 Certificate” on the face thereof, in the form of Exhibit A-1 hereto, representing the right to the Percentage Interest of distributions provided for the Class A-4 Certificates as set forth herein and evidencing a Regular Interest in REMIC III.

Class A-4 Pass-Through Rate : With regard to the Class A-4 Certificates and any Distribution Date, 5.50% per annum.

Class A-5 Certificate : Any Certificate designated as a “Class A-5 Certificate” on the face thereof, in the form of Exhibit A-1 hereto, representing the right to the Percentage Interest of distributions provided for the Class A-5 Certificates as set forth herein and evidencing a Regular Interest in REMIC III.

Class A-5 Pass-Through Rate : With regard to the Class A-5 Certificates and any Distribution Date, 5.50% per annum.

Class A-6 Certificate : Any Certificate designated as a “Class A-6 Certificate” on the face thereof, in the form of Exhibit A-1 hereto, representing the right to the Percentage Interest of distributions provided for the Class A-6 Certificates as set forth herein and evidencing a Regular Interest in REMIC III.

Class A-7 Certificate : Any Certificate designated as a “Class A-7 Certificate” on the face thereof, in the form of Exhibit A-1 hereto, representing the right to the Percentage Interest of distributions provided for the Class A-7 Certificates as set forth herein and evidencing a Regular Interest in REMIC III.

Class A-7 Pass-Through Rate : With regard to the Class A-7 Certificates and any Distribution Date, 6.00% per annum

Class A-8 Certificate : Any Certificate designated as a “Class A-8 Certificate” on the face thereof, in the form of Exhibit A-1 hereto, representing the right to the Percentage Interest of distributions provided for the Class A-8 Certificates as set forth herein and evidencing a Regular Interest in REMIC III.

Class A-8 Pass-Through Rate : With regard to the Class A-8 Certificates and any Distribution Date, 5.50% per annum.

Class A-9 Certificate : Any Certificate designated as a “Class A-9 Certificate” on the face thereof, in the form of Exhibit A-1 hereto, representing the right to the Percentage Interest of distributions provided for the Class A-9 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive payments in respect of the Corridor Contract Amount.

Class A-9 Pass-Through Rate : With regard to the Class A-9 Certificates and any Distribution Date, One-Month LIBOR plus 0.60% per annum, with a maximum rate of 5.50% per annum and a minimum rate of 0.60% per annum.

Class A-10 Certificate : Any Certificate designated as a “Class A-10 Certificate” on the face thereof, in the form of Exhibit A-1 hereto, representing the right to the Percentage Interest of distributions provided for the Class A-10 Certificates as set forth herein and evidencing a Regular Interest in REMIC III.

Class A-10 Pass-Through Rate : With regard to the Class A-10 Certificates and any Distribution Date, 4.90% per annum minus One-Month LIBOR, with a maximum rate of 4.90% per annum and a minimum rate of 0.00% per annum.

Class B Certificates : Any of the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates.

Class B-1 Certificate : Any Certificate designated as a “Class B-1 Certificate” on the face thereof, in the form of Exhibit A-3 hereto, representing the right to the Percentage Interest of distributions provided for the Class B-1 Certificates as set forth herein as set forth herein and evidencing a Regular Interest in REMIC III.

Class B-2 Certificate : Any Certificate designated as a “Class B-2 Certificate” on the face thereof, in the form of Exhibit A-3 hereto, representing the right to the Percentage Interest of distributions provided for the Class B-2 Certificates as set forth herein as set forth herein and evidencing a Regular Interest in REMIC III.

Class B-3 Certificate : Any Certificate designated as a “Class B-3 Certificate” on the face thereof, in the form of Exhibit A-3 hereto, representing the right to the Percentage Interest of distributions provided for the Class B-3 Certificates as set forth herein as set forth herein and evidencing a Regular Interest in REMIC III.

Class B-4 Certificate : Any Certificate designated as a “Class B-4 Certificate” on the face thereof, in the form of Exhibit A-3 hereto, representing the right to the Percentage Interest of distributions provided for the Class B-4 Certificates as set forth herein as set forth herein and evidencing a Regular Interest in REMIC III.

Class B-5 Certificate : Any Certificate designated as a “Class B-5 Certificate” on the face thereof, in the form of Exhibit A-3 hereto, representing the right to the Percentage Interest of distributions provided for the Class B-5 Certificates as set forth herein as set forth herein and evidencing a Regular Interest in REMIC III.

Class B-6 Certificate : Any Certificate designated as a “Class B-6 Certificate” on the face thereof, in the form of Exhibit A-3 hereto, representing the right to the Percentage Interest of distributions provided for the Class B-6 Certificates as set forth herein as set forth herein and evidencing a Regular Interest in REMIC III.

Class B Pass-Through Rate : With regard to the Class B Certificates and any Distribution Date, the weighted average of 5.50% and 8.00% per annum, weighted in proportion to the results

of subtracting from the aggregate Stated Principal Balance of the Mortgage Loans in Subgroup 1 and Subgroup 2, respectively (other than the PO Percentage of the principal balance of any of such Mortgage Loans), the aggregate Certificate Principal Balance of the related Class or Classes of Senior Certificates, other than the Class PO Certificates and Class R Certificates; provided that, for federal income tax purposes, the equivalent of the foregoing expressed as the weighted average of the Uncertificated REMIC II Pass-Through Rates of REMIC II Regular Interest B-1, REMIC II Regular Interest B-2, REMIC II Regular Interest B-3, REMIC II Regular Interest B-4, REMIC II Regular Interest B-5, REMIC II Regular Interest B-6, weighted on the basis of their respective Uncertificated Principal Balances.

Class P Certificate : Any Certificate designated as a “Class P Certificate” on the face thereof, in the form of Exhibit A-5 hereto, representing the right to its Percentage Interest of distributions provided for the Class P Certificates as set forth herein and evidencing a Regular Interest in REMIC III.

Class P Certificate Account : The account established and maintained by the Securities Administrator pursuant to Section 6.09 hereof.

Class PO Certificate : Any Certificate designated as a “Class PO Certificate” on the face thereof, in the form of Exhibit A-1 hereto, representing the right to the Percentage Interest of distributions provided for the Class PO Certificates as set forth herein and evidencing a Regular Interest in REMIC III.

Class PO Certificate Deferred Payment Writedown Amount : With respect to any Distribution Date and the Class PO Certificates, the amount distributed to the Class PO Certificates on such Distribution Date pursuant to priority fifth under Section 6.04 herein. The Class PO Certificate Deferred Payment Writedown Amount will be allocated to the Classes of Subordinate Certificates in inverse order of their numerical class designations, until the Certificate Principal Balance of each such Class has been reduced to zero.

Class PO Certificate Principal Distribution Amount : With respect to each Distribution Date and the Class PO Certificates, means an amount equal to the sum of the following (but in no event greater than the aggregate Certificate Principal Balance of the Class PO Certificates immediately prior to such Distribution Date):

(i) the PO Percentage of the principal portion of all monthly payments due on the Discount Mortgage Loan in Subgroup 1 on the related Due Date, as specified in the amortization schedule at the time applicable thereto (after adjustment for previous principal prepayments but before any adjustment to such amortization schedule by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace period);

(ii) the PO Percentage of the Stated Principal Balance of each Discount Mortgage Loan in Subgroup 1 which was the subject of a prepayment in full received by the related servicer during the applicable Prepayment Period (as defined below);

(iii) the PO Percentage of all partial prepayments allocated to principal received during the applicable Prepayment Period with respect to any Discount Mortgage Loan in Subgroup 1;

(iv) the lesser of (a) the PO Percentage of the sum of (A) all Net Liquidation Proceeds allocable to principal received in respect of each Discount Mortgage Loan in Subgroup 1 which became a Liquidated Loan during the related Prepayment Period (other than a Discount Mortgage Loan described in the immediately following clause (B)) and all Subsequent Recoveries received in respect of each defaulted Discount Mortgage Loan in Subgroup 1 during the related Due Period and (B) the Stated Principal Balance of each such Discount Mortgage Loan in Subgroup 1 purchased by an insurer from the trustee during the related Prepayment Period pursuant to the related primary mortgage insurance policy, if any, or otherwise; and (b) the PO Percentage of the sum of (A) the Stated Principal Balance of each Discount Mortgage Loan in Subgroup 1 which became a Liquidated Loan during the related Prepayment Period (other than a Discount Mortgage Loan described in the immediately following clause (B)) and (B) the Stated Principal Balance of each such Discount Mortgage Loan that was purchased by an insurer from the trustee during the related Prepayment Period pursuant to the related primary mortgage insurance policy, if any or otherwise; and

(v) the PO Percentage of the sum of (a) the Stated Principal Balance of each Discount Mortgage Loan in Subgroup 1 which was repurchased by the seller in connection with such Distribution Date and (b) the excess, if any, of the Stated Principal Balance of each Discount Mortgage Loan in Subgroup 1 that has been replaced by the seller with a substitute Mortgage Loan pursuant to the pooling and servicing agreement in connection with such Distribution Date over the Stated Principal Balance of each such substitute Discount Mortgage Loan.

Class R Certificates : Any of the Class R-1, Class R-2 and Class R-3 Certificates.

Class R Deposit : An amount equal to $150, which shall be included as part of the Available Funds attributable to Subgroup 1 and distributed as principal to the Class R Certificates on the first Distribution Date.

Class R-1 Certificate : Any Certificate designated as a “Class R-1 Certificate” on the face thereof, in the form set forth in Exhibit A-6 hereto, evidencing the Residual Interest in REMIC I and representing the right to the Percentage Interest of distributions provided for the Class R-1 Certificates as set forth herein.

Class R-2 Certificate : Any Certificate designated as a “Class R-2 Certificate” on the face thereof, in the form set forth in Exhibit A-6 hereto, evidencing the Residual Interest in REMIC II and representing the right to the Percentage Interest of distributions provided for the Class R-2 Certificates as set forth herein.

Class R-3 Certificate : Any Certificate designated as a “Class R-1 Certificate” on the face thereof, in the form set forth in Exhibit A-6 hereto, evidencing the Residual Interest in REMIC III and representing the right to the Percentage Interest of distributions provided for the Class R-3 Certificates as set forth herein.

Class X-1 Certificate : Any Certificate designated as a “Class X-1 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to its Percentage Interest of distributions provided for the Class X-1 Certificates as set forth herein and evidencing a Regular Interest in REMIC III..

Class X-1 Pass-Through Rate : With respect to the Class X-1 Certificates and to any Distribution Date, the weighted average of the excess, if any, of (a) the Net Mortgage Rate on each Mortgage Loan in Subgroup 2 with a Net Mortgage Rate greater than 8.00% per annum over (b) 8.00% per annum. For federal income tax purposes, the Class X-1 Certificates will not have a Pass-Through Rate, but will be entitled to receive 100% of the interest payable with respect to REMIC II Regular Interest X-1.

Closing Date : October 31, 2005.

Code : The Internal Revenue Code of 1986, including any successor or amendatory provisions.

Company : EMC.

Compensating Interest : An amount, not to exceed the Servicing Fee, to be deposited in the Master Servicer Collection Account by the Company or the related Servicer to the payment of a Prepayment Interest Shortfall on a Mortgage Loan subject to this Agreement; provided that in the event the Company or the related Servicer fails to make such payment, the Master Servicer shall be obligated to do so to the extent provided in Section 6.02(c) hereof.

Confirmation : With respect to the Class A-9 Certificates, the Confirmation (reference #FXNEC7561) dated October 31, 2005, evidencing a transaction between the Corridor Contract Counterparty and the Trustee.

Corporate Trust Office : The designated office of the Trustee where at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located at US Bank Corporate Trust Services, One Federal Street, 3rd Floor, Boston, Massachusetts 02110, Attention: Corporate Trust Services/BSABS I 2005-AC8, or at such other address as the Trustee may designate from time to time.

Corresponding Certificate : With respect to each REMIC II Regular Interest, the Certificate with the corresponding designation.

Corridor Contract : With respect to the Class A-9 Certificates, the transaction evidenced by the Confirmation, a form of which is attached hereto as Exhibit M.

Corridor Contract Amount : As to the Class A-9 Certificates and any Distribution Date on or prior to the Distribution Date in July 2010 for which LIBOR (as determined by the Corridor Contract Counterparty) exceeds 4.90%, an amount equal to interest for the related Interest Accrual Period on the Certificate Principal Balance of the Class A-9 Certificates immediately prior to such Distribution Date at a rate equal to the excess of (i) the lesser of LIBOR (as determined by the applicable Corridor Contract Counterparty) and 8.90% over (ii) 4.90%.

Corridor Contract Counterparty : Bear Stearns Financial Products, Inc.

Corridor Contract Reserve Fund : The separate fund created and initially maintained by the Trustee pursuant to Section 5.01(e) in the name of the Trustee for the benefit of the Holders of the Class A-9 Certificates and designated “U.S. Bank National Association in trust for registered holders of Asset Backed Certificates, Series 2005-AC8, Class A-9.” Funds in the

Corridor Contract Reserve Fund shall be held in trust for the Holders of the Class A-9 Certificates for the uses and purposes set forth in this Agreement.

Corridor Contract Scheduled Termination Date : With respect to the Class A-9 Certificates, the Distribution Date in June 2010.

Cross-Over Date : The first Distribution Date on which the aggregate Certificate Principal Balance of the Subordinate Certificates has been reduced to zero (giving effect to all related distributions on such Distribution Date).

Custodial Agreement : An agreement, dated as of October 31, 2005, among the Depositor, the Seller, the Trustee, the Master Servicer and the Custodian in substantially the form of Exhibit J hereto.

Custodian : Wells Fargo Bank, National Association, or any successor custodian appointed pursuant to the provisions hereof and the Custodial Agreement.

Cut-off Date : The close of business on October 1, 2005.

Cut-off Date Principal Balance : As to any Mortgage Loan, the unpaid principal balance thereof as of the close of business on the Cut-off Date after application of all Principal Prepayments received prior to the Cut-off Date and scheduled payments of principal due on or before the Cut-off Date, whether or not received, but without giving effect to any installments of principal received in respect of Due Dates after the Cut-off Date.

Debt Service Reduction : With respect to any Mortgage Loan, a reduction by a court of competent jurisdiction in a proceeding under the Bankruptcy Code in the Scheduled Payment for such Mortgage Loan that became final and non-appealable, except such a reduction resulting from a Deficient Valuation or any other reduction that results in a permanent forgiveness of principal.

Deficient Valuation : With respect to any Mortgage Loan, a valuation by a court of competent jurisdiction of the Mortgaged Property in an amount less than the then outstanding indebtedness under such Mortgage Loan, or any reduction in the amount of principal to be paid in connection with any Scheduled Payment that results in a permanent forgiveness of principal, which valuation or reduction results from an order of such court that is final and non-appealable in a proceeding under the Bankruptcy Code.

Definitive Certificates : As defined in Section 7.06.

Deleted Mortgage Loan : A Mortgage Loan replaced or to be replaced by a Replacement Mortgage Loan.

Delinquent : A Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant to the terms of such Mortgage Loan by the close of business on the day such payment is scheduled to be due. A Mortgage Loan is “30 days delinquent” if such payment has not been received by the close of business on the corresponding day of the month immediately succeeding the month in which such payment was due, or, if there is no such corresponding day (e.g., as when a 30-day month follows a 31-day month in which a payment was due on the 31st day of

such month), then on the last day of such immediately succeeding month. Similarly for “60 days delinquent,” “90 days delinquent” and so on.

Denomination : With respect to each Certificate, the amount set forth on the face thereof as the “Initial Principal Balance or initial notional amount of this Certificate”.

Depositor : Bear Stearns Asset Backed Securities I LLC, a Delaware limited liability company, or its successor in interest.

Depository : The initial Depository shall be The Depository Trust Company (“DTC”), the nominee of which is Cede & Co., or any other organization registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The Depository shall initially be the registered Holder of the Book-Entry Certificates. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York.

Depository Agreement : With respect to the Class of Book-Entry Certificates, the agreement among the Depositor, the Trustee and the initial Depository, dated as of the Closing Date, substantially in the form of Exhibit H.

Depository Participant : A broker, dealer, bank or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository.

Determination Date : With respect to any Distribution Date, the 15th day of the month of such Distribution Date or, if such 15th day is not a Business Day, the immediately preceding Business Day.

Discount Mortgage Loan : With respect to Subgroup 1, any Mortgage Loan with a Net Mortgage Rate less than 5.50% per annum.

Distribution Account : The separate Eligible Account created and maintained by the Securities Administrator pursuant to Section 5.08 in the name of the Trustee for the benefit of the Certificateholders and designated “U.S. Bank National Association, in trust for registered Holders of Bear Stearns Asset Backed Securities I LLC, Asset-Backed Certificates, Series 2005-AC8” shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.

Distribution Account Deposit Date : As to any Distribution Date, on or before 3:00 p.m. Eastern time on the Business Day immediately preceding such Distribution Date.

Distribution Date : The 25th day of each calendar month after the initial issuance of the Certificates, or if such 25th day is not a Business Day, the next succeeding Business Day, commencing in November 2005.

Due Date : As to any Mortgage Loan, the date in each month on which the related Scheduled Payment is due, as set forth in the related Mortgage Note.

Due Period : With respect to any Distribution Date, the period from the second day of the calendar month preceding the calendar month in which such Distribution Date occurs through close of business on the first day of the calendar month in which such Distribution Date occurs.

Eligible Account : Any of (i) an account or accounts maintained with a federal or state chartered depository institution or trust company, the long-term unsecured debt obligations and short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of such holding company, so long as Moody’s is not a Rating Agency) are rated by each Rating Agency in one of its two highest long-term and its highest short-term rating categories respectively, at the time any amounts are held on deposit therein, or (ii) an account or accounts in a depository institution or trust company in which such accounts are insured by the FDIC (to the limits established by the FDIC) and the uninsured deposits in which accounts are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating Agency, the Certificateholders have a claim with respect to the funds in such account or a perfected first priority security interest against any collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution or trust company in which such account is maintained, or (iii) a trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust company having capital and surplus of not less than $50,000,000, acting in its fiduciary capacity or (iv) any other account acceptable to the Rating Agencies. Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee.

EMC : EMC Mortgage Corporation, a Delaware corporation.

EMC Mortgage Loans : Those Mortgage Loans serviced by the Company pursuant to the terms of this Agreement.

ERISA : The Employee Retirement Income Security Act of 1974, as amended.

ERISA Restricted Certificates : Any of the Class R, Class P or Class I-X Certificates.

Event of Default : As defined in Section 9.01 hereof.

Excess Liquidation Proceeds : To the extent not required by law to be paid to the related Mortgagor, the excess, if any, of any Liquidation Proceeds with respect to a Mortgage Loan over the Stated Principal Balance of such Mortgage Loan and accrued and unpaid interest at the related Mortgage Rate through the last day of the month in which the Mortgage Loan has been liquidated.

Exemption : Prohibited Transaction Exemption 90-30, as amended from time to time.

Fannie Mae : Fannie Mae (formerly, Federal National Mortgage Association), or any successor thereto.

FDIC : The Federal Deposit Insurance Corporation, or any successor thereto.

Final Recovery Determination : With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by the Seller pursuant to or as contemplated by Section 2.03(c) or Section 11.01), a determination made by the Company pursuant to this Agreement or the applicable Servicer pursuant to the related Servicing Agreement that all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which the Company or such Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered. The Master Servicer shall maintain records, based solely on information provided by each Servicer, of each Final Recovery Determination made thereby.

Fiscal Quarter : December 1 to February 29 (or the last day in such month), March 1 to May 31, June 1 to August 31, or September to November 30, as applicable.

Freddie Mac : Freddie Mac (formerly The Federal Home Loan Mortgage Corporation), or any successor thereto.

Global Certificate : Any Private Certificate registered in the name of the Depository or its nominee, beneficial interests in which are reflected on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly or as an indirect participant in accordance with the rules of such depository).

GreenPoint : GreenPoint Mortgage Funding, Inc. and any successor thereto.

GreenPoint Assignment Agreement : The Assignment, Assumption and Recognition Agreement, dated as of October 31, 2005, by and among the Seller, GreenPoint and the Trustee evidencing the assignment of the GreenPoint Servicing Agreement to the Trust.

GreenPoint Servicing Agreement : The Purchase, Warranties and Servicing Agreement, dated as of September 1, 2003, between the Seller and GreenPoint.

Harbourside : Savannah Bank, NA dba Harbourside Mortgage Corporation, and any successor thereto.

Harbourside Assignment Agreement : The Assignment, Assumption and Recognition Agreement, dated as of October 31, 2005, by and among the Seller, Harbourside and the Trustee evidencing the assignment of the Harbourside Servicing Agreement to the Trust.

Harbourside Servicing Agreement : The Purchase, Warranties and Servicing Agreement, dated as of April 1, 2005, by and among the Seller and Harbourside.

HSBC : HSBC Mortgage Corporation, and any successor thereto.

HSBC Assignment Agreement : The Assignment, Assumption and Recognition Agreement, dated as of October 31, 2005, by and among the Seller, HSBC and the Trustee evidencing the assignment of the HSBC Servicing Agreement to the Trust.

HSBC Servicing Agreement : Shall mean the Purchase, Warranties and Servicing Agreement, dated as of May 1, 2002, by and among the Seller and HSBC, as modified by the HSBC Assignment Agreement.

Indemnified Persons : The Trustee, the Master Servicer, the Company, the Trust Fund and the Securities Administrator and their officers, directors, agents and employees and, with respect to the Trustee, any separate co-trustee and its officers, directors, agents and employees.

Individual Certificate : Any Private Certificate registered in the name of the Holder other than the Depository or its nominee.

Initial Certificate Principal Balance : With respect to any Certificate, the Certificate Principal Balance of such Certificate or any predecessor Certificate on the Closing Date.

Initial Mortgage Loan : A Mortgage Loan transferred and assigned to the Trustee on the Closing Date pursuant to Section 2.01 and held as a part of the Trust, as identified in the applicable Mortgage Loan Schedule.

Insurance Policy : With respect to any Mortgage Loan included in the Trust Fund, any insurance policy or LPMI Policy, including all riders and endorsements thereto in effect with respect to such Mortgage Loan, including any replacement policy or policies for any Insurance Policies.

Insurance Proceeds : Proceeds paid in respect of the Mortgage Loans pursuant to any Insurance Policy or any other insurance policy covering a Mortgage Loan, to the extent such proceeds are payable to the mortgagee under the Mortgage, the Company, the related Servicer or the trustee under the deed of trust and are not applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that the Company or the related Servicer would follow in servicing mortgage loans held for its own account, in each case other than any amount included in such Insurance Proceeds in respect of Insured Expenses.

Insured Expenses : Expenses covered by an Insurance Policy or any other insurance policy with respect to the Mortgage Loans.

Interest Accrual Period : With respect to any Distribution Date and the Certificates, other than the Class A-1, Class A-2, Class A-3, Class A-9 and Class A-10 Certificates, the calendar month immediately preceding the calendar month in which such Distribution Date occurs. With respect to any Distribution Date and the Class A-1, Class A-2, Class A-3, Class A-9 and Class A-10 Certificates, the period from and including the 25 ^th day of the calendar month preceding the month in which such Distribution Date occurs to and including the 24 ^th day of the calendar month in which such Distribution Date occurs. The Class A-6, Class PO, Class R and Class P Certificates are not entitled to distributions of interest and do not have an Interest Accrual Period.

Interest Coverage Account : Shall mean the account or sub-account established and maintained pursuant to Section 5.11 and which shall be an Eligible Account or sub-account of an Eligible Account.

Interest Coverage Distribution Amount : With respect to each Distribution Date, an amount equal to (x) the weighted average of the Net Mortgage Rates on the then outstanding Mortgage Loans, weighted based on the Stated Principal Balances of such Mortgage Loans as of the related Due Date prior to giving effect to any reduction in the Stated Principal Balances of such Mortgage Loans on such Due Date, multiplied by (y) the sum of (A) the Remaining Pre-

Funded Amount outstanding at the end of the related Due Period and (B) the aggregate Stated Principal Balance of the Subsequent Mortgage Loans that do not have a Subsequent Cut-off Date prior to the end of the related Due Period, transferred to the Trust during the related Due Period.

Interest Determination Date : Shall mean the second LIBOR Business Day preceding the commencement of each Interest Accrual Period.

Interest Funds : For any Distribution Date, (i) the sum, without duplication, of (a) all scheduled interest during the related Due Period with respect to the Mortgage Loans less the Servicing Fee, Master Servicing Compensation and the LPMI Fee, if any, (b) all Advances relating to interest with respect to the Mortgage Loans made on or prior to the related Distribution Account Deposit Date, (c) all Compensating Interest with respect to the Mortgage Loans required to be remitted by the Company or the Master Servicer pursuant to this Agreement or the related Servicer pursuant to the related Servicing Agreement with respect to such Distribution Date, (d) Liquidation Proceeds and Subsequent Recoveries with respect to the Mortgage Loans collected during the related Prepayment Period (to the extent such Liquidation Proceeds and Subsequent Recoveries relate to interest), (e) all amounts relating to interest with respect to each Mortgage Loan repurchased by the Seller pursuant to Sections 2.02 and 2.03 and by EMC pursuant to Section 4.20, (f) all amounts in respect of interest paid by the Master Servicer pursuant to Section 11.01, to the extent remitted by the Company or the related Servicer, as applicable, to the Distribution Account pursuant to this Agreement or the related Servicing Agreement and (g) any proceeds form the Interest Coverage Account, minus (ii) all amounts relating to interest required to be reimbursed pursuant to Sections 5.02, 5.05, 5.07 and 5.09 or as otherwise set forth in this Agreement.

Interest Only Certificates : The Class A-2, Class A-3, Class A-10 and Class X-1 Certificates.

Interest Shortfall : With respect to any Distribution Date, means the aggregate shortfall, if any, in collections of interest (adjusted to the related Net Mortgage Rates) on the Mortgage Loans resulting from (a) prepayments in full received during the related Prepayment Period, (b) partial prepayments received during the related Prepayment Period to the extent applied prior to the Due Date in the month of the Distribution Date and (c) interest payments on certain of the Mortgage Loans being limited pursuant to the provisions of the Relief Act or similar state or local laws.

Last Scheduled Distribution Date : November 25, 2035.

Latest Possible Maturity Date : The Distribution Date following the final scheduled maturity date of the Mortgage Loan in the Trust Fund having the latest scheduled maturity date as of the Cut-off Date. For purposes of the Treasury regulations under Sections 860A through 860G of the Code, the latest possible maturity date of each Regular Interest issued by REMIC I, REMIC II and REMIC III shall be the Latest Possible Maturity Date.

Lender-Paid PMI Rate : With respect to any Mortgage Loan covered by an LPMI Policy, the premium to be paid by the applicable Servicer out of interest collections on the related Mortgage Loan.

LIBOR Business Day : Shall mean a day on which banks are open for dealing in foreign currency and exchange in London and New York City.

LIBOR Certificates : Any of the Class A-1, Class A-2, Class A-3, Class A-9 and Class A-10 Certificates.

Liquidated Loan : With respect to any Distribution Date, a defaulted Mortgage Loan that has been liquidated through deed-in-lieu of foreclosure, foreclosure sale, trustee’s sale or other realization as provided by applicable law governing the real property subject to the related Mortgage and any security agreements and as to which the Company or the related Servicer has made a Final Recovery Determination with respect thereto.

Liquidation Proceeds : Amounts, other than Insurance Proceeds, received in connection with the partial or complete liquidation of a Mortgage Loan, whether through trustee’s sale, foreclosure sale or otherwise, or in connection with any condemnation or partial release of a Mortgaged Property and any other proceeds received with respect to an REO Property, less the sum of related unreimbursed Advances, Servicing Fees and Servicing Advances and all expenses of liquidation, including property protection expenses and foreclosure and sale costs, including court and reasonable attorneys fees.

Loan-to-Value Ratio : The fraction, expressed as a percentage, the numerator of which is the original principal balance of the related Mortgage Loan and the denominator of which is the Appraised Value of the related Mortgaged Property.

Loss Allocation Limitation : The meaning specified in Section 6.05(c) hereof.

LPMI Fee : Shall mean the fee payable to the insurer for each Mortgage Loan subject to an LPMI Policy as set forth in such LPMI Policy.

LPMI Policy : A policy of mortgage guaranty insurance issued by an insurer meeting the requirements of Fannie Mae and Freddie Mac in which the Company or the related Servicer of the related Mortgage Loan is responsible for the payment of the LPMI Fee thereunder from collections on the related Mortgage Loan.

Master Servicer : Wells Fargo Bank, National Association, in its capacity as master servicer, and its successors and assigns.

Master Servicer Certification : A written certification covering servicing of the Mortgage Loans by the Company and all Servicers and signed by an officer of the Master Servicer that complies with (i) the Sarbanes-Oxley Act of 2002, as amended from time to time, and (ii) the February 21, 2003 Statement by the Staff of the Division of Corporation Finance of the Securities and Exchange Commission Regarding Compliance by Asset-Backed Issuers with Exchange Act Rules 13a-14 and 15d-14, as in effect from time to time; provided that if, after the Closing Date (a) the Sarbanes-Oxley Act of 2002 is amended, (b) the Statement referred to in clause (ii) is modified or superseded by any subsequent statement, rule or regulation of the Securities and Exchange Commission or any statement of a division thereof, or (c) any future releases, rules and regulations are published by the Securities and Exchange Commission from time to time pursuant to the Sarbanes-Oxley Act of 2002, which in any such case affects the form

or substance of the required certification and results in the required certification being, in the reasonable judgment of the Master Servicer, materially more onerous than the form of the required certification as of the Closing Date, the Master Servicer Certification shall be as agreed to by the Master Servicer, the Depositor and the Seller following a negotiation in good faith to determine how to comply with any such new requirements.

Master Servicer Collection Account : The trust accounts or accounts created and maintained pursuant to Section 5.06 hereof, which shall be entitled “U.S. Bank National Association, as Trustee f/b/o Holders of Bear Stearns Asset Backed Securities I LLC, Asset Backed Certificates, Series 2005-AC8 - Master Servicer Collection Account”.

Master Servicing Compensation : The meaning specified in Section 4.14.

Master Servicing Fee : As to each Mortgage Loan and any Distribution Date, an amount equal to 1/12 of the Master Servicing Fee Rate multiplied by the Stated Principal Balance of such Mortgage Loans as of the beginning of the related Due Period.

Master Servicing Fee Rate : 0.102% per annum.

MERS : Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

MERS® System : The system of recording transfers of Mortgages electronically maintained by MERS.

MIN : The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS® System.

MOM Loan : With respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof.

Monthly Statement : The statement delivered pursuant to Section 6.06.

Moody’s : Moody’s Investors Service, Inc.

Mortgage : The mortgage, deed of trust or other instrument creating a first lien on or first priority ownership interest in an estate in fee simple in real property securing a Mortgage Note.

Mortgage File : The mortgage documents listed in Section 2.01 hereof pertaining to a particular Mortgage Loan and any additional documents delivered to the Trustee or Custodian on its behalf to be added to the Mortgage File pursuant to this Agreement.

Mortgage Loans : Such of the Mortgage Loans transferred and assigned to the Trustee pursuant to the provisions hereof, as from time to time are held as a part of the Trust Fund (including any REO Property), the Mortgage Loans so held being identified in the Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of title of the related Mortgaged Property. Any Mortgage Loan that was intended by the parties hereto to be transferred to the Trust Fund as indicated by such Mortgage Loan Schedule which is in fact not so transferred for

any reason including, without limitation, a breach of the representation contained in Section 2.03(b)(v) hereof, shall continue to be a Mortgage Loan hereunder until the Purchase Price with respect thereto has been paid to the Trust Fund.

Mortgage Loan Purchase Agreement : Shall mean the Mortgage Loan Purchase Agreement, dated as of October 31, 2005, between the Seller, as seller and the Depositor, as purchaser.

Mortgage Loan Purchase Price : The price, calculated as set forth in Section 11.01, to be paid in connection with the repurchase of the Mortgage Loans pursuant to Section 11.01.

Mortgage Loan Schedule : The list of Mortgage Loans (as from time to time amended by the Company or the Master Servicer to reflect the deletion of Deleted Mortgage Loans and the addition of Replacement Mortgage Loans pursuant to the provisions of this Agreement) transferred to the Trustee as part of the Trust Fund and from time to time subject to this Agreement, the initial Mortgage Loan Schedule being attached hereto as Exhibit B, with respect to the Initial Mortgage Loans and the schedule attached as Exhibit 1 to the related Subsequent Transfer Instrument with respect to the related Subsequent Mortgage Loans, and as amended from time to time to reflect the repurchase or substitution of the Initial Mortgage Loans or the addition of Subsequent Mortgage Loans to this Agreement, the Mortgage Loan Purchase Agreement or the Subsequent Mortgage Loan Purchase Agreement, as the case may be, setting forth the following information with respect to each Mortgage Loan:

(i)	the loan number;
(ii)	the Subgroup;
(iii)	the Mortgage Rate in effect as of the Cut-off Date;

(iv)	the Servicer (or the Company, if it services the Mortgage Loan), the Servicing Fee Rate;

(v)	the LPMI Fee, if applicable;
(vi)	the Net Mortgage Rate in effect as of the Cut-off Date;
(vii)	the maturity date;
(viii)	the original principal balance;
(ix)	the Cut-off Date Principal Balance;
(x)	the original term;
(xi)	the remaining term;
(xii)	the property type; and
(xiii)	the MIN with respect to each Mortgage Loan.

Such schedule shall also set forth the aggregate Cut-off Date Principal Balance for all of the Mortgage Loans.

Mortgage Note : The original executed note or other evidence of indebtedness of a Mortgagor under a Mortgage Loan.

Mortgage Rate : The annual rate of interest borne by a Mortgage Note. With respect to each Subsequent Mortgage Loan, the annual rate at which interest accrues on such Subsequent Mortgage Loan from time to time in accordance with the provisions of the related Mortgage Note. With respect to each Mortgage Loan and Subsequent Mortgage Loan that becomes an REO Property, as of any date of determination, the annual rate determined in accordance with the immediately preceding sentence as of the date such Mortgage Loan became an REO Property.

Mortgaged Property : The underlying property securing a Mortgage Loan.

Mortgagor : The obligors on a Mortgage Note.

Net Interest Shortfalls : The Interest Shortfalls net of payments by the related Servicer or the Master Servicer in respect of Compensating Interest, together with Interest Shortfalls due to the application of the Relief Act or similar state or local laws.

Net Mortgage Rate : As to each Mortgage Loan, and at any time, the per annum rate equal to the related Mortgage Rate less the sum of (i) the Servicing Fee Rate and (ii) the rate at which the LPMI Fee is calculated, if any.

Non-Book-Entry Certificate : Any Certificate other than a Book-Entry Certificate.

Non-Discount Mortgage Loan : Any Mortgage Loan with a Net Mortgage Rate greater than or equal to 5.50% per annum.

Non-PO Percentage : With respect to any Mortgage Loan with a Net Mortgage Rate less than 5.50% per annum, a fraction, expressed as a percentage, (x) the numerator of which is equal to the related Net Mortgage Rate, and (y) the denominator of which is equal to 5.50% per annum. With respect to any Non-Discount Mortgage Loan, 100%.

Nonrecoverable Advance : Any portion of an Advance previously made or proposed to be made by the Company or the Master Servicer pursuant to this Agreement or the related Servicer pursuant to the related Servicing Agreement, that, in the good faith judgment of the Company, the Master Servicer or the related Servicer, will not or, in the case of a proposed advance, would not, be ultimately recoverable by it from the related Mortgagor, related Liquidation Proceeds, Insurance Proceeds or otherwise.

Notional Amount : (i) With respect to each of the Class A-2 Certificates and Class A-3 Certificates, the Certificate Principal Balance of the Class A-1 Certificates, (ii) with respect to the Class A-10 Certificates, the Certificate Principal Balance of the Class A-9 Certificates, and (iii) with respect to the Class X-1 Certificates, the aggregate Stated Principal Balance of the Mortgage Loans in Subgroup 2 with a Net Mortgage Rate greater than 8.00% per annum. For federal income tax purposes, however, the Notional Amount of each of the Class A-2 Certificates

and Class A-3 Certificates is the Uncertificated Principal Balance of REMIC II Regular Interest A-1, the Notional Amount of the Class A-10 Certificates is the Uncertificated Principal Balance of REMIC II Regular Interest A-9, and the Notional Amount of the Class X-1 Certificates is an amount equal to the Uncertificated Notional Amount of REMIC II Regular Interest X-1.

Offered Certificates : Any of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class R-1, Class R-2, Class R-3, Class PO, Class X-1, Class B-1, Class B-2 and Class B-3 Certificates.

Officer’s Certificate : A certificate (i) signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Vice President (however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one of the assistant treasurers or assistant secretaries of the Depositor or the Master Servicer (or any other officer customarily performing functions similar to those performed by any of the above designated officers and also to whom, with respect to a particular matter, such matter is referred because of such officer’s knowledge of and familiarity with a particular subject) or (ii), if provided for in this Agreement, signed by a Servicing Officer, as the case may be, and delivered to the Depositor, the Seller, the Securities Administrator, the Master Servicer and/or the Trustee, as the case may be, as required by this Agreement.

One-Month LIBOR : With respect to any Interest Accrual Period and the LIBOR Certificates, the rate determined by the Securities Administrator on the related Interest Determination Date on the basis of the rate for U.S. dollar deposits for one month that appears on Telerate Screen Page 3750 as of 11:00 a.m. (London time) on such Interest Determination Date. If such rate does not appear on such page (or such other page as may replace that page on that service, or if such service is no longer offered, such other service for displaying One-Month LIBOR or comparable rates as may be reasonably selected by the Securities Administrator), One-Month LIBOR for the applicable Interest Accrual Period will be the Reference Bank Rate. If no such quotations can be obtained by the Securities Administrator and no Reference Bank Rate is available, One-Month LIBOR shall be One-Month LIBOR applicable to the preceding Interest Accrual Period. The establishment of One-Month LIBOR on each Interest Determination Date by the Securities Administrator and the Securities Administrator’s calculation of the rate of interest applicable to the LIBOR Certificates for the related Interest Accrual Period shall, in the absence of manifest error, be final and binding.

Opinion of Counsel : A written opinion of counsel, who may be counsel for the Seller, the Depositor, the Company or the Master Servicer, reasonably acceptable to each addressee of such opinion; provided that with respect to Section 2.05, 8.05, 8.07 or 12.01, or the interpretation or application of the REMIC Provisions, such counsel must (i) in fact be independent of the Seller, Depositor, the Company and the Master Servicer, (ii) not have any direct financial interest in the Seller, Depositor, the Company or the Master Servicer or in any affiliate of either, and (iii) not be connected with the Seller, Depositor, the Company or the Master Servicer as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

Optional Termination Date : The Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans, together with the Remaining Pre-Funded Account, is

equal to or less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, plus the amount in the Pre-Funding Account as of the Closing Date.

Original Value : The value of the property underlying a Mortgage Loan based, in the case of the purchase of the underlying Mortgaged Property, on the lower of an appraisal or the sales price of such property or, in the case of a refinancing, on an appraisal.

Originator : With respect to each Mortgage Loan, shall mean the originator set forth in the Mortgage Loan Schedule for such Mortgage Loan.

OTS : The Office of Thrift Supervision.

Outstanding : With respect to the Certificates as of any date of determination, all Certificates theretofore executed and authenticated under this Agreement except:

(a) Certificates theretofore canceled by the Securities Administrator or delivered to the Securities Administrator for cancellation; and

(b) Certificates in exchange for which or in lieu of which other Certificates have been executed and delivered by the Securities Administrator pursuant to this Agreement.

Outstanding Mortgage Loan : As of any date of determination, a Mortgage Loan with a Stated Principal Balance greater than zero that was not the subject of a Principal Prepayment in full, and that did not become a Liquidated Loan, prior to the end of the related Prepayment Period.

Ownership Interest : As to any Certificate, any ownership interest in such Certificate including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial.

Pass-Through Rate : With respect to each applicable Class of Certificates (other than the Class A-6, Class PO, Class P and Class R Certificates), the Class A-1 Pass-Through Rate, Class A-2 Pass-Through Rate, Class A-3 Pass-Through Rate, Class A-4 Pass-Through Rate, Class A-5 Pass-Through Rate, Class A-7 Pass-Through Rate, Class A-8 Pass-Through Rate, Class A-9 Pass-Through Rate, Class A-10 Pass-Through Rate, Class X-1 Pass-Through Rate and Class B Pass-Through Rate, as applicable.

Paying Agent: Wells Fargo Bank, National Association, in its capacity as paying agent, and its successors and assigns.

Percentage Interest : With respect to any Certificate of a specified Class, the Percentage Interest set forth on the face thereof or the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of the such Class.

Permitted Investments : At any time, any one or more of the following obligations and securities:

(i) obligations of the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States;

(ii) general obligations of or obligations guaranteed by any state of the United States or the District of Columbia receiving the highest long-term debt rating of each Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by each Rating Agency;

(iii) commercial or finance company paper which is then receiving the highest commercial or finance company paper rating of each Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by each Rating Agency;

(iv) certificates of deposit, demand or time deposits, or bankers’ acceptances issued by any depository institution or trust company incorporated under the laws of the United States or of any state thereof and subject to supervision and examination by federal and/or state banking authorities (including the Trustee in its commercial banking capacity), provided that the commercial paper and/or long term unsecured debt obligations of such depository institution or trust company are then rated one of the two highest long-term and the highest short-term ratings of each such Rating Agency for such securities, or such lower ratings as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by any Rating Agency;

(v) demand or time deposits or certificates of deposit issued by any bank or trust company or savings institution to the extent that such deposits are fully insured by the FDIC;

(vi) guaranteed reinvestment agreements issued by any bank, insurance company or other corporation containing, at the time of the issuance of such agreements, such terms and conditions as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by any such Rating Agency;

(vii) repurchase obligations with respect to any security described in clauses (i) and (ii) above, in either case entered into with a depository institution or trust company (acting as principal) described in clause (iv) above;

(viii) securities (other than stripped bonds, stripped coupons or instruments sold at a purchase price in excess of 115% of the face amount thereof) bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof which, at the time of such investment, have one of the two highest long term ratings of each Rating Agency (except if the Rating Agency is Moody’s, such rating shall be the highest commercial paper rating of Moody’s for any such securities), or such lower rating as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by any Rating Agency, as evidenced by a signed writing delivered by each Rating Agency;

(ix) interests in any money market fund (including any such fund managed or advised by the Trustee or Master Servicer or any affiliate thereof) which at the date of acquisition of the interests in such fund and throughout the time such interests are held in such fund has the highest applicable long term rating by each Rating Agency or such

lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by each Rating Agency;

(x) short term investment funds sponsored by any trust company or banking association incorporated under the laws of the United States or any state thereof (including any such fund managed or advised by the Trustee or any affiliate thereof) which on the date of acquisition has been rated by each Rating Agency in their respective highest applicable rating category or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by each Rating Agency; and

(xi) such other investments having a specified stated maturity and bearing interest or sold at a discount acceptable to each Rating Agency as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by any Rating Agency, as evidenced by a signed writing delivered by each Rating Agency;

provided, that no such instrument shall be a Permitted Investment if such instrument (i) evidences the right to receive interest only payments with respect to the obligations underlying such instrument, (ii) is purchased at a premium or (iii) is purchased at a deep discount; provided further that no such instrument shall be a Permitted Investment (A) if such instrument evidences principal and interest payments derived from obligations underlying such instrument and the interest payments with respect to such instrument provide a yield to maturity of greater than 120% of the yield to maturity at par of such underlying obligations, or (B) if it may be redeemed at a price below the purchase price (the foregoing clause (B) not to apply to investments in units of money market funds pursuant to clause (vi) above); provided further that no amount beneficially owned by any REMIC may be invested in investments (other than money market funds) treated as equity interests for federal income tax purposes, unless the Master Servicer shall receive an Opinion of Counsel, at the expense of the Master Servicer, to the effect that such investment will not adversely affect the status of any such REMIC as a REMIC under the Code or result in imposition of a tax on any such REMIC. Permitted Investments that are subject to prepayment or call may not be purchased at a price in excess of par.

Permitted Transferee : Any Person (x) other than (i) the United States, any State or political subdivision thereof, any possession of the United States or any agency or instrumentality of any of the foregoing, (ii) a foreign government, International Organization or any agency or instrumentality of either of the foregoing, (iii) an organization (except certain farmers’ cooperatives described in section 521 of the Code) that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in section 860E(c)(1) of the Code) with respect to any Residual Certificate, (iv) rural electric and telephone cooperatives described in section 1381(a)(2)(C) of the Code or (v) an electing large partnership within the meaning of Section 775(a) of the Code, (y) that is a citizen or resident of the United States, a corporation, partnership (other than a partnership that has any direct or indirect foreign partners) or other entity (treated as a corporation or a partnership for federal income tax purposes), created or organized in or under the laws of the United States, any State thereof or the District of Columbia, an estate whose income from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States, or a trust if a court within the United States is able to

exercise primary supervision over the administration of the trust and one or more United States persons have authority to control all substantial decisions of the trust or if it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person and (z) other than any other Person so designated by the Trustee or Securities Administrator based upon an Opinion of Counsel addressed to the Trustee or Securities Administrator (which shall not be an expense of the Trustee or Securities Administrator) that states that the Transfer of an Ownership Interest in a Residual Certificate to such Person may cause REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are Outstanding. The terms “United States,” “State” and “International Organization” shall have the meanings set forth in section 7701 of the Code or successor provisions. A corporation will not be treated as an instrumentality of the United States or of any State or political subdivision thereof for these purposes if all of its activities are subject to tax and, with the exception of Freddie Mac, a majority of its board of directors is not selected by such government unit.

Person : Any individual, corporation, partnership, joint venture, association, joint- stock company, limited liability company, trust, unincorporated organization or government, or any agency or political subdivision thereof.

PHH : PHH Mortgage Corporation, and any successor thereto.

PHH Assignment Agreement : The Assignment, Assumption and Recognition Agreement, dated as of October 31, 2005, by and among the Seller, PHH, Bishop’s Gate and the Trustee evidencing the assignment of the PHH Servicing Agreement to the Trust.

PHH Servicing Agreement : The Purchase, Warranties and Servicing Agreement, dated as of October 23, 2001, by and among the Seller, PHH, as successor to Cendant Mortgage Corporation, and Bishop’s Gate, as modified by the PHH Assignment Agreement.

PO Percentage : With respect any related Discount Mortgage Loan a fraction, expressed as a percentage, equal to 5.50% per annum minus the Net Mortgage Rate thereof divided by 5.50% per annum.

Pre-Funded Amount : The amount deposited by the Securities Administrator on behalf of the Trustee, upon the Securities Administrator’s receipt of such amount from the Depositor, in the Pre-Funding Account on the Closing Date for the Subsequent Mortgage Loans, which amount is $2,045,673.

Pre-Funding Account : As defined in Section 5.10(a).

Pre-Funding Period : The period from the Closing Date until the earlier of (i) the date on which the amount on deposit in the Pre-Funding Account (exclusive of investment income) is reduced to zero and (ii) January 17, 2006.

Prepayment Assumption : The applicable rate of prepayment, as described in the Prospectus Supplement relating to each Class of Offered Certificates.

Prepayment Charge : Any prepayment premium, penalty or charge payable by a Mortgagor in connection with any Principal Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage Note.

Prepayment Interest Excess : With respect to any Distribution Date, for each EMC Mortgage Loan that was the subject of a Principal Prepayment in full or in part during the portion of the related Prepayment Period occurring between the first day of the calendar month in which such Distribution Date occurs and the Determination Date of the calendar month in which such Distribution Date occurs, an amount equal to interest (to the extent received) at the applicable Net Mortgage Rate on the amount of such Principal Prepayment for the number of days commencing on the first day of the calendar month in which such Distribution Date occurs and ending on the last date through which interest is collected from the related Mortgagor.

Prepayment Interest Shortfall : With respect to any Distribution Date, for each Mortgage Loan that was the subject of a partial Principal Prepayment, a Principal Prepayment in full, or that became a Liquidated Loan during the related Prepayment Period, (other than a Principal Prepayment in full resulting from the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 4.20 or 11.01 hereof), the amount, if any, by which (i) one month’s interest at the applicable Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan immediately prior to such prepayment (or liquidation) or in the case of a partial Principal Prepayment on the amount of such prepayment (or liquidation proceeds) exceeds (ii) the amount of interest paid or collected in connection with such Principal Prepayment or such liquidation proceeds less the sum of (a) the related Servicing Fee and (b) the LPMI Fee, if any.

Prepayment Period : As to any Distribution Date and (i) each EMC Mortgage Loan, the period commencing on the 16 ^th day of the month prior to the month in which the related Distribution Date occurs and ending on the 15 ^th day of the month in which such Distribution Date occurs and (ii) any other Mortgage Loan, the period set forth in the related Servicing Agreement.

Primary Mortgage Insurance Policy : Any primary mortgage guaranty insurance policy issued in connection with a Mortgage Loan which provides compensation to a Mortgage Note holder in the event of default by the obligor under such Mortgage Note or the related security instrument, if any or any replacement policy therefor through the related Interest Accrual Period for such Class relating to a Distribution Date.

Principal Funds : With respect to any Distribution Date and each Subgroup, (i) the sum, without duplication, of (a) all scheduled principal collected on the related Mortgage Loans during the related Due Period, (b) all Advances relating to principal made with respect to the Mortgage Loans in the related Subgroup on or prior to the Distribution Account Deposit Date, (c) Principal Prepayments with respect to the Mortgage Loans in the related Subgroup exclusive of Prepayment Charges or penalties collected during the related Prepayment Period, (d) the Stated Principal Balance of each Mortgage Loan in the related Subgroup that was repurchased by the Seller pursuant to Sections 2.02 or 2.03 or by EMC pursuant to Section 4.20, (e) the aggregate of all Substitution Adjustment Amounts with respect to the related Mortgage Loans for the related Determination Date in connection with the substitution of related Mortgage Loans pursuant to Section 2.03(d), (f) all Liquidation Proceeds and Subsequent Recoveries with respect to the Mortgage Loans in the related Subgroup collected during the related Prepayment Period

(to the extent such Liquidation Proceeds and Subsequent Recoveries relate to principal) and remitted by the Company or the related Servicer to the Distribution Account pursuant to this Agreement or the related Servicing Agreement, (g) amounts in respect of principal paid by EMC or its designee pursuant to Section 11.01 and (h) any amounts removed from the Pre-Funding Account with respect to the related Subgroup during the Pre-Funding Period, minus (ii) all related amounts required to be reimbursed pursuant to Sections 5.02, 5.05, 5.07 and 5.09 or as otherwise set forth in this Agreement.

Principal Prepayment : Any Mortgagor payment or other recovery of (or proceeds with respect to) principal on a Mortgage Loan (including loans purchased or repurchased under Sections 2.02, 2.03, 4.20 and 11.01 hereof) that is received in advance of its scheduled Due Date and is not accompanied by an amount as to interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment. Partial Principal Prepayments shall be applied by the Company or the related Servicer, as appropriate, in accordance with the terms of the related Mortgage Note.

Private Certificates : Any of the Class B-4, Class B-5, Class B-6 and Class P Certificates.

Prospectus Supplement : The Prospectus Supplement dated October 28, 2005 relating to the public offering of the Offered Certificates.

Protected Account : Each account established and maintained by the Company with respect to receipts on the Mortgage Loans and REO Property in accordance with Section 5.01 hereof or by the related Servicer in accordance with the related Servicing Agreement.

PUD : A Planned Unit Development.

Purchase Price : With respect to any Mortgage Loan required to be repurchased by the Seller pursuant to Section 2.02 or 2.03 hereof, an amount equal to the sum of (i) 100% of the outstanding principal balance of the Mortgage Loan as of the date of such purchase plus (ii) accrued interest thereon at the applicable Mortgage Rate through the first day of the month in which the Purchase Price is to be distributed to Certificateholders, reduced by any portion of the Servicing Fee, Servicing Advances and Advances payable to the purchaser of the Mortgage Loan plus and (iii) any costs and damages (if any) incurred by the Trust in connection with any violation of such Mortgage Loan of any predatory lending laws.

Rating Agency : Each of Moody’s and S&P. If any such organization or its successor is no longer in existence, “Rating Agency” shall be a nationally recognized statistical rating organization, or other comparable Person, designated by the Depositor, notice of which designation shall be given to the Trustee. References herein to a given rating category of a Rating Agency shall mean such rating category without giving effect to any modifiers.

Realized Loss : With respect to each Mortgage Loan as to which a Final Recovery Determination has been made, an amount (not less than zero) equal to (i) the unpaid principal balance of such Mortgage Loan as of the commencement of the calendar month in which the Final Recovery Determination was made, plus (ii) accrued interest from the Due Date as to which interest was last paid by the Mortgagor through the end of the calendar month in which such Final Recovery Determination was made, calculated in the case of each calendar month

during such period (A) at an annual rate equal to the annual rate at which interest was then accruing on such Mortgage Loan and (B) on a principal amount equal to the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date during such calendar month, minus (v) the proceeds, if any, received in respect of such Mortgage Loan during the calendar month in which such Final Recovery Determination was made, net of amounts that are payable therefrom to the Company pursuant to this Agreement or the applicable Servicer pursuant to the related Servicing Agreement. In addition, to the extent the Master Servicer receives Subsequent Recoveries with respect to any Mortgage Loan, the amount of the Realized Loss with respect to that Mortgage Loan will be reduced to the extent such recoveries are distributed to any Class of Certificates on any Distribution Date.

With respect to any REO Property as to which a Final Recovery Determination has been made, an amount (not less than zero) equal to (i) the unpaid principal balance of the related Mortgage Loan as of the date of acquisition of such REO Property on behalf of REMIC I plus (ii) accrued interest from the Due Date as to which interest was last paid by the Mortgagor in respect of the related Mortgage Loan through the end of the calendar month immediately preceding the calendar month in which such REO Property was acquired, calculated in the case of each calendar month during such period (A) at an annual rate equal to the annual rate at which interest was then accruing on the related Mortgage Loan and (B) on a principal amount equal to the Stated Principal Balance of the related Mortgage Loan as of the close of business on the Distribution Date during such calendar month, plus (iii) REO Imputed Interest for such REO Property for each calendar month commencing with the calendar month in which such REO Property was acquired and ending with the calendar month in which such Final Recovery Determination was made, minus (iv) the aggregate of all unreimbursed Advances and Servicing Advances.

With respect to each Mortgage Loan which has become the subject of a Deficient Valuation, the difference between the principal balance of the Mortgage Loan outstanding immediately prior to such Deficient Valuation and the principal balance of the Mortgage Loan as reduced by the Deficient Valuation.

With respect to each Mortgage Loan which has become the subject of a Debt Service Reduction, the portion, if any, of the reduction in each affected Monthly Payment attributable to a reduction in the Mortgage Rate imposed by a court of competent jurisdiction. Each such Realized Loss shall be deemed to have been incurred on the Due Date for each affected Monthly Payment.

Record Date : With respect to the Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class B, Class PO, Class X-1 and Class R Certificates and for any Distribution Date, the last business day of the month preceding the month in which such Distribution Date occurs. With respect to any Distribution Date and or the Class A-1, Class A-2, Class A-3, Class A-9 and Class A-10 Certificates, the business day preceding the applicable Distribution Date so long as such Certificates are Book Entry Certificates, the Business Day preceeding such Distribution Date, remain in book-entry form; and otherwise, the close of business on the last Business Day of the month preceding the month in which such Distribution Date occurs.

Reference Banks : Shall mean leading banks selected by the Securities Administrator and engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with

an established place of business in London, (ii) which have been designated as such by the Securities Administrator and (iii) which are not controlling, controlled by, or under common control with, the Depositor, the Seller or the Master Servicer.

Reference Bank Rate : With respect to any Interest Accrual Period shall mean the arithmetic mean, rounded upwards, if necessary, to the nearest whole multiple of 0.03125%, of the offered rates for United States dollar deposits for one month that are quoted by the Reference Banks as of 11:00 a.m., New York City time, on the related Interest Determination Date to prime banks in the London interbank market for a period of one month in an amount approximately equal to the aggregate Certificate Principal Balance of the LIBOR Certificates for such Interest Accrual Period, provided that at least two such Reference Banks provide such rate. If fewer than two offered rates appear, the Reference Bank Rate will be the arithmetic mean, rounded upwards, if necessary, to the nearest whole multiple of 0.03125%, of the rates quoted by one or more major banks in New York City, selected by the Securities Administrator, as of 11:00 a.m., New York City time, on such date for loans in United States dollars to leading European banks for a period of one month in amounts approximately equal to the aggregate Certificate Principal Balance of the LIBOR Certificates for such Interest Accrual Period.

Regular Certificate : Any Certificate other than a Residual Certificate.

Regular Interest : A “regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the Code.

Relief Act : The Servicemembers Civil Relief Act, as amended or any similar state or local law.

Remaining Pre-Funded Amount : An amount equal to the Pre-Funded Amount minus the amount equal to 100% of the aggregate Stated Principal Balance of the Subsequent Mortgage Loans transferred to the Trust Fund during the Pre-Funding Period.

REMIC : A “real estate mortgage investment conduit” within the meaning of section 860D of the Code.

REMIC I : The segregated pool of assets described in Section 6.07(a).

REMIC I Interests : The REMIC I Regular Interests and the Class R-1 Certificates.

REMIC I Regular Interests : REMIC I Regular Interest 1-Sub, REMIC I Regular Interest 2-Sub, REMIC I Regular Interest X, REMIC I Regular Interest PO, REMIC I Regular Interest P, REMIC I Regular Interest 1-ZZZ, REMIC I Regular Interest 2-ZZZ, REMIC I Regular Interest R-2 and REMIC I Regular Interest R-3.

REMIC I Regular Interest 1-Sub : One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest 1-Sub shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest 2-Sub : One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest 2-Sub shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest 1-ZZZ : One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest 1-ZZZ shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest 2-ZZZ : One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest 2-ZZZ shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest P : One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest P will not accrue interest and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest PO : One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest PO will not accrue interest and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest R-2 : One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest R-2 will not accrue interest and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest R-3 : One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest R-3 will not accrue interest and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest X : One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC

I Regular Interest X shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time and shall not be entitled to distributions of principal.

REMIC I Subordinated Balance Ratio : The ratio among the Uncertificated Principal Balances of each of the REMIC I Regular Interests ending with the designation “Sub,” equal to the ratio among, with respect to each such REMIC I Regular Interest, the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Subgroup (other than any principal balance attributable to the Class PO Certificates) over (y) the aggregate Certificate Principal Balance of the Senior Certificates (other than the Class PO Certificates and Class R Certificates) in the related Subgroup .

REMIC II : The segregated pool of assets described in the Preliminary Statement consisting of the REMIC I Regular Interests.

REMIC II Interests : The REMIC II Regular Interests and the Class R-2 Certificates.

REMIC II Regular Interests : REMIC II Regular Interest A-1, REMIC II Regular Interest A-4, REMIC II Regular Interest A-5, REMIC II Regular Interest A-6, REMIC II Regular Interest A-7, REMIC II Regular Interest A-8, REMIC II Regular Interest A-9, REMIC II Regular Interest PO, REMIC II Regular Interest P, REMIC II Regular Interest R-3, REMIC II Regular Interest X-1, REMIC II Regular Interest B-1, REMIC II Regular Interest B-2, REMIC II Regular Interest B-3, REMIC II Regular Interest B-4, REMIC II Regular Interest B-5 and REMIC II Regular Interest B-6.

REMIC II Regular Interest A-1 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest A-1 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest A-4 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest A-4 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest A-5 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest A-5 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest A-6 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest A-6 will not accrue interest and shall be entitled to

distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest A-7 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest A-7 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest A-8 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest A-8 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest A-9 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest A-9 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest B-1 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest B-1 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest B-2 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest B-2 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest B-3 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest B-3 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest B-4 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II.

REMIC II Regular Interest B-4 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest B-5 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest B-5 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest B-6 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest B-6 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest P : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest P will not accrue interest and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest PO : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest PO will not accrue interest and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest R-3 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest R-3 will not accrue interest and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest X-1 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest X-1 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time and shall not be entitled to distributions of principal.

REMIC III : The segregated pool of assets described in the Preliminary Statement consisting of the REMIC II Regular Interests.

REMIC III Certificates : The Regular Certificates and the Class R-3 Certificates.

REMIC Opinion : Shall mean an Opinion of Counsel to the effect that the proposed action will not have an adverse affect on any REMIC created hereunder.]

REMIC Provisions : Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through 860G of the Code, and related provisions, and proposed, temporary and final regulations and published rulings, notices and announcements promulgated thereunder, as the foregoing may be in effect from time to time, as well as provisions of applicable state laws.

REMIC Regular Interest : A REMIC I Regular Interest or REMIC II Regular Interest.

Remittance Date : Shall mean (i) with respect to the Company, the Business Day immediately preceding the Distribution Account Deposit Date and (ii) with respect to the related Servicer, the date specified in the related Servicing Agreement.

Remittance Report : As defined in Section 6.04(g).

REO Imputed Interest : As to any REO Property, for any calendar month during which such REO Property was at any time part of REMIC I or REMIC II, one month’s interest at the applicable Net Mortgage Rate on the Stated Principal Balance of such REO Property (or, in the case of the first such calendar month, of the related Mortgage Loan, if appropriate) as of the close of business on the Distribution Date in such calendar month.

REO Property : A Mortgaged Property acquired by the Company or the related Servicer through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.

Replacement Mortgage Loan : A Mortgage Loan or Mortgage Loans in the aggregate substituted by the Seller for a Deleted Mortgage Loan, which must, on the date of such substitution, as confirmed in a Request for Release, (i) have a Stated Principal Balance, after deduction of the principal portion of the Scheduled Payment due in the month of substitution, not in excess of, and not less than 90% of, the Stated Principal Balance of the Deleted Mortgage Loan; (ii) have a fixed Mortgage Rate not less than or more than 1% per annum higher than the Mortgage Rate of the Deleted Mortgage Loan; (iii) have the same or higher credit quality characteristics than that of the Deleted Mortgage Loan; (iv) have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (v) have a remaining term to maturity no greater than (and not more than one year less than) that of the Deleted Mortgage Loan; (vi) not permit conversion of the Mortgage Rate from a fixed rate to a variable rate; (vii) have the same lien priority as the Deleted Mortgage Loan; (viii) constitute the same occupancy type as the Deleted Mortgage Loan or be owner occupied; and (ix) comply with each representation and warranty set forth in Section 2.03 hereof.

Repurchase Price : With respect to each Mortgage Loan, a price equal to (i) the outstanding principal balance of such Mortgage Loan, plus (ii) interest on such outstanding principal balance at the Mortgage Rate (net of the Servicing Fee Rate) from the last date through which interest has been paid to the end of the month of repurchase, less (iii) amounts advanced by the Company or the related Servicer in respect of such repurchased Mortgage Loan which are being held in the Master Servicer Collection Account for remittance to the Securities

Administrator plus (iv) any costs and damages (if any) incurred by the Trust in connection with any violation of such Mortgage Loan of any anti-predatory lending laws.

Request for Release : The Request for Release to be submitted by the Seller, the Company, the related Servicer or the Master Servicer to the Custodian substantially in the form of Exhibit G. Each Request for Release furnished to the Custodian by the Seller, the Company, the related Servicer or the Master Servicer shall be in duplicate and shall be executed by an officer of such Person or a Servicing Officer (or, if furnished electronically to the Custodian, shall be deemed to have been sent and executed by an officer of such Person or a Servicing Officer) of the Company or the related Servicer, as applicable.

Required Insurance Policy : With respect to any Mortgage Loan, any insurance policy that is required to be maintained from time to time under this Agreement or the related Servicing Agreement.

Residual Certificates : Any of the Class R-1, Class R-2 and Class R-3 Certificates, each evidencing the sole class of Residual Interests in the related REMIC.

Residual Interest : The sole class of “residual interests” in a REMIC within the meaning of Section 860G(a)(2) of the Code.

Responsible Officer : With respect to the Trustee, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary, or any Trust Officer with specific responsibility for the transactions contemplated hereby, any other officer customarily performing functions similar to those performed by any of the above designated officers or other officers of the Trustee specified by the Trustee, as to whom, with respect to a particular matter, such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

S&P : Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.

Scheduled Payment : The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal and/or interest on such Mortgage Loan.

Securities Act : The Securities Act of 1933, as amended.

Securities Administrator : Wells Fargo Bank, National Association, in its capacity as securities administrator, transfer agent and paying agent hereunder, and its successors and assigns.

Seller : EMC Mortgage Corporation, a Delaware corporation, and its successors and assigns, in its capacity as seller of the Mortgage Loans to the Depositor.

Senior Certificates : Any of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class PO, Class X-1, Class R-1, Class R-2 and Class R-3 Certificates.

Servicer : Any of EMC, HSBC, Harbourside, PHH, SunTrust and GreenPoint.

Servicing Advances : All customary, reasonable and necessary “out of pocket” costs and expenses (including reasonable legal fees) incurred in the performance by the Company or the related Servicer of its servicing obligations hereunder or under the related Servicing Agreement, including, but not limited to, the cost of (i) the preservation, restoration and protection of a Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, and including any expenses incurred in relation to any such proceedings that result from the Mortgage Loan being registered in the MERS® System, (iii) the management and liquidation of any REO Property (including, without limitation, realtor’s commissions) and (iv) compliance with any obligations under Section 3.07 hereof to cause insurance to be maintained.

Servicing Agreement : Any of the EMC Servicing Agreement, HSBC Servicing Agreement, Harbourside Servicing Agreement, PHH Servicing Agreement, SunTrust Servicing Agreement and GreenPoint Servicing Agreement.

Servicing Fee : As to each Mortgage Loan and any Distribution Date, an amount equal to 1/12th of the Servicing Fee Rate multiplied by the Stated Principal Balance of such Mortgage Loan as of the beginning of the related Due Period.

Servicing Fee Rate : 0.250% per annum.

Servicing Modification : With respect to any Mortgage Loan that is in default or, in the reasonable judgment of the Company or the related Servicer, as to which default is reasonably foreseeable, any modification which is effected by the Company or the related Servicer in accordance with the terms of this Agreement or the related Servicing Agreement which results in any change in the outstanding Stated Principal Balance, any change in the Mortgage Rate or any extension of the term of such Mortgage Loan.

Servicing Officer : Any officer of the Company or the related Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans (i) in the case of the Company, whose name and facsimile signature appear on a list of servicing officers furnished to the Trustee by the Company on the Closing Date pursuant to this Agreement, as such list may from time to time be amended and (ii) in the case of the related Servicer, as to which evidence reasonably acceptable to the Trustee, as applicable, of due authorization, by such party has been furnished from time to time to the Trustee.

Startup Day : The Startup Day for each REMIC formed hereunder shall be the Closing Date.

Stated Principal Balance : With respect to any Mortgage Loan or related REO Property and any Distribution Date, the Cut-off Date Principal Balance thereof minus the sum of (i) the principal portion of the Scheduled Payments due with respect to such Mortgage Loan during each Due Period ending prior to such Distribution Date (and irrespective of any delinquency in their payment), (ii) all Principal Prepayments with respect to such Mortgage Loan received prior to or during the related Prepayment Period, and all Liquidation Proceeds to the extent applied by the Company or the related Servicer as recoveries of principal in accordance with Section 3.09 or the related Servicing Agreement with respect to such Mortgage Loan, that were received by the Company or the related Servicer as of the close of business on the last day of the Prepayment Period related to such Distribution Date and (iii) any Realized Losses on such Mortgage Loan

incurred during the related Prepayment Period. The Stated Principal Balance of a Liquidated Loan equals zero.

Subgroup : Any of Subgroup 1 and Subgroup 2.

Subgroup 1 : All of the Mortgage Loans with a Net Mortgage Rate of less than or equal to 5.50% per annum, plus the Subgroup 1 Fraction of the principal balance of any Mortgage Loan with a Net Mortgage Rate greater than 5.50% per annum and less than 8.00% per annum.

Subgroup 1 Certificates : The Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class PO, Class R-1, Class R-2 and Class R-3 Certificates.

Subgroup 1 Fraction: With respect to any Mortgage Loan with a Net Mortgage Rate greater than 5.50% per annum and less than 8.00% per annum, a fraction, (x) the numerator of which is equal to 8.00% minus the Net Mortgage Rate of such Mortgage Loan, and (y) the denominator of which is equal to 2.50%.

Subgroup 2 : The Subgroup 2 Fraction of the Stated Principal Balance of any Mortgage Loan with a Net Mortgage Rate greater than 5.50% per annum and less than 8.00% per annum, plus all Mortgage Loans with a Net Mortgage Rate greater than or equal to 8.00% per annum.

Subgroup 2 Certificates : The Class A-1, Class A-2, Class A-3 and Class X-1 Certificates.

Subgroup 2 Fraction : With respect to any Mortgage Loan with a Net Mortgage Rate of greater than 5.50% per annum and less than 8.00% per annum, a fraction, (x) the numerator of which is equal to the Net Mortgage Rate of such Mortgage Loan minus 5.50%, and (y) the denominator of which is equal to 2.50%.

Subgroup Principal Distribution Amount : With respect to each of the Subgroup 1 Certificates (other than the Class R Certificates) and Subgroup 2 Certificates and each Distribution Date, means an amount equal to the sum of the following (but in no event greater than the aggregate Certificate Principal Balance of the Subgroup 1 Certificates (other than the Residual Certificates) or Subgroup 2 Certificates, as applicable, immediately prior to such Distribution Date):

(1) the applicable Subgroup Senior Percentage of the Non-PO Percentage of the principal portion of all Monthly Payments due on the Mortgage Loans in the related Subgroup on the related Due Date, as specified in the amortization schedule at the time applicable thereto (after adjustment for previous principal prepayments but before any adjustment to such amortization schedule by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace period);

(2) the applicable Subgroup Senior Prepayment Percentage of the Non-PO Percentage of the Stated Principal Balance of each Mortgage Loan in the related Subgroup which was the subject of a prepayment in full received by the Master Servicer during the applicable Prepayment Period;

(3) the applicable Subgroup Senior Prepayment Percentage of the Non-PO Percentage of all partial prepayments allocated to principal received during the applicable Prepayment Period;

(4) the lesser of (a) the applicable Subgroup Senior Prepayment Percentage of the Non-PO Percentage of the sum of (i) all Net Liquidation Proceeds allocable to principal received in respect of each Mortgage Loan in the related Subgroup which became a Liquidated Loan during the related Prepayment Period (other than Mortgage Loans described in the immediately following clause (ii)) and all Subsequent Recoveries received in respect of each Liquidated Loan in the related Subgroup during the related Due Period and (ii) the Stated Principal Balance of each such Mortgage Loan in the related Subgroup purchased by an insurer from the Trustee during the related Prepayment Period pursuant to the related Primary Mortgage Insurance Policy, if any, or otherwise; and (b) the applicable Subgroup Senior Percentage of the Non-PO Percentage of the sum of (i) the Stated Principal Balance of each Mortgage Loan in the related Subgroup which became a Liquidated Loan during the related Prepayment Period (other than the Mortgage Loans described in the immediately following clause (ii)) and (ii) the Stated Principal Balance of each such Mortgage Loan in the related Subgroup that was purchased by an insurer from the Trustee during the related Prepayment Period pursuant to the related Primary Mortgage Insurance Policy, if any or otherwise; and

(5) the applicable Subgroup Senior Prepayment Percentage of the Non-PO Percentage of the sum of (a) the Stated Principal Balance of each Mortgage Loan in the related Subgroup which was repurchased by EMC or its designee in connection with such Distribution Date and (b) the excess, if any, of the Stated Principal Balance of each Mortgage Loan in the related Subgroup that has been replaced by EMC or its designee with a substitute Mortgage Loan pursuant to the Mortgage Loan purchase agreement in connection with such Distribution Date over the Stated Principal Balance of each such substitute Mortgage Loan.

Subgroup Senior Percentage : With respect to each Subgroup, the lesser of (a) 100% and (b) the percentage obtained by dividing the Certificate Principal Balance of the Senior Certificates of such Subgroup (other than the Class PO Certificates and Class R Certificates), immediately prior to such Distribution Date, by the aggregate Stated Principal Balance of the Mortgage Loans in the related Subgroup (other than the PO Percentage thereof with respect to the related Discount Mortgage Loans) as of the beginning of the related Due Period.

Subgroup Senior Prepayment Percentage : The Subgroup Senior Prepayment Percentage for the Subgroup 1 and Subgroup 2 Certificates, on any Distribution Date occurring during the periods set forth below will be as follows:

Period (dates inclusive)	Subgroup Senior Prepayment Percentage
November 25, 2005 – October 25, 2010	100%
November 25, 2010 – October 25, 2011	Subgroup Senior Percentage for the related Subgroup Certificates plus 70% of the related Subordinate Percentage.

November 25, 2011 - October 25, 2012	Subgroup Senior Percentage for the related Subgroup Certificates plus 60% of the related Subordinate Percentage.
November 25, 2012 - October 25, 2013	Subgroup Senior Percentage for the related Subgroup Certificates plus 40% of the related Subordinate Percentage.
November 25, 2013 - October 25, 2014	Subgroup Senior Percentage for the related Subgroup Certificates plus 20% of the related Subordinate Percentage.
November 25, 2014 and thereafter	Subgroup Senior Percentage for the related Subgroup Certificates.

Any scheduled reduction to the Subgroup Senior Prepayment Percentage for the Subgroup 1 and Subgroup 2 Certificates shall not be made as of any Distribution Date unless, as of the last day of the month preceding such Distribution Date (1) the aggregate Stated Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and such Mortgage Loans with respect to which the related mortgaged property has been acquired by the trust) averaged over the last six months, as a percentage of the aggregate Certificate Principal Balance of the Subordinate Certificates does not exceed 50% and (2) cumulative Realized Losses on the Mortgage Loans do not exceed (a) 30% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the closing date (“Original Subordinate Principal Balance”) if such Distribution Date occurs between and including November 2010 and October 2011, (b) 35% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including November 2011 and October 2012, (c) 40% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including November 2012 and October 2013, (d) 45% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including November 2013 and October 2014, and (e) 50% of the Original Subordinate Principal Balance if such Distribution Date occurs during or after November 2014.

Notwithstanding the foregoing, if on any Distribution Date, the percentage for Subgroup 1 or Subgroup 2, the numerator of which is the aggregate Certificate Principal Balance of the Senior Certificates (other than the Class PO Certificates and Class R Certificates) of such Subgroup immediately preceding such Distribution Date, and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans in such Subgroup (other than the PO Percentage thereof with respect to the related Discount Mortgage Loans) as of the beginning of the related Due Period, exceeds such percentage as of the cut-off date, then the Subgroup Senior Prepayment Percentage with respect to the Senior Certificates of each Subgroup for such Distribution Date will equal 100%.

Subordinate Certificates : Any of the Class B-4, Class B-5 and Class B-6 Certificates.

Subordinate Certificate Writedown Amount : With respect to the Subordinate Certificates, the amount by which (x) the sum of the Certificate Principal Balances of the Certificates (other than the Class A-2, Class A-3, Class A-10, Class X-1, Class R and Class P

Certificates) (after giving effect to the distribution of principal and the allocation of Realized Losses in reduction of the Certificate Principal Balances of the Certificates (other than the Class A-2, Class A-3, Class A-10, Class X-1, Class R and Class P Certificates) on such Distribution Date) exceeds (y) the Stated Principal Balances of the Mortgage Loans on the Due Date related to such Distribution Date.

Subordinate Optimal Principal Amount : With respect to the Subordinate Certificates and each Distribution Date will be an amount equal to the sum of the following from each Subgroup (but in no event greater than the aggregate Certificate Principal Balance of the Subordinate Certificates immediately prior to such Distribution Date):

(1) the applicable Subordinate Percentage of the Non-PO Percentage of the principal portion of all Monthly Payments due on each Mortgage Loan in the related Subgroup on the related Due Date, as specified in the amortization schedule at the time applicable thereto (after adjustment for previous principal prepayments but before any adjustment to such amortization schedule by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace period);

(2) the applicable Subordinate Prepayment Percentage of the Non-PO Percentage of the Stated Principal Balance of each Mortgage Loan in the related Subgroup which was the subject of a prepayment in full received by the Master Servicer during the applicable Prepayment Period;

(3) the applicable Subordinate Prepayment Percentage of the Non-PO Percentage of all partial prepayments of principal received during the applicable Prepayment Period for each Mortgage Loan in the related Subgroup;

(4) the excess, if any, of (a) the Net Liquidation Proceeds allocable to principal received during the related Prepayment Period in respect of each Liquidated Loan in the related Subgroup over (b) the sum of the amounts distributable to the holders of the related Senior Certificates (other than the Class A-2, Class A-3, Class A-10, Class X-1, Class PO and Class R Certificates) pursuant to clause (4) of the definition of “Subgroup Principal Distribution Amount” and clause (iv) of the definition of “Class PO Certificate Principal Distribution Amount” on such Distribution Date;

(5) the applicable Subordinate Prepayment Percentage of the Non-PO Percentage of the sum of (a) the Stated Principal Balance of each Mortgage Loan in the related Subgroup which was repurchased by EMC or its designee in connection with such Distribution Date and (b) the difference, if any, between the Stated Principal Balance of a Mortgage Loan in the related Subgroup that has been replaced by EMC or its designee with a substitute Mortgage Loan pursuant to the Mortgage Loan purchase agreement in connection with such Distribution Date and the Stated Principal Balance of such substitute Mortgage Loan; and

(6) on the Distribution Date on which the Certificate Principal Balances of the related Senior Certificates (other than the related Interest Only Certificates and Class PO Certificates) have all been reduced to zero, 100% of any applicable Subgroup Principal Distribution Amount.

Subordinate Percentage : As of any Distribution Date and with respect to any Subgroup, 100% minus the related Subgroup Senior Percentage for the Senior Certificates related to such Subgroup.

Subordinate Prepayment Percentage : As of any Distribution Date and with respect to any Subgroup, 100% minus the related Subgroup Senior Prepayment Percentage for such Subgroup, except that on any Distribution Date after the Certificate Principal Balance of each Class of Senior Certificates have each been reduced to zero, the Subordinate Prepayment Percentage for the Subordinate Certificates with respect to such Subgroup will equal 100%.

Subsequent Cut-off Date : Shall mean with respect to those Subsequent Mortgage Loans sold to the Trust Fund pursuant to a Subsequent Transfer Instrument, the later of (i) the first day of the month in which the related Subsequent Transfer Date occurs or (ii) the date of origination of such Mortgage Loan.

Subsequent Mortgage Loan Purchase Agreement : The agreement dated as of the Subsequent Transfer Date, between EMC, as seller, and Bear Stearns Asset Backed Securities I LLC, as purchaser, and all amendments thereof and supplements thereto, regarding the transfer of the Subsequent Mortgage Loans by EMC to Bear Stearns Asset Backed Securities I LLC, a form of which is attached as Exhibit N.

Subsequent Mortgage Loans : Shall mean the Mortgage Loans which will be acquired by the Trust during the Pre-Funding Period with amounts on deposit in the Pre-Funding Account.

Subsequent Transfer Date : Shall mean with respect to each subsequent transfer instrument, the date on which the Subsequent Mortgage Loans are sold to the Trust.

Subsequent Transfer Instrument : Each Subsequent Transfer Instrument, dated as of a Subsequent Transfer Date, executed by the Depositor at the written direction of the Depositor and substantially in the form of Exhibit O, by which Subsequent Mortgage Loans are transferred to the Trust Fund.

Subsequent Recoveries : As of any Distribution Date, amounts received by the Master Servicer during the related Due Period or surplus amounts held by the Master Servicer to cover estimated expenses (including, but not limited to, recoveries in respect of the representations and warranties made by the Seller pursuant to the Mortgage Loan Purchase Agreement) specifically related to a Liquidated Loan or disposition of an REO Property prior to the related Prepayment Period that resulted in a Realized Loss, after the liquidation or disposition of such Mortgage Loan.

Subservicing Agreement : Any agreement entered into between the Company and a subservicer with respect to the subservicing of any Mortgage Loan hereunder by such subservicer.

Substitution Adjustment Amount : The meaning ascribed to such term pursuant to Section 2.03(d).

Successor Master Servicer : The meaning ascribed to such term pursuant to Section 9.01.

SunTrust : SunTrust Mortgage, Inc. and any successor thereto.

SunTrust Assignment Agreement : The Assignment, Assumption and Recognition Agreement, dated as of October 31, 2005, by and among the Seller, SunTrust and the Trustee evidencing the assignment of the SunTrust Servicing Agreement to the Trust.

SunTrust Servicing Agreement : The Purchase Warranties and Servicing Agreement, dated as of January 1, 2002, as amended by Amendment No. 5, dated as of January 24, 2005, between the Seller and SunTrust.

Tax Matters Person : The person designated as “tax matters person” in the manner provided under Treasury Regulation Sections 1.860F-4(d) and 301.6231(a)(7)-1T. The Holder of the greatest Percentage Interest in a class of Residual Certificates shall be the Tax Matters Person for the related REMIC. The Securities Administrator or any successor thereto or assignee thereof shall serve as tax administrator hereunder and as agent for the related Tax Matters Person.

Transfer Affidavit : As defined in Section 7.02(c).

Transfer : Any direct or indirect transfer or sale of any Ownership Interest in a Certificate.

Trust Fund : The corpus of the trust created hereunder consisting of (i) the Mortgage Loans and all interest accruing and principal due with respect thereto after the Cut-off Date to the extent not applied in computing the Cut-off Date Principal Balance thereof; (ii) the Distribution Account, the Corridor Contract Reserve Fund, the Master Servicer Collection Account maintained by the Master Servicer and the Protected Accounts maintained by the Company and the Servicer and all amounts deposited therein pursuant to the applicable provisions of this Agreement and the Servicing Agreements; (iii) property that secured a Mortgage Loan and has been acquired by foreclosure, deed in lieu of foreclosure or otherwise; (iv) the mortgagee’s rights under the Insurance Policies with respect to the Mortgage Loans; (v) the Servicing Agreements; (vi) the rights under the Mortgage Loan Purchase Agreement; (vii) the Corridor Contract; and (viii) all proceeds of the foregoing, including proceeds of conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid property.

Trustee : U.S. Bank National Association, a national banking association, solely in its capacity as trustee for the benefit of the Certificateholders under this Agreement, and any successor thereto, and any corporation or national banking association resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor trustee as may from time to time be serving as successor trustee hereunder.

Uncertificated Accrued Interest : With respect to each REMIC I Regular Interest or REMIC II Regular Interest, as applicable, on each Distribution Date, an amount equal to one month’s interest at the related Uncertificated REMIC I Pass-Through Rate or Uncertificated REMIC II Pass-Through Rate, as applicable, on the Uncertificated Principal Balance of such REMIC Regular Interest. In each case, Uncertificated Accrued Interest will be reduced by any Net Interest Shortfalls and interest portion of Realized Losses (allocated to such REMIC Regular Interests as set forth in Sections 1.02 and 6.05).

Uncertificated Notional Amount : With respect to REMIC I Regular Interest X, the aggregate Stated Principal Balance of the Mortgage Loans in Subgroup 2 that have Net Mortgage Rates greater than 8.000% per annum. With respect to REMIC II Regular Interest X-1, an amount equal to the Uncertificated Notional Amount of REMIC I Regular Interest X.

Uncertificated Principal Balance : With respect to each REMIC I Regular Interest or REMIC II Regular Interest, as applicable, the principal amount of such REMIC Regular Interest outstanding as of any date of determination. As of the Closing Date, the Uncertificated Principal Balance of each REMIC I Regular Interest or REMIC II Regular Interest, as applicable, shall equal the amount set forth in the Preliminary Statement hereto as its initial Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of each REMIC I Regular Interest or REMIC II Regular Interest, as applicable, shall be reduced by all distributions of principal made on such REMIC Regular Interest on such Distribution Date pursuant to Section 6.07 and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses as provided in Section 6.05. The Uncertificated Principal Balance of each REMIC I Regular Interest or REMIC II Regular Interest, as applicable, shall never be less than zero.

Uncertificated REMIC I Pass-Through Rate :

With respect to the REMIC I Regular Interests other than REMIC I Regular Interest X, the applicable Uncertificated REMIC I Pass-Through Rate for each such REMIC I Regular Interest as set forth in the Preliminary Statement.

With respect to REMIC I Regular Interest X, a rate per annum equal to the weighted average of the excess, if any, of (a) the Net Mortgage Rates on the Mortgage Loans with a Net Mortgage Rate greater than 8.000% over (b) 8.000% per annum.

Uncertificated REMIC II Pass-Through Rate :

With respect to the REMIC II Regular Interests other than REMIC II Regular Interest X-1, REMIC II Regular Interest A-1 and REMIC II Regular Interest A-9, a rate per annum equal to the Pass-Through Rate indicated for the Class of Corresponding Certificates as set forth in the Preliminary Statement.

With respect to REMIC II Regular Interest X-1, REMIC II Regular Interest X-1 shall not have an Uncertificated REMIC II Pass-Through Rate, but shall be entitled to 100% of the amounts distributable to REMIC I Regular Interest X for such Distribution Date.

With respect to REMIC II Regular Interest A-1, 8.00% per annum.

With respect to REMIC II Regular Interest A-9, 5.50% per annum.

Voting Rights : The portion of the voting rights of all of the Certificates for purposes of the voting provisions hereunder shall be allocated as follows: (i) 93.50% to the Certificates (other than the Class A-2, Class A-3, Class A-10, Class X-1, Class P and Class R Certificates), in proportion to their respective outstanding Certificate Principal Balances, (ii) 1.00% to each of the

Class A-2, Class A-3, Class A-10, Class X-1 and Class P Certificates and (iii) 0.50% to each of the Class R-1, Class R-2 and Class R-3 Certificates.

Section 1.02

Allocation of Certain Interest Shortfalls .

For purposes of calculating the amount of the Accrued Certificate Interest for the Class A (other than the Class A-6 Certificates), Class X-1 and Class B Certificates for any Distribution Date, (1) the aggregate amount of any Net Interest Shortfalls for any Distribution Date shall be allocated first, among such Certificates in proportion to the amount of the interest portion of the Available Funds that would have been allocated to such Certificates in the absence of such Net Interest Shortfalls, and (2) the interest portion of Realized Losses shall be allocated first, to the Class B-6 Certificates, second to the Class B-5 Certificates, third to the Class B-4 Certificates, fourth to the Class B-3 Certificates, fifth to the Class B-2 Certificates and sixth to the Class B-1 Certificates, and following the Cross-Over Date, fourth to the Senior Certificates, on a pro rata basis.

For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC I Regular Interests (other than REMIC I Regular Interest P, REMIC I Regular Interest PO, REMIC I Regular Interest R-2 and REMIC I Regular Interest R-3) for any Distribution Date, the aggregate amount of any Net Interest Shortfalls for any Distribution Date shall be allocated first, among REMIC I Regular Interest 1-Sub, REMIC I Regular Interest 1-ZZZ, REMIC I Regular Interest 2-Sub, REMIC I Regular Interest 2-ZZZ and REMIC I Regular Interest X, pro rata, based on, and to the extent of, one month’s interest at the then applicable respective Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated Principal Balances of each such REMIC I Regular Interest.

For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC II Regular Interests (other than REMIC II Regular Interest P, REMIC II Regular Interest PO, REMIC II Regular Interest A-6 and REMIC II Regular Interest R-3) for any Distribution Date, the aggregate amount of any Net Interest Shortfalls for any Distribution Date shall be allocated among such REMIC II Regular Interests as such amounts are allocable to the Corresponding Certificates; provided that, solely for purposes of the foregoing, any shortfalls otherwise allocable to the Class A-2 Certificates or Class A-3 Certificates shall be deemed to be allocated entirely to the Class A-1 Certificates, and any shortfalls otherwise allocable to the Class A-10 Certificates shall be deemed to be allocated entirely to the Class A-9 Certificates.

ARTICLE II

CONVEYANCE OF TRUST FUND

REPRESENTATIONS AND WARRANTIES

Section 2.01 Conveyance of Trust Fund . Pursuant to the Mortgage Loan Purchase Agreement, the Seller sold, transferred, assigned, set over and otherwise conveyed to the Depositor, without recourse, all the right, title and interest of the Seller in and to the assets in the Trust Fund.

The Seller has entered into this Agreement in consideration for the purchase of the Mortgage Loans by the Depositor pursuant to the Mortgage Loan Purchase Agreement and has agreed to take the actions specified herein.

The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the use and benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to the Trust Fund.

In connection with such sale, the Depositor has delivered to, and deposited with, the Trustee or the Custodian, as its agent, the following documents or instruments with respect to each Mortgage Loan so assigned: (i) the original Mortgage Note, including any riders thereto, endorsed without recourse (A) to the order of “U.S. Bank National Association, as Trustee for certificateholders of Bear Stearns Asset Backed Securities I LLC, Asset Backed Certificates, Series 2005-AC8,” or (B) in the case of a loan registered on the MERS system, in blank, and in each case showing to the extent available to the Seller an unbroken chain of endorsements from the original payee thereof to the Person endorsing it to the Trustee, (ii) the original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting the presence of the MIN and language indicating that such Mortgage Loan is a MOM Loan, which shall have been recorded (or if the original is not available, a copy), with evidence of such recording indicated thereon (or if clause (x) in the proviso below applies, shall be in recordable form), (iii) unless the Mortgage Loan is a MOM Loan, the assignment (either an original or a copy, which may be in the form of a blanket assignment if permitted in the jurisdiction in which the Mortgaged Property is located) to the Trustee of the Mortgage with respect to each Mortgage Loan in the name of “U.S. Bank National Association, as Trustee for certificateholders of Bear Stearns Asset Backed Securities I LLC, Asset Backed Certificates, Series 2005-AC8,” which shall have been recorded (or if clause (x) in the proviso below applies, shall be in recordable form) (iv) an original or a copy of all intervening assignments of the Mortgage, if any, to the extent available to the Seller, with evidence of recording thereon, (v) the original policy of title insurance or mortgagee’s certificate of title insurance or commitment or binder for title insurance, if available, or a copy thereof, or, in the event that such original title insurance policy is unavailable, a photocopy thereof, or in lieu thereof, a current lien search on the related Mortgaged Property and (vi) originals or copies of all available assumption, modification or substitution agreements, if any; provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) if any Mortgage, assignment thereof to the Trustee or intervening assignments thereof have been delivered or are being delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Depositor may deliver a true copy thereof with a certification by the Seller or the title company issuing the

commitment for title insurance, on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording” and (y) in lieu of the Mortgage Notes relating to the Mortgage Loans identified in the list set forth in Exhibit I, the Depositor may deliver a lost note affidavit and indemnity and a copy of the original note, if available; and provided, further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Depositor, in lieu of delivering the above documents, may deliver to the Trustee and its Custodian a certification of a Servicing Officer to such effect and in such case shall deposit all amounts paid in respect of such Mortgage Loans, in the Master Servicer Collection Account or in the Distribution Account on the Closing Date. In the case of the documents referred to in clause (x) above, the Depositor shall deliver such documents to the Trustee or its Custodian promptly after they are received. The Seller shall cause, at its expense, the Mortgage and intervening assignments, if any, and to the extent required in accordance with the foregoing, the assignment of the Mortgage to the Trustee to be submitted for recording promptly after the Closing Date provided that the Seller need not cause to be recorded any assignment (a) in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel addressed to the Trustee delivered by the Seller to the Trustee and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as mortgagee of record solely as nominee for Seller and its successors and assigns. In the event that the Seller, the Depositor or the Master Servicer gives written notice to the Trustee that a court has recharacterized the sale of the Mortgage Loans as a financing, the Seller shall submit or cause to be submitted for recording as specified above or, should the Seller fail to perform such obligations, the Master Servicer shall cause each such previously unrecorded assignment to be submitted for recording as specified above at the expense of the Trust. In the event a Mortgage File is released to the Company or the Servicer as a result of such Person having completed a Request for Release, the Custodian shall, if not so completed, complete the assignment of the related Mortgage in the manner specified in clause (iii) above.

In connection with the assignment of any Mortgage Loan registered on the MERS® System, the Seller further agrees that it will cause, at the Seller’s own expense, within 30 days after the Closing Date, the MERS® System to indicate that such Mortgage Loans have been assigned by the Seller to the Depositor and by the Depositor to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trustee and (b) the code in the field “Pool Field” which identifies the series of the Certificates issued in connection with such Mortgage Loans. The Seller further agrees that it will not, and will not permit the Company, any Servicer or the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement or the Mortgage Loan Purchase Agreement.

Section 2.02

Acceptance of the Mortgage Loans .

(a) Based on the Initial Certification received by it from the Custodian, the Trustee acknowledges receipt of, subject to the further review and exceptions reported by the Custodian pursuant to the procedures described below, the documents (or certified copies

thereof) delivered to the Trustee or the Custodian on its behalf pursuant to Section 2.01 and declares that it holds and will continue to hold directly or through a custodian those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Fund delivered to it in trust for the use and benefit of all present and future Holders of the Certificates. On the Closing Date, the Trustee or the Custodian on its behalf will deliver the Seller and the Trustee an Initial Certification confirming whether or not it has received the Mortgage File for each Mortgage Loan, but without review of such Mortgage File, except to the extent necessary to confirm whether such Mortgage File contains the original Mortgage Note or a lost note affidavit and indemnity in lieu thereof. No later than 90 days after the Closing Date, the Trustee or the Custodian on its behalf shall, for the benefit of the Certificateholders, review each Mortgage File delivered to it and execute and deliver to the Seller and, if reviewed by the Custodian, the Trustee, an Interim Certification. In conducting such review, the Trustee or the Custodian on its behalf will ascertain whether all required documents have been executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Agreement, as supplemented (provided, however, that with respect to those documents described in subclauses (iv) and (vi) of Section 2.01, such obligations shall extend only to documents actually delivered pursuant to such subclauses). In performing any such review, the Trustee and the Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian on its behalf finds any document constituting part of the Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in Exhibit B or to appear to be defective on its face, the Trustee or the Custodian on its behalf shall include such information in the exception report. The Seller shall correct or cure any such defect or, if prior to the end of the second anniversary of the Closing Date, the Seller may substitute for the related Mortgage Loan a Replacement Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03 or shall deliver to the Trustee an Opinion of Counsel addressed to the Trustee to the effect that such defect does not materially or adversely affect the interests of the Certificateholders in such Mortgage Loan within 60 days from the date of notice from the Trustee of the defect and if the Seller fails to correct or cure the defect or deliver such opinion within such period, the Seller will, subject to Section 2.03, within 90 days from the notification of the Trustee purchase such Mortgage Loan at the Purchase Price; provided, however, that if such defect relates solely to the inability of the Seller to deliver the Mortgage, assignment thereof to the Trustee, or intervening assignments thereof with evidence of recording thereon because such documents have been submitted for recording and have not been returned by the applicable jurisdiction, the Seller shall not be required to purchase such Mortgage Loan if the Seller delivers such documents promptly upon receipt, but in no event later than 360 days after the Closing Date.

(b) No later than 180 days after the Closing Date, the Trustee or the Custodian on its behalf will review, for the benefit of the Certificateholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller and, if reviewed by the Custodian, the Trustee, a Final Certification. In conducting such review, the Trustee or the Custodian on its behalf will ascertain whether each document required to be recorded has been returned from the recording office with evidence of recording thereon and the Trustee or the Custodian on its behalf has received either an original or a copy thereof, as required in Section 2.01 (provided, however, that with respect to those documents described in subclauses (iv) and

(vi) of Section 2.01, such obligations shall extend only to documents actually delivered pursuant to such subclauses). If the Trustee or the Custodian on its behalf finds any document with respect to a Mortgage Loan has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B or to appear defective on its face, the Trustee or the Custodian on its behalf shall note such defect in the exception report attached to the Final Certification and shall promptly notify the Seller. The Seller shall correct or cure any such defect or, if prior to the end of the second anniversary of the Closing Date, the Seller may substitute for the related Mortgage Loan a Replacement Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03 or shall deliver to the Trustee and an Opinion of Counsel addressed to the Trustee to the effect that such defect does not materially or adversely affect the interests of Certificateholders in such Mortgage Loan (such determination to be made within 60 days from the date of notice from the Trustee of the defect and if the Seller is unable within such period to correct or cure such defect, or to substitute the related Mortgage Loan with a Replacement Mortgage Loan or to deliver such opinion, the Seller shall, subject to Section 2.03, within 90 days from the notification of the Trustee, purchase such Mortgage Loan at the Purchase Price; provided, however, that if such defect relates solely to the inability of the Seller to deliver the Mortgage, assignment thereof to the Trustee or intervening assignments thereof with evidence of recording thereon, because such documents have not been returned by the applicable jurisdiction, the Seller shall not be required to purchase such Mortgage Loan, if the Seller delivers such documents promptly upon receipt, but in no event later than 360 days after the Closing Date.

(c) In the event that a Mortgage Loan is purchased by the Seller in accordance with subsections 2.02(a) or (b) above or Section 2.03, the Seller shall remit the applicable Purchase Price to the Master Servicer for deposit in the Master Servicer Collection Account and shall provide written notice to the Trustee detailing the components of the Purchase Price, signed by a Servicing Officer. Upon deposit of the Purchase Price in the Master Servicer Collection Account and upon receipt of a Request for Release with respect to such Mortgage Loan, the Trustee or the Custodian will release to the Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty furnished to it by the Seller, as are necessary to vest in the Seller title to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which the deposit into the Master Servicer Collection Account was made. The Trustee shall promptly notify the Rating Agencies of such repurchase. The obligation of the Seller to cure, repurchase or substitute for any Mortgage Loan as to which a defect in a constituent document exists shall be the sole remedies respecting such defect available to the Certificateholders or to the Trustee on their behalf.

(d) The Seller shall deliver to the Trustee or the Custodian on its behalf, and Trustee agrees to accept the Mortgage Note and other documents constituting the Mortgage File with respect to any Replacement Mortgage Loan, which the Trustee or the Custodian will review as provided in subsections 2.02(a) and 2.02(b), provided, that the Closing Date referred to therein shall instead be the date of delivery of the Mortgage File with respect to each Replacement Mortgage Loan.

Section 2.03 Representations, Warranties and Covenants of the Company, the Master Servicer and the Seller .

(a) The Company hereby represents and warrants to the Master Servicer, the Depositor, the Securities Administrator, the Trustee as follows, as of the Closing Date:

(i) It is duly organized and is validly existing and in good standing under the laws of the State of Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by it in any state in which a Mortgaged Property related to an EMC Mortgage Loan is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each EMC Mortgage Loan, to service the EMC Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement to which it is a party in accordance with the terms hereof.

(ii) It has the full corporate power and authority to service each EMC Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement to which it is a party and has duly authorized by all necessary corporate action on its part the execution, delivery and performance of this Agreement to which it is a party; and this Agreement to which it is a party, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

(iii) The execution and delivery of this Agreement to which it is a party by it, the servicing of the EMC Mortgage Loans by it under this Agreement, the consummation of any other of the transactions contemplated by this Agreement to which it is a party, and the fulfillment of or compliance with the terms hereof are in its ordinary course of business and will not (A) result in a breach of any term or provision of its charter or by-laws or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or (C) constitute a violation of any statute, order or regulation applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it; and it is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair its ability to perform or meet any of its obligations under this Agreement to which it is a party.

(iv) It is an approved servicer of conventional mortgage loans for Fannie Mae or Freddie Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to sections 203 and 211 of the National Housing Act.

(v) No litigation is pending or, to the best of its knowledge, threatened, against it that would materially and adversely affect the execution, delivery or enforceability of this Agreement to which it is a party or its ability to service the EMC Mortgage Loans or to perform any of its other obligations under this Agreement to which it is a party in accordance with the terms hereof.

(vi) No consent, approval, authorization or order of any court or governmental agency or body is required for its execution, delivery and performance of, or compliance with, this Agreement to which it is a party or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same.

(b) Wells Fargo Bank, National Association, in its capacity as Master Servicer and Securities Administrator hereby represents and warrants to the Seller, the Depositor, the Trustee as follows, as of the Closing Date:

(i) It is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer and the Securities Administrator in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with the terms of this Agreement to which it is a party and to perform any of its other obligations under this Agreement in accordance with the terms hereof or thereof;

(ii) It has the full corporate power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement to which it is a party and has duly authorized by all necessary corporate action on its part the execution, delivery and performance of this Agreement to which it is a party; and this Agreement to which it is a party, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

(iii) The execution and delivery of this Agreement to which it is a party by it, the consummation of any other of the transactions contemplated by this Agreement, to which it is a party and the fulfillment of or compliance with the terms hereof are in its ordinary course of business and will not (A) result in a material breach of any term or

provision of its charter or by-laws or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it; and it is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair its ability to perform or meet any of its obligations under this Agreement to which it is a party.

(iv) No litigation is pending or, to the best of its knowledge, threatened, against it that would materially and adversely affect the execution, delivery or enforceability of this Agreement to which it is a party or its ability to perform any of its other obligations under this Agreement to which it is a party in accordance with the terms hereof.

(v) No consent, approval, authorization or order of any court or governmental agency or body is required for its execution, delivery and performance of, or compliance with, this Agreement to which it is a party or the consummation of the transactions contemplated hereby or thereby, or if any such consent, approval, authorization or order is required, it has obtained the same.

(c) The Seller hereby represents and warrants to the Depositor, the Securities Administrator, the Master Servicer, the Trustee as follows, as of the Closing Date:

(i) The Seller is duly organized as a Delaware corporation and is validly existing and in good standing under the laws of the State of Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement to which it is a party to be conducted by the Seller in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to sell the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement to which it is a party in accordance with the terms hereof or thereof.

(ii) The Seller has the full corporate power and authority to sell each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement to which it is a party and has duly authorized by all necessary corporate action on the part of the Seller the execution, delivery and performance of this Agreement to which it is a party; and this Agreement to which it is a party, assuming the due authorization, execution and delivery hereof by the other parties hereto or thereto, as applicable, constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief

may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

(iii) The execution and delivery of this Agreement to which it is a party by the Seller, the sale of the Mortgage Loans by the Seller under the Mortgage Loan Purchase Agreement, the consummation of any other of the transactions contemplated by this Agreement to which it is a party, and the fulfillment of or compliance with the terms hereof and thereof are in the ordinary course of business of the Seller and will not (A) result in a breach of any term or provision of the charter or by-laws of the Seller or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Seller is a party or by which it may be bound, or (C) constitute a violation of any statute, order or regulation applicable to the Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Seller; and the Seller is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Seller’s ability to perform or meet any of its obligations under this Agreement to which it is a party.

(iv) The Seller is an approved seller of conventional mortgage loans for Fannie Mae or Freddie Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to sections 203 and 211 of the National Housing Act.

(v) No litigation is pending or, to the best of the Seller’s knowledge, threatened, against the Seller that would materially and adversely affect the execution, delivery or enforceability of this Agreement to which it is a party or the ability of the Seller to sell the Mortgage Loans or to perform any of its other obligations under this Agreement to which it is a party in accordance with the terms hereof or thereof.

(vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement to which it is a party or the consummation of the transactions contemplated hereby or thereby, or if any such consent, approval, authorization or order is required, the Seller has obtained the same.

(vii) As of the Closing Date, the representations and warranties concerning the Mortgage Loans set forth in Section 7 of the Mortgage Loan Purchase Agreement are true and correct in all material respects.

(d) Upon discovery by any of the parties hereto of a breach of a representation or warranty set forth in Section 7 of the Mortgage Loan Purchase Agreement that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt written notice thereof to the other parties. The Seller hereby covenants with respect to the representations and warranties set forth in Section 7 of the Mortgage Loan Purchase Agreement, that within 90 days of the discovery of a breach of any representation or warranty set forth therein that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, it shall cure such breach in all material respects

and, if such breach is not so cured, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund and substitute in its place a Replacement Mortgage Loan, in the manner and subject to the conditions set forth in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee at the Purchase Price in the manner set forth below; provided that any such substitution pursuant to (i) above or repurchase pursuant to (ii) above shall not be effected prior to the delivery to the Trustee of an Opinion of Counsel if required by Section 2.05 hereof and any such substitution pursuant to (i) above shall not be effected prior to the additional delivery to the Trustee of a Request for Release. The Seller shall promptly reimburse the Master Servicer and the Trustee for any expenses reasonably incurred by the Master Servicer or the Trustee in respect of enforcing the remedies for such breach. To enable the Securities Administrator to amend the Mortgage Loan Schedule, the Seller shall, unless it cures such breach in a timely fashion pursuant to this Section 2.03, promptly notify the Securities Administrator whether it intends either to repurchase, or to substitute for, the Mortgage Loan affected by such breach. With respect to the representations and warranties in Section 7 of the Mortgage Loan Purchase Agreement that are made to the best of the Seller’s knowledge, if it is discovered by any of the Depositor, the Master Servicer, the Seller, the Securities Administrator, the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation or warranty, the Seller shall nevertheless be required to cure, substitute for or repurchase the affected Mortgage Loan in accordance with the foregoing.

With respect to any Replacement Mortgage Loan or Loans, the Seller shall deliver to the Trustee for the benefit of the Certificateholders such documents and agreements as are required by Section 2.01. No substitution shall be made in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date on which such proceeds are to be distributed shall not be part of the Trust Fund and shall be retained by the Seller. For the month of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for the related Due Period and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Securities Administrator shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Replacement Mortgage Loan or Loans and the Securities Administrator shall deliver the amended Mortgage Loan Schedule to the Trustee and the Custodian. Upon such substitution, the Replacement Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Replacement Mortgage Loan or Loans, as of the date of substitution, the representations and warranties set forth in Section 7 of the Mortgage Loan Purchase Agreement with respect to such Mortgage Loan. Upon any such substitution and the deposit into the Master Servicer Collection Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph and receipt by the Trustee of a Request for Release for such Mortgage Loan, the Trustee or the Custodian shall release to the Seller the Mortgage File relating to such Deleted Mortgage Loan and held for the benefit of the Certificateholders and the Trustee shall execute and deliver at the Seller’s direction such instruments of transfer or assignment as have been prepared by the Seller, in each case without recourse, representation or warranty as shall be necessary to vest in the Seller, or its

respective designee, title to the Trustee’s interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03.

For any month in which the Seller substitutes one or more Replacement Mortgage Loans for a Deleted Mortgage Loan, the Master Servicer will determine the amount (if any) by which the aggregate principal balance of all the Replacement Mortgage Loans as of the date of substitution is less than the Stated Principal Balance (after application of the principal portion of the Scheduled Payment due in the month of substitution) of such Deleted Mortgage Loan. An amount equal to the aggregate of such deficiencies, described in the preceding sentence for any Distribution Date (such amount, the “Substitution Adjustment Amount”) shall be deposited into the Master Servicer Collection Account, by the Seller delivering such Replacement Mortgage Loan on the Determination Date for the Distribution Date relating to the Prepayment Period during which the related Mortgage Loan became required to be purchased or replaced hereunder.

In the event that the Seller shall have repurchased a Mortgage Loan, the Purchase Price therefor shall be deposited into the Master Servicer Collection Account maintained by the Master Servicer, on the Determination Date for the Distribution Date in the month following the month during which the Seller became obligated to repurchase or replace such Mortgage Loan and upon such deposit of the Purchase Price, the delivery of an Opinion of Counsel if required by Section 2.05 and the receipt of a Request for Release, the Trustee or the Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to the Seller, and the Trustee shall execute and deliver at such Person’s direction the related instruments of transfer or assignment prepared by the Seller, in each case without recourse, representation or warranty as shall be necessary to transfer title from the Trustee for the benefit of the Certificateholders and transfer the Trustee’s interest to the Seller to any Mortgage Loan purchased pursuant to this Section 2.03. It is understood and agreed that the obligation under this Agreement of the Seller to cure, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedies against the Seller respecting such breach available to Certificateholders, the Depositor or the Trustee.

(e) The representations and warranties set forth in Section 2.03 hereof shall survive delivery of the respective Mortgage Loans and Mortgage Files to the Trustee or the Custodian for the benefit of the Certificateholders.

Section 2.04 Representations and Warranties of the Depositor . The Depositor hereby represents and warrants to the Master Servicer, the Securities Administrator, the Trustee as follows, as of the date hereof and as of the Closing Date:

(i) The Depositor is duly organized and is validly existing as limited liability company in good standing under the laws of the State of Delaware and has full power and authority necessary to own or hold its properties and to conduct its business as now conducted by it and to enter into and perform its obligations under this Agreement to which it is a party.

(ii) The Depositor has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by, this Agreement to which it is a party and has duly authorized, by all necessary action on its part, the execution, delivery and performance of this Agreement to which it is a party;

and this Agreement to which it is a party, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and (ii) general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law.

(iii) The execution and delivery of this Agreement to which it is a party by the Depositor, the consummation of the transactions contemplated by this Agreement to which it is a party, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Depositor and will not (A) result in a breach of any term or provision of the organizational documents of the Depositor or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Depositor is a party or by which it may be bound or (C) constitute a violation of any statute, order or regulation applicable to the Depositor of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor; and the Depositor is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Depositor’s ability to perform or meet any of its obligations under this Agreement to which it is a party.

(iv) No litigation is pending, or, to the best of the Depositor’s knowledge, threatened, against the Depositor that would materially and adversely affect the execution, delivery or enforceability of this Agreement to which it is a party or the ability of the Depositor to perform its obligations under this Agreement to which it is a party in accordance with the terms hereof.

(v) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Depositor of, or compliance by the Depositor with, this Agreement to which it is a party or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Depositor has obtained the same.

The Depositor hereby represents and warrants to the Trustee as of the Closing Date, following the transfer of the Mortgage Loans to it by the Seller, the Depositor had good title to the Mortgage Loans and the related Mortgage Notes were subject to no offsets, claims, defenses or counterclaims.

It is understood and agreed that the representations and warranties set forth in the immediately preceding paragraph shall survive delivery of the Mortgage Files to the Trustee or the Custodian for the benefit of the Certificateholders. Upon discovery by the Depositor, the Trustee of a breach of such representations and warranties, the party discovering such breach shall give prompt written notice to the others and to each Rating Agency.

Section 2.05 Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases .

(a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Sections 2.02 or 2.03 shall be made unless the Seller delivers to the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that such repurchase or substitution would not (i) result in the imposition of the tax on “prohibited transactions” of REMIC I, REMIC II or REMIC III or contributions after the Closing Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence.

(b) Upon discovery by the Depositor, the Seller, the Custodian or the Master Servicer that any Mortgage Loan does not constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within 5 Business Days of discovery) give written notice thereof to the other parties and the Trustee. In connection therewith, the Trustee, or the Custodian on its behalf, shall require the Seller, at the Seller’s option, to either (i) substitute, if the conditions in Section 2.03(d) with respect to substitutions are satisfied, a Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty contained in Section 2.03. The Trustee, or the Custodian on its behalf, shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Section 2.06

Countersignature and Delivery of Certificates .

(a) The Trustee acknowledges the sale, transfer and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, the Securities Administrator has executed, countersigned and delivered, to or upon the order of the Depositor, the Certificates in authorized denominations evidencing the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates and to perform the duties set forth in this Agreement in accordance with its terms.

(b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC I Regular Interests and the other assets of REMIC II for the benefit of the holders of the REMIC II Interests. The Trustee acknowledges receipt of the REMIC I Regular Interests (all of which are uncertificated) and the

other assets of REMIC II and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the REMIC II Interests.

(c) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC II Regular Interests and the other assets of REMIC III for the benefit of the holders of the REMIC III Certificates. The Trustee acknowledges receipt of the REMIC II Regular Interests (all of which are uncertificated) and the other assets of REMIC III and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the REMIC III Certificates.

Section 2.07

Conveyance of the Subsequent Mortgage Loans .

(a) In consideration of the Securities Administrator's delivery on the Subsequent Transfer Date to or upon the written order