POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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BEAR STEARNS ASSET BACKED SECURITIES I LLC, | EMC MORTGAGE CORPORATION | WELLS FARGO BANK, NATIONAL ASSOCIATION | U.S. BANK NATIONAL ASSOCIATION,

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 8/15/2005

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 July 1, 2005

________________________________________

BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2005-AC5

ASSET-BACKED CERTIFICATES, SERIES 2005-AC5

TABLE OF CONTENTS

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.

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.
Section 5.02	Permitted Withdrawals From the Protected Account.
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.

Article VI DISTRIBUTIONS AND ADVANCES

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	Net WAC Reserve Fund and Class I-A Net WAC Pass-Through Amounts.
Section 6.09	Class P Certificate Accounts
Section 6.10	Class II-A Policy Matters.

Unless otherwise designated in writing by the President or a Managing Director of the Class II-A Insurer to the Trustee, the Class I-A-3 Certificate Insurer Premium Amount and Class II-A-3 Certificate Insurer Premium Amount to be paid pursuant to Section 6.04(b) shall be paid by the Securities Administrator to the Certificate Insurer in accordance with the terms of the Premium Letter.

Section 6.11

Class I-A-3 Policy Matters.

Article VII THE CERTIFICATES

Section 7.01	The Certificates
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, the Certificate Insurers 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

Subject to Section 11.03, the obligations and responsibilities of the Depositor, the Master Servicer, the Securities Administrator, the Seller and the Trustee created hereby with respect to the related Sub-Trust shall terminate, with respect to Loan Group II, upon the earlier of (a) the purchase by EMC or its designee of all of the Group II Mortgage Loans (and related REO Properties) remaining in the Trust Fund at a price (the “Group II Mortgage Loan Purchase Price”) equal to the sum of (i) 100% of the Stated Principal Balance of each related

Mortgage Loan (other than in respect of related REO Property), (ii) accrued interest thereon at the applicable Mortgage Rate to, but not including, the first day of the month of such purchase, (iii) the appraised value of any REO Property in the Group II Sub-Trust (up to the Stated Principal Balance of the related Mortgage Loan), such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee and (iv) unreimbursed out-of pocket costs of the Company, the Servicers or the Master Servicer, including unreimbursed servicing advances and the principal portion of any unreimbursed Advances made on Loan Group II prior to the exercise of such repurchase right, (v) any Class II-A Reimbursement Amount due the Class II-A Insurer and (vi) such Loan Group’s pro rata share (based on the then outstanding aggregate Stated Principal Balance thereof) of any unreimbursed costs and expenses of the Trustee and the Securities Administrator payable pursuant to Section 10.05 and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Group II Sub-Trust and the disposition of all related REO Property and (ii) the distribution to Group II Certificateholders and the Class II-A Insurer of all amounts required to be distributed to them pursuant to this Agreement, as applicable.

In no event shall the Sub-Trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St

Section 11.02	Final Distribution on the Group I Certificates and Group II 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.
Section 12.11	Certificate Insurer Rights.

Exhibits

Exhibit A-1

Form of Class [A] x [PO] Certificates

Exhibit A-2

Form of Class M Certificates

Exhibit A-3

Form of Class B Certificates

Exhibit A-4

Form of Class I-C Certificates

Exhibit A-5

Form of Class [I-P][II-P] Certificates

Exhibit A-6

Form of Class I-R Certificates

Exhibit A-7

Form of Class II-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-1

Form of Class I-A-3 Policy

Exhibit M-2

Form of Class II-A Policy

Exhibit N

Form of Yield Maintenance Agreements

POOLING AND SERVICING AGREEMENT, dated as of July 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.

REMIC I

As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of Loan Group I and certain other related assets subject to this Agreement (other than the Yield Maintenance Agreements and the Net WAC 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 I-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⁾
AA	$	367,931,218.64	(2)	August 25, 2035
I-A-1	$	1,243,510.00	(2)	August 25, 2035
I-A-2	$	200,000.00	(2)	August 25, 2035
I-A-3	$	750,000.00	(2)	August 25, 2035
I-A-4	$	687,990.00	(2)	August 25, 2035
I-M-1	$	253,420.00	(2)	August 25, 2035
I-M-2	$	202,740.00	(2)	August 25, 2035
I-M-3	$	90,100.00	(2)	August 25, 2035
I-B-1	$	82,600.00	(2)	August 25, 2035
I-B-2	$	61,950.00	(2)	August 25, 2035
I-B-3	$	50,680.00	(2)	August 25, 2035
I-B-4	$	112,630.00	(2)	August 25, 2035
ZZ	$	3,773,180.38	(2)	August 25, 2035
I-P	$	100.00	0.00%	August 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 in Loan Group I 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.

REMIC II

As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC II.” The Class I-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⁾
I-A-1	$	124,351,000.00	(2)	August 25, 2035
I-A-2	$	20,000,000.00	(2)	August 25, 2035
I-A-3	$	75,000,000.00	(2)	August 25, 2035
I-A-4	$	68,799,000.00	(2)	August 25, 2035
I-M-1	$	25,342,000.00	(2)	August 25, 2035
I-M-2	$	20,274,000.00	(2)	August 25, 2035
I-M-3	$	9,010,000.00	(2)	August 25, 2035
I-B-1	$	8,260,000.00	(2)	August 25, 2035
I-B-2	$	6,195,000.00	(2)	August 25, 2035
I-B-3	$	5,068,000.00	(2)	August 25, 2035
I-B-4	$	11,263,000.00	(2)	August 25, 2035
I-C	$	1,878,019.02	(2) (3)	August 25, 2035
I-P	$	100.00	0.00%	August 25, 2035

___________________

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

(3) REMIC II Regular Interest I-C will not accrue interest on its Uncertificated Principal Balance, but will accrue interest at the related Uncertificated REMIC II Pass-Through Rate on its Uncertificated Notional Balance which shall equal the aggregate of the Uncertificated Principal Balances of the REMIC I Regular Interests other than REMIC I Regular Interest I-P.

REMIC III

As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of Loan Group II and certain other related assets subject to this Agreement (other than the Yield Maintenance Agreements and the Net WAC Reserve Fund) as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III.” The Class II-R-1 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 designation, the Uncertificated REMIC III 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 III Regular Interests (as defined herein). None of the REMIC III Regular Interests will be certificated.

Designation	Initial Uncertificated Principal Balance		Uncertificated REMIC III Pass-Through Rate	Latest Possible Maturity Date ⁽¹⁾
PO	$	347,260.46	0.000%	August 25, 2020
1-Sub	$	5,561.43	5.315%	August 25, 2020
1-ZZZ	$	87,999,332.01	5.315%	August 25, 2020
2-Sub	$	1,545.75	8.060%	August 25, 2020
2-ZZZ	$	24,458,629.84	8.060%	August 25, 2020
II-R-2	$	50.00	0.00%	August 25, 2020
II-R-3	$	50.00	0.00%	August 25, 2020
P	$	100.00	0.00%	August 25, 2020
X		(3)	(2)	August 25, 2020

___________________

(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 in Loan Group II with the latest maturity date has been designated as the “latest possible maturity date” for each of the REMIC III Regular Interests.

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

(3) REMIC III 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 IV

As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of the REMIC III Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC IV.” The Class II-R-2 Certificates will represent the sole class of Residual Interests in REMIC IV for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC IV 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 IV Regular Interests (as defined herein). None of the REMIC IV Regular Interests will be certificated.

Designation	Initial Uncertificated Principal Balance		Uncertificated REMIC IV Pass-Through Rate	Latest Possible Maturity Date ⁽¹⁾
II-A-1	$	57,710,426.00	(2)	August 25, 2020
II-A-2	$	24,733,039.00	(2)	August 25, 2020
II-A-3	$	22,914,426.00	(2)	August 25, 2020
II-B-1	$	4,286,868.00	(2)	August 25, 2020
II-B-2	$	1,015,310.00	(2)	August 25, 2020
II-B-3	$	564,061.00	(2)	August 25, 2020
II-B-4	$	564,061.00	(2)	August 25, 2020
II-B-5	$	394,843.00	(2)	August 25, 2020
II-B-6	$	282,035.03	(2)	August 25, 2020
II-X-2		(4)	(3)	August 25, 2020
II-PO	$	347,260.46	0.00%	August 25, 2020
II-R-3	$	50.00	0.00%	August 25, 2020
II-P	$	100.00	0.00%	August 25, 2020

___________________

(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 in Loan Group II with the latest maturity date has been designated as the “latest possible maturity date” for each of the REMIC IV Regular Interests.

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

(3) For federal income tax purposes, REMIC IV Regular Interest II-X-2 will not have an Uncertificated REMIC IV Pass-Through Rate, but will be entitled to 100% of the amounts distributed on REMIC III Regular Interest X.

(4) For federal income tax purposes, REMIC IV Regular Interest II-X-2 will not have an Uncertificated Principal Balance, but will have an uncertificated notional amount equal to the Uncertificated Notional Amount of REMIC III Regular Interest X.

REMIC V

As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of the REMIC II Regular Interests and REMIC IV Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC V.” The Class II-R-3 Certificates will represent the sole class of Residual Interests in REMIC V for purposes of the REMIC Provisions.

The following table irrevocably sets forth the Class designation, Pass-Through Rate, 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 of the Regular Interests in REMIC V created hereunder and the Class II-R-1, Class II-R-2 and Class II-R-3 Certificates.

Class Designation

Initial Certificate
Principal Balance

Pass-Through Rate

Latest Possible Maturity Date ⁽¹⁾

Class I-A-1

124,351,000.00

Class I-A-1 Pass-Through Rate

August 25, 2035

Class I-A-2

20,000,000.00

Class I-A-2 Pass-Through Rate

August 25, 2035

Class I-A-3

75,000,000.00

Class I-A-3 Pass-Through Rate

August 25, 2035

Class I-A-4

68,799,000.00

Class I-A-4 Pass-Through Rate

August 25, 2035

Class I-A-5

⁽⁴⁾

Class I-A-5 Pass-Through Rate

August 25, 2035

Class I-M-1

25,342,000.00

Class I-M-1 Pass-Through Rate

August 25, 2035

Class I-M-2

20,274,000.00

Class I-M-2 Pass-Through Rate

August 25, 2035

Class I-M-3

9,010,000.00

Class I-M-3 Pass-Through Rate

August 25, 2035

Class I-B-1

8,260,000.00

Class I-B-1 Pass -Through Rate

August 25, 2035

Class I-B-2

6,195,000.00

Class I-B-2 Pass-Through Rate

August 25, 2035

Class I-B-3

5,068,000.00

Class I-B-3 Pass-Through Rate

August 25, 2035

Class I-B-4

11,263,000.00

Class I-B-4 Pass-Through Rate

August 25, 2035

Class I-C

1,878,019.02

⁽²⁾

N/A ⁽²⁾

August 25, 2035

Class I-P

100.00

⁽³⁾

N/A ⁽³⁾

August 25, 2035

Class II-A-1

57,710,426.00

Class II-A-1 Pass-Through Rate

August 25, 2020

Class II-A-2

24,733,039.00

Class II-A-2 Pass-Through Rate

August 25, 2020

Class II-A-3

22,914,426.00

Class II-A-3 Pass-Through Rate

August 25, 2020

Class II-A-4

⁽⁵⁾

Class II-A-4 Pass-Through Rate

August 25, 2020

Class II-X-1

⁽⁶⁾

Class II-X-1 Pass-Through Rate

August 25, 2020

Class II-X-2

⁽⁷⁾

Class II-X-2 Pass-Through Rate

August 25, 2020

Class II-PO

347,260.46

⁽³⁾

N/A ⁽³⁾

August 25, 2020

Class II-B-1

4,286,868.00

Class II-B Pass-Through Rate

August 25, 2020

Class II-B-2

1,015,310.00

Class II-B Pass-Through Rate

August 25, 2020

Class II-B-3

564,061.00

Class II-B Pass-Through Rate

August 25, 2020

Class II-B-4

564,061.00

Class II-B Pass-Through Rate

August 25, 2020

Class II-B-5

394,843.00

Class II-B Pass-Through Rate

August 25, 2020

Class II-B-6

282,035.03

Class II-B Pass-Through Rate

August 25, 2020

Class II-R-1

50.00

⁽³⁾

N/A ⁽³⁾

N/A

Class II-R-2

50.00

⁽³⁾

N/A ⁽³⁾

N/A

Class II-R-3		$	50.00	⁽³⁾	N/A ⁽³⁾		N/A
Class II-P		$	100.00	⁽³⁾	N/A ⁽³⁾		August 25, 2020

___________________

(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 in Loan Group I with the latest maturity date has been designated as the “latest possible maturity date” for each of the Group I Certificates that represents one or more Regular Interests in REMIC V, and the Distribution Date in the month following the maturity date for the Mortgage Loan in Loan Group II with the latest maturity date has been designated as the “latest possible maturity date” for each of the Group II Certificates that represents one or more of the Regular Interests in REMIC V.
(2)	The Class I-C Certificate will not accrue interest on its Certificate Principal Balance, but will be entitled to 100% of amounts distributed on REMIC II Regular Interest I-C.
(3)	The Class I-P, Class II-PO, Class II-P, Class II-R-1, Class II-R-2 and Class II-R-3 Certificates are not entitled to distributions in respect of interest.
(4)	The Class I-A-5 Certificates do not have an initial Certificate Principal Balance. The Class I-A-5 Certificates have an initial Notional Amount of $144,351,000.00, and for any subsequent Distribution Date, the Class I-A-5 Certificates will have a Notional Amount equal to the aggregate Certificate Principal Balance of the Class I-A-1 Certificates and Class I-A-2 Certificates as of such Distribution Date. For federal income tax purposes, the Class I-A-5 Certificates will have a Notional Amount equal to the aggregate Uncertificated Principal Balance of REMIC II Regular Interest I-A-1 and of REMIC II Regular Interest I-A-2.
(5)	The Class II-A-4 Certificates do not have an initial Certificate Principal Balance. The Class II-A-4 Certificates have an initial Notional Amount of $22,914,426.00, and for any subsequent Distribution Date, the Class II-A-4 Certificates will have a Notional Amount equal to the Certificate Principal Balance of the Class II-A-3 Certificates as of such Distribution Date. For federal income tax purposes, the Class II-A-4 Certificates will have a Notional Amount equal to the Uncertificated Principal Balance of REMIC IV Regular Interest II-A-3.
(6)	The Class II-X-1 Certificates do not have an initial Certificate Principal Balance. The Class II-X-1 Certificates have an initial Notional Amount of $22,914,426.00, and for any subsequent Distribution Date, the Class II-X-1 Certificates will have a Notional Amount equal to the aggregate Certificate Principal Balance of the Class II-A-3 Certificates as of such Distribution Date. For federal income tax purposes, the Class II-X-1 Certificates will have a Notional Amount equal to the Uncertificated Principal Balance of REMIC IV Regular Interest II-A-3.
(7)	The Class II-X-2 Certificates do not have an initial Certificate Principal Balance. The Class II-X-2 Certificates have an initial Notional Amount equal to $388,097.35 and for any subsequent Distribution Date, The Class II-X-2 Certificates will have a Notional Amount equal to the aggregate Stated Principal Balance of the Mortgage Loans in Subgroup II-2 that have Net Mortgage Rates greater than 8.060% per annum. For federal income tax purposes, the Class II-X-2 Certificates will have a Notional Amount equal to the Uncertificated Notional Amount of REMIC IV Regular Interest II-X-2.

The Trust Fund shall be named, and may be referred to as, the “Bear Stearns Asset Backed Securities I Trust 2005-AC5.” The Certificates issued hereunder may be referred to as “Asset-Backed Certificates Series 2005-AC5” (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 Net WAC Reserve Fund and any Protected Account.

Accrued Certificate Interest : With respect to any Group II Certificate (other than the Class II-PO, Class II-P and Class II-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 Balance of such Certificate immediately prior to such Distribution Date less (i) in the case of a Group II Senior Certificate (other than the Class II-PO Certificates and Class II-R Certificates), 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 Group II Subordinate Certificate, such Certificate’s share of any Net Interest Shortfalls and the interest portion of any Realized Losses on the related Mortgage Loans. Such Net Interest Shortfalls will be allocated among the Group II Certificates (other than the Class II-PO, Class II-P and Class II-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 II-A, Class II-X and Class II-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 Group II Certificates after the Distribution Date on which the outstanding Certificate Principal Balance of such Certificate has been reduced to zero. The Class II-PO, Class II-P and Class II-R Certificates are not entitled to Accrued Certificate Interest.

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 Group II 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; provided, that, except as described in the second succeeding sentence, no Class of Group II Subordinate Certificates (other than the Class of Group II Subordinate Certificates outstanding with the lowest numerical designation) shall be entitled on any Distribution Date to receive distributions pursuant to clauses (ii), (iii) and (v) 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 Group II 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 in Loan Group II 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 Group II 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 (ii), (iii) and (v) of the definitions of Subordinate Optimal Principal Amount, to the extent of such Class’s remaining Allocable Share, shall be distributed to the remaining Classes of Group II 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 Group II Subordinate Certificates on any Distribution Date, this may have the effect of accelerating the amortization of more senior Classes of Group II 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 Group I Subordinate Certificates and as to any Distribution Date, the Realized Losses with respect to the Mortgage Loans in Loan Group I 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 Wachovia Assignment Agreement, PHH Assignment Agreement, the HSBC Assignment Agreement, the Harbourside Assignment Agreement or the GMACM Assignment Agreement.

Avoided Payment : As defined in the Class II-A Policy.

Bankruptcy Code : Title 11 of the United States Code.

Bishop’s Gate : Bishop’s Gate Residential Mortgage Trust, and any successor thereto.

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.

Certificate Insurers : Financial Guaranty Insurance Company and Assured Guaranty Corp.

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 I-A-5, Class II-A-4, Class II-X-1, Class II-X-2 and Class I-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, in the case of Loan Group I, 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 I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates.

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

Class M Certificate : Any of the Class I-M-1, Class I-M-2 and Class I-M-3 Certificates.

Class P Certificate : Any of the Class I-P Certificates and Class II-P Certificates.

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

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

Class I-A Certificates: Any of the Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4 and Class I-A-5 Certificates.

Class I-A Net WAC Pass-Through Amount : Shall mean on any Distribution Date, the excess of (A) the amount of interest the Class I-A-1 Certificates and Class I-A-2 Certificates would have been entitled to receive if no Interest Rate Cap applied, over (B) the amount of interest the Class I-A-1 Certificates and Class I-A-2 Certificates would have been entitled to receive if reductions under the related Interest Rate Cap were allocated as provided in the definition thereof; provided, however, that if One-Month LIBOR plus the applicable margin for the Class I-A-1 Certificates and Class I-A-2 Certificates for such Distribution Date is equal to or greater than the rate of interest for the Class I-A-1 Certificates and Class I-A-2 Certificates determined as if the related Interest Rate Cap allocable to the Class I-A-1, Class I-A-2 and Class I-A-5 Certificates were allocated to the Class I-A-1 Certificates and Class I-A-2 Certificates, the amount determined under clause (A) would be determined as if the Interest Rate Cap allocable to the Class I-A-1, Class I-A-2 and Class I-A-5 Certificates were allocated to the Class I-A-1 Certificates and Class I-A-2 Certificates.

Class I-A-1 Certificate : Any Certificate designated as a “Class I-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 I-A-1 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC V, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class I-A Net WAC Pass-Through Amount.

Class I-A-1 Pass-Through Rate : Shall mean (i) on any Distribution Date which occurs on or prior to the Group I Optional Termination Date, One-Month LIBOR plus 0.500% per annum, with a maximum rate of 5.500% per annum and a minimum rate of 0.500% per annum and (ii) for each Distribution Date thereafter, One-Month LIBOR plus 1.00% per annum, with a maximum rate of 6.00% per annum and a minimum rate of 1.00% per annum, in each case subject to a cap equal to the related Interest Rate Cap for such Distribution Date.

Class I-A-2 Certificate : Any Certificate designated as a “Class I-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 I-A-2 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC V, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class I-A Net WAC Pass-Through Amount.

Class I-A-2 Pass-Through Rate : Shall mean (i) on any Distribution Date which occurs on or prior to the Group I Optional Termination Date, One-Month LIBOR plus 0.500% per annum, with a maximum rate of 5.500% per annum and a minimum rate of 0.500% per annum and (ii) for each Distribution Date thereafter, One-Month LIBOR plus 1.00% per annum, with a maximum rate of 6.00% per annum and a minimum rate of 1.00% per annum, in each case subject to a cap equal to the related Interest Rate Cap for such Distribution Date.

Class I-A-3 Certificate : Any Certificate designated as a “Class I-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 I-A-3 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC V and (ii) the right to receive the Net WAC Rate Carryover Amount.

Class I-A-3 Deficiency Amount : With respect to any Distribution Date and the Class I-A-3 Certificates, an amount, if any, equal to the sum of (i) the excess of (x) the Monthly Interest Distributable Amount for the Class I-A-3 Certificates on such Distribution Date plus the interest portion of any Realized Losses on the Mortgage Loans in Loan Group I on such Distribution Date which are allocated to reduce the Monthly Interest Distributable Amount for the Class I-A-3 Certificates on such Distribution Date in accordance with this Agreement over (y) the Interest Funds from the Mortgage Loans in Loan Group I on such Distribution Date allocated to pay the Monthly Interest Distributable Amount on the Class I-A-3 Certificates on such Distribution Date as provided in Section 6.04 of this Agreement; and (ii) the Certificate Principal Balance of the Class I-A-3 Certificates to the extent unpaid on the Last Scheduled Distribution Date or earlier termination of the Group I Sub-Trust pursuant to the terms of this Agreement, in each case after giving effect to distributions made on such date from sources other than the Class I-A-3 Policy.

Class I-A-3 Insurance Agreement : The Insurance and Indemnity Agreement dated as of July 29, 2005 among the Class I-A-3 Insurer, the Seller, the Depositor and the Trustee.

Class I-A-3 Insured Amounts : With respect to the Class I-A-3 Certificates (1) any Class I-A-3 Deficiency Amount and (2) any Class I-A-3 Preference Amount.

Class I-A-3 Insurer : Financial Guaranty Insurance Company, a stock insurance corporation organized and created under the laws of the State of New York, or any successor thereto.

Class I-A-3 Insurer Contact Person : The officer designated by the Master Servicer to provide information to the Class I-A-3 Insurer pursuant to Section 6.10(i).

Class I-A-3 Insurer Default : As defined in Section 6.10(l).

Class I-A-3 Insurer Premium Amount : With respect to the Class I-A-3 Policy and each Distribution Date, an amount equal to the product of the Class I-A-3 Insurer Premium Rate and

the Certificate Principal Balance of the Class I-A-3 Certificates immediately prior to such Distribution Date.

Class I-A-3 Insurer Premium Rate : A percentage equal to one-twelfth (1/12) of the “premium percentage” set forth in the Class I-A-3 Insurance Agreement.

Class I-A-3 Notice of Nonpayment : Written notice in the form of Exhibit A to the Class I-A-3 Policy.

Class I-A-3 Pass-Through Rate : With regard to any Distribution Date, a fixed rate equal to 5.42% per annum subject to a cap equal to the related Interest Rate Cap for such Distribution Date.

Class I-A-3 Preference Amount : The portion or all of any amount that is insured under the Class I-A-3 Policy that was previously distributed to a Class I-A-3 Certificateholder and is recoverable and recovered from such Class I-A-3 Certificateholder as a voidable preference by a trustee in bankruptcy pursuant to the U.S. Bankruptcy Code, pursuant to a final non-appealable order of a court exercising proper jurisdiction in an insolvency proceeding.

Class I-A-3 Policy : The surety bond, policy number 05030067, including any endorsements thereto, issued by the Class I-A-3 Insurer with respect to the Class I-A-3 Certificates, in the form attached hereto as Exhibit L-1.

Class I-A-3 Policy Payments Account : The separate Eligible Account created and maintained by the Trustee pursuant to Section 6.10(c) in the name of the Trustee for the benefit of the Class I-A-3 Certificateholders and designated “U.S. Bank National Association, in trust for registered holders of Bear Stearns Asset Backed Securities I Trust 2005-AC5, Asset-Backed Certificates, Series 2005-AC5, Class I-A-3.” Funds in the Class I-A-3 Policy Payments Account shall be held in trust for the Class I-A-3 Certificateholders for the uses and purposes set forth in this Agreement.

Class I-A-3 Reimbursement Amount : The sum of (a) the aggregate unreimbursed amount of any payments made by the Class I-A-3 Insurer under the Class I-A-3 Policy, together with interest on such amount from the date of payment by the Class I-A-3 Insurer until paid in full at the Late Payment Rate (as defined in the Class I-A-3 Insurance Agreement) and (b) any other amounts owed to the Class I-A-3 Insurer under the Class I-A-3 Insurance Agreement or pursuant to Section 6.10.

Class I-A-4 Certificate : Any Certificate designated as a “Class I-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 I-A-4 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC V and (ii) the right to receive the Net WAC Rate Carryover Amount.

Class I-A-4 Pass-Through Rate : With regard to any Distribution Date, a fixed rate equal to 5.50% per annum subject to a cap equal to the related Interest Rate Cap for such Distribution Date.

Class I-A-5 Certificate : Any Certificate designated as a “Class I-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 I-A-5 Certificates as set forth herein and evidencing (i) a

Regular Interest in REMIC V, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the right to receive the Class I-A Net WAC Pass-Through Amount.

Class I-A-5 Pass-Through Rate : Shall mean on any Distribution Date, 5.00% per annum minus LIBOR, with a maximum rate of 5.00% per annum and a minimum rate of 0.00% per annum, subject to a cap equal to the related Interest Rate Cap for such Distribution Date.

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

Class I-B-1 Certificate : Any Certificate designated as a “Class I-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 I-B-1 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC V and (ii) the right to receive the Net WAC Rate Carryover Amount.

Class I-B-1 Pass-Through Rate : Shall mean (i) on any Distribution Date which occurs on or prior to the Group I Optional Termination Date, One-Month LIBOR plus 1.300% per annum and (ii) for each Distribution Date thereafter, One-Month LIBOR plus 1.950% per annum, in each case subject to a cap equal to the related Interest Rate Cap for such Distribution Date.

Class I-B-2 Certificate : Any Certificate designated as a “Class I-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 I-B-2 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC V and (ii) the right to receive the Net WAC Rate Carryover Amount.

Class I-B-2 Pass-Through Rate : Shall mean (i) on any Distribution Date which occurs on or prior to the Group I Optional Termination Date, One-Month LIBOR plus 1.400% per annum and (ii) for each Distribution Date thereafter, One-Month LIBOR plus 2.100% per annum, in each case subject to a cap equal to the related Interest Rate Cap for such Distribution Date.

Class I-B-3 Certificate : Any Certificate designated as a “Class I-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 I-B-3 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC V and (ii) the right to receive the Net WAC Rate Carryover Amount.

Class I-B-3 Pass-Through Rate : Shall mean (i) on any Distribution Date which occurs on or prior to the Group I Optional Termination Date, One-Month LIBOR plus 1.900% per annum and (ii) for each Distribution Date thereafter, One-Month LIBOR plus 2.850% per annum, in each case subject to a cap equal to the related Interest Rate Cap for such Distribution Date.

Class I-B-4 Certificate : Any Certificate designated as a “Class I-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 I-B-4 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC V and (ii) the right to receive the Net WAC Rate Carryover Amount.

Class I-B-4 Pass-Through Rate : Shall mean (i) on any Distribution Date which occurs on or prior to the Group I Optional Termination Date, the lesser of (a) 9.00% per annum and (b) One-Month LIBOR plus 3.000% per annum and (ii) for each Distribution Date thereafter, the lesser of (a) 9.00% per annum and (b) One-Month LIBOR plus 4.500% per annum, in each case subject to a cap equal to the related Interest Rate Cap for such Distribution Date.

Class I-C Certificate : Any Certificate designated as a “Class I-C Certificate” on the face thereof, in the form of Exhibit A-4 hereto, representing the right to its Percentage Interest of distributions provided for the Class I-C Certificates herein and evidencing (i) a Regular Interest in REMIC V and (ii) the obligation to pay the Net WAC Rate Carryover Amount.

Class I-C Distribution Amount : With respect to any Distribution Date, the sum of (i) the related Monthly Interest Distributable Amount for the Class I-C Certificates for such Distribution Date, (ii) any Group I Overcollateralization Release Amount for such Distribution Date and (iii) without duplication, any Subsequent Recoveries for Loan Group I not distributed to the Group I Offered Certificates on such Distribution Date; provided, however, that on and after the Distribution Date on which the Certificate Principal Balance of the Group I Offered Certificates has been reduced to zero, the Class I-C Distribution Amount shall include the Group I Overcollateralized Amount.

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

Class I-M-1 Certificate : Any Certificate designated as a “Class I-M-1 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to the Percentage Interest of distributions provided for the Class I-M-1 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC V and (ii) the right to receive the Net WAC Rate Carryover Amount.

Class I-M-1 Pass-Through Rate : Shall mean (i) on any Distribution Date which occurs on or prior to the Group I Optional Termination Date, One-Month LIBOR plus 0.500% per annum and (ii) for each Distribution Date thereafter, One-Month LIBOR plus 0.750% per annum, in each case subject to a cap equal to the related Interest Rate Cap for such Distribution Date.

Class I-M-2 Certificate : Any Certificate designated as a “Class I-M-2 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to the Percentage Interest of distributions provided for the Class I-M-2 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC V and (ii) the right to receive the Net WAC Rate Carryover Amount.

Class I-M-2 Pass-Through Rate : Shall mean (i) on any Distribution Date which occurs on or prior to the Group I Optional Termination Date, One-Month LIBOR plus 0.680% per annum and (ii) for each Distribution Date thereafter, One-Month LIBOR plus 1.020% per annum, in each case subject to a cap equal to the related Interest Rate Cap for such Distribution Date.

Class I-M-3 Certificate : Any Certificate designated as a “Class I-M-3 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to the Percentage Interest of distributions provided for the Class I-M-3 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC V and (ii) the right to receive the Net WAC Rate Carryover Amount.

Class I-M-3 Pass-Through Rate : Shall mean (i) on any Distribution Date which occurs on or prior to the Group I Optional Termination Date, the lesser of (a) 9.00% per annum and (b) One-Month LIBOR plus 0.730% per annum and (ii) for each Distribution Date thereafter, the lesser of (a) 9.00% per annum and (b) One-Month LIBOR plus 1.095% per annum, in each case subject to a cap equal to the related Interest Rate Cap for such Distribution Date.

Class I-P Certificate : Any Certificate designated as a “Class I-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 I-P Certificates as set forth herein and evidencing a Regular Interest in REMIC V.

Class I-R Certificates : Any of the Class I-R-1 Certificates or Class I-R-2 Certificates.

Class I-R-1 Certificate : Any Certificate designated as a “Class I-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 I-R-1 Certificates as set forth herein.

Class I-R-2 Certificate : Any Certificate designated a “Class I-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 I-R-2 Certificates as set forth herein.

Class II-A Certificate : Any of the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates.

Class II-A Insurance Agreement : The Insurance and Indemnity Agreement dated as of July 29, 2005 among the Class II-A Insurer, the Seller, the Depositor and the Trustee.

Class II-A Insurer : Assured Guaranty Corp., a Maryland domiciled insurance company, or any successor thereto.

Class II-A Insurer Default : As defined in Section 6.11.

Class II-A Insurer Premium Amount : With respect to the Class II-A Policy and each Distribution Date, an amount equal to the product of the Certificate Insurer Premium Rate and the Certificate Principal Balance of the Class II-A-1 Certificates and Class II-A-2 Certificates immediately prior to such Distribution Date.

Class II-A Insurer Premium Rate : A percentage equal to one-twelfth (1/12) of the “premium percentage” set forth in the Premium Letter.

Class II-A Policy : The irrevocable financial guaranty insurance policy, No. D-2005-54, including any endorsements thereto, issued by the Certificate Insurer with respect to the Class II-A-1 Certificates and Class II-A-2 Certificates, in the form attached hereto as Exhibit M-2.

Class II-A Policy Payments Account : The separate Eligible Account created and maintained by the Securities Administrator pursuant to Section 6.11 in the name of the Trustee for the benefit of the Class II-A Certificateholders and designated “U. S. Bank National

Association, in trust for registered holders of Bear Stearns Asset Backed Securities I Trust 2005-AC5, Asset-Backed Certificates, Series 2005-AC5, Class II-A.” Funds in the Class II-A Policy Payments Account shall be held in trust for the Class II-A Certificateholders for the uses and purposes set forth in this Agreement.

Class II-A Reimbursement Amount : Shall be the sum of (a) the aggregate unreimbursed amount of any payments made by the Class II-A Insurer under the Class II-A Policy, together with interest on such amount from the date of payment by the Class II-A Insurer until paid in full at the Accrual Rate (as defined in the Class II-A Insurance Agreement) and (b) any other amounts owed to the Class II-A Insurer under the Class II-A Insurance Agreement or pursuant to Section 6.11.

Class II-A-1 Certificate : Any Certificate designated as a “Class II-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 II-A-1 Certificates as set forth herein and evidencing a Regular Interest in REMIC V.

Class II-A-1 Pass-Through Rate : Shall mean on any Distribution Date, One-Month LIBOR plus 0.250% per annum, with a maximum rate of 7.500% per annum and a minimum rate of 0.250% per annum.

Class II-A-2 Certificate : Any Certificate designated as a “Class II-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 II-A-2 Certificates as set forth herein and evidencing a Regular Interest in REMIC V.

Class II-A-2 Pass-Through Rate : Shall mean on any Distribution Date, 16.91666667% per annum minus the product of LIBOR and 2.33333, with a maximum rate of 16.91666667% per annum and a minimum rate of 0.00% per annum.

Class II-A-3 Certificate : Any Certificate designated as a “Class II-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 II-A-3 Certificates as set forth herein and evidencing a Regular Interest in REMIC V.

Class II-A-3 Pass-Through Rate : Shall mean on any Distribution Date, One-Month LIBOR plus 0.25% per annum, with a maximum rate of 8.00% per annum and a minimum rate of 0.25% per annum.

Class II-A-4 Certificate : Any Certificate designated as a “Class II-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 II-A-4 Certificates as set forth herein and evidencing a Regular Interest in REMIC V.

Class II-A-4 Pass-Through Rate : Shall mean on any Distribution Date, 7.75% per annum minus One-Month LIBOR with a maximum rate of 7.75% per annum and a minimum rate of 0.00% per annum.

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

Class II-B Pass-Through Rate : For any Distribution Date, a variable Pass-Through Rate equal to the weighted average of 5.315% and 8.060% per annum, weighted in proportion to the results of subtracting from the aggregate Stated Principal Balance of the Mortgage Loans in Subgroup II-1 and Subgroup II-2 (other than any principal balance attributable to the Class II-PO Certificates), the Certificate Principal Balance of the related Class or Classes of Senior Certificates (other than the Class II-PO Certificates and the Class II-R Certificates); provided that, for federal income tax purposes, the equivalent of the foregoing expressed as the weighted average of the Uncertificated REMIC IV Pass-Through Rates of REMIC IV Regular Interest II-B-1, REMIC IV Regular Interest II-B-2, REMIC IV Regular Interest II-B-3, REMIC IV Regular Interest II-B-4, REMIC IV Regular Interest II-B-5, REMIC IV Regular Interest II-B-6, weighted on the basis of their respective Uncertificated Principal Balances.

Class II-B-1 Certificate : Any Certificate designated as a “Class II-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 II-B-1 Certificates as set forth herein and evidencing a Regular Interest in REMIC V.

Class II-B-2 Certificate : Any Certificate designated as a “Class II-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 II-B-2 Certificates as set forth herein and evidencing a Regular Interest in REMIC V.

Class II-B-3 Certificate : Any Certificate designated as a “Class II-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 II-B-3 Certificates as set forth herein and evidencing a Regular Interest in REMIC V.

Class II-B-4 Certificate : Any Certificate designated as a “Class II-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 II-B-4 Certificates as set forth herein and evidencing a Regular Interest in REMIC V.

Class II-B-5 Certificate : Any Certificate designated as a “Class II-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 II-B-5 Certificates as set forth herein and evidencing a Regular Interest in REMIC V.

Class II-B-6 Certificate : Any Certificate designated as a “Class II-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 II-B-6 Certificates as set forth herein and evidencing a Regular Interest in REMIC V.

Class II-P Certificate : Any Certificate designated as a “Class II-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 II-P Certificates as set forth herein and evidencing a Regular Interest in REMIC V.

Class II-PO Certificate : Any Certificate designated as a “Class II-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 II-PO Certificates as set forth herein and evidencing a Regular Interest in REMIC V.

Class II-PO Certificate Cash Shortfall : For any Distribution Date, the difference between (i) principal distributable to the Class II-PO Certificates in accordance with priority fifth under Section 6.04(b), and (ii) principal actually distributed to the Class II-PO Certificates after giving effect to Section 6.04(d).

Class II-PO Certificate Deferred Amount : As to each Distribution Date through the Cross-Over Date, the aggregate of all amounts allocable on such dates to the Class II-PO Certificates in respect of the principal portion of Realized Losses in respect of Discount Mortgage Loans in Subgroup II-1 and the Class II-PO Certificate Cash Shortfall and all amounts previously allocated in respect of such losses and such shortfalls to the Class II-PO Certificates, and not distributed on prior Distribution Dates.

Class II-PO Certificate Principal Distribution Amount : The Class II-PO Certificates shall be entitled to distributions from Subgroup II-1. For each Class of Class II-PO Certificates with respect to each Distribution Date will be an amount equal to the sum of:

(i) the PO Percentage of all scheduled payments of principal due on each Discount Mortgage Loan in Subgroup II-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 II-1 which was the subject of a prepayment in full received by the Master Servicer during the applicable Prepayment Period;

(iii) the PO Percentage of all partial prepayments of principal of each Discount Mortgage Loan in the Subgroup II-1 received during the applicable Prepayment Period;

(iv) the lesser of (a) the PO Percentage of the sum of (A) all Net Liquidation Proceeds and Subsequent Recoveries allocable to principal on each Discount Mortgage Loan in Subgroup II-1 which became a Liquidated Mortgage Loan during the related Prepayment Period (other than a Discount Mortgage Loan described in clause (B)) and (B) the Stated Principal Balance of each such Discount Mortgage Loan in Subgroup II-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 II-1 which became a Liquidated Mortgage Loan during the related Prepayment Period (other than a Discount Mortgage Loan described in clause (B)) and

(B) the Stated Principal Balance of each such Discount Mortgage Loan in Subgroup II-1 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 II-1 which was repurchased by the Seller in connection with such Distribution Date and (b) the difference, if any, between the Stated Principal Balance of a Discount Mortgage Loan in Subgroup II-1 that has been replaced by the Seller with a substitute Discount Mortgage Loan pursuant to the Agreement in connection with such Distribution Date and the Stated Principal Balance of such substitute Discount Mortgage Loan.

Class II-R Certificates : The Class II-R-1, Class II-R-2 and Class II-R-3 Certificates.

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

Class II-R-1 Certificate : Any Certificate designated a “Class II-R-1 Certificate” on the face thereof, in substantially 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 II-R-1 Certificates as set forth herein.

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

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

Class II-X Certificate : Any of the Class II-X-1 Certificates and Class II-X-2 Certificates.

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

Class II-X-1 Pass-Through Rate : With regards to any Distribution Date, a fixed rate equal to 0.06% per annum.

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

Class II-X-2 Pass-Through Rate : With respect to the Class II-X-2 Certificates, the weighted average of the excess of (a) the Net Mortgage Rate on each Mortgage Loan in

Subgroup II-2 with a Net Mortgage Rate greater than 8.060% per annum, over (b) 8.060% per annum. For federal income tax purposes, the Class II-X-2 Certificates will not have a Pass-Through Rate, but will be entitled to receive 100% of the interest payable with respect to REMIC IV Regular Interest II-X-2.

Closing Date : July 29, 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.

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-AC5, or at such other address as the Trustee may designate from time to time.

Corresponding Certificate : With respect to each REMIC II Regular Interest or each REMIC IV Regular Interest (other than REMIC IV Regular Interest II-R-3), as applicable, the Certificate with the corresponding designation.

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

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

Custodial Agreement : An agreement, dated as of July 29, 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 July 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 II-1, any Mortgage Loan in such subgroup with a Net Mortgage Rate less than 5.315% 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-AC5” 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 August 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 II-B-4, Class II-B-5, Class II-B-6, Class I-C, Class P and Residual 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.

Excess Spread : With respect to any Distribution Date and Loan Group I, the excess, if any, of (i) the Interest Funds for such Loan Group for such Distribution Date, over (ii) the sum of (a) the Class I-A-3 Insurer Premium Amount payable to the Class I-A-3 Insurer for such Distribution Date and (b) the related Monthly Interest Distributable Amounts payable to the Group I Offered Certificates and the Class I-B-4 Certificates on such Distribution Date.

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 or the Class I-C Certificateholder 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).

GMACM : GMAC Mortgage Corporation, and any successor thereto.

GMACM Assignment Agreement : The Assignment, Assumption and Recognition Agreement, dated as of July 29, 2005, by and among the Seller, GMACM and the Trustee evidencing the assignment of the GMACM Servicing Agreement to the Trust.

GMACM Loans : Those Mortgage Loans subject to this Agreement which were purchased by the Seller from GMACM pursuant to the GMACM Servicing Agreement.

GMACM Servicing Agreement : Shall mean the Servicing Agreement, dated as of May 1, 2001, as amended by Amendment No. 1, dated as of October 1, 2001 and Amendment No. 2, dated as of July 31, 2002, by and among the Seller and GMACM, as modified by the GMACM Assignment Agreement.

Group I 20% Clean-up Call Date : With respect to Loan Group I, the first Distribution Date upon which the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group I as of the end of the related Due Period is less than or equal to 20% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans in Loan Group I.

Group I Available Funds : The sum of Interest Funds and Principal Funds with respect to the Mortgage Loans in Loan Group I.

Group I Basic Principal Distribution Amount : Shall mean, with respect to any Distribution Date and Group I Certificates, the lesser of (a) the excess of (i) the Group I Available Funds for such Distribution Date over (ii) the aggregate Monthly Interest Distributable Amount for the Group I Offered Certificates and the Class I-B-4 Certificates for such Distribution Date and (b) the excess of (i) the related Principal Remittance Amount for such Distribution Date over (ii) the Group I Overcollateralization Release Amount, if any, for such Distribution Date.

Group I Certificates : Any of the Class I-A, Class I-M, Class I-B, Class I-C, Class I-P and Class I-R Certificates.

Group I Extra Principal Distribution Amount : With respect to any Distribution Date and the Mortgage Loans in Loan Group I (a) on or prior to the earlier of (1) the Group I 20% Clean-Up Call Date and (2) the Distribution Date in July 2015, the lesser of (x) the Excess Spread for Loan Group I for such Distribution Date and (y) the Group I Overcollateralization Increase Amount for such Distribution Date; and (b) thereafter, the Excess Spread for Loan Group I for such Distribution Date; provided that the Excess Spread described in clause (b) will be used first to pay any Group I Overcollateralization Increase Amount, any Net Interest

Shortfalls and any Net WAC Rate Carryover Amounts on such Distribution Date, and the remainder will be applied as part of the Group I Extra Principal Distribution Amount.

Group I Non-Offered Certificate : Any of the Class I-B-4, Class I-R-1, Class I-R-2, Class I-P and Class I-C Certificates.

Group I Offered Certificate : Any of the Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-M-1, Class I-M-2, Class I-M-3, Class I-B-1, Class I-B-2 and Class I-B-3 Certificates.

Group I Optional Termination : The termination of the Group I Sub-Trust created hereunder as a result of the purchase of all of the assets related to Loan Group I and any related REO Property pursuant to the last sentence of Section 11.01 hereof.

Group I Optional Termination Date : The first Distribution Date on which the Group I Sub-Trust may be terminated at the option of the Majority Class I-C Certificateholder as described under Section 11.01.

Group I Overcollateralized Amount : With respect to any Distribution Date, is the excess, if any, of (a) the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group I as of the last day of the related Due Period (after giving effect to Scheduled Payments of principal due during the related Due Period to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, including any reduction due to Realized Losses)over (b) the aggregate Certificate Principal Balance of the Group I Offered Certificates and Class I-B-4 Certificates on such Distribution Date (after taking into account the payment of principal other than any Group I Extra Principal Distribution Amount on such Certificates).

Group I Overcollateralization Increase Amount : As of any Distribution Date, the lesser of (a) the excess, if any, of (i) the Group I Overcollateralization Target Amount over (ii) the Group I Overcollateralized Amount on such Distribution Date (after taking into account payments to the Group I Offered Certificates of the Group I Basic Principal Distribution Amount on such Distribution Date) and (b) the Excess Spread for Loan Group I for such Distribution Date.

Group I Overcollateralization Release Amount : With respect to any Distribution Date, the lesser of (x) the related Principal Remittance Amount for such Distribution Date and (y) the excess, if any, of (i) the Group I Overcollateralized Amount for such Distribution Date (assuming that 100% of the related Principal Remittance Amount is applied as a principal payment on such Distribution Date) over (ii) the Group I Overcollateralization Target Amount for such Distribution Date (with the amount pursuant to clause (y) deemed to be $0 if the Group I Overcollateralized Amount is less than or equal to the Group I Overcollateralization Target Amount on that Distribution Date).

Group I Overcollateralization Target Amount : With respect to any Distribution Date, $1,878,019.02.

Group I Senior Certificates : The Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4 and Class I-A-5 Certificates.

Group I Subordinate Certificates : Any of the Class I-M-1, Class I-M-2, Class I-M-3, Class I-B-1, Class I-B-2, Class I-B-3 and Class I-B-4 Certificates.

Group I Sub-Trust : The portion of the Trust Fund allocated to Loan Group I.

Group II Available Funds : The sum of Interest Funds and Principal Funds with respect to the Mortgage Loans in Loan Group II, and with respect to the first Distribution Date, the Class II-R Deposit which shall be allocable to Subgroup II-1.

Group II Certificates : Any of the Class II-A, Class II-X-1, Class II-X-2, Class II-PO, Class II-B, Class II-P or Class II-R Certificates.

Group II Non-Offered Certificate : Any of the Class II-B-4, Class II-B-5, Class II-B-6 and Class II-P Certificates.

Group II Offered Certificates : Any of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-PO, Class II-X-1, Class II-X-2, Class II-R-1, Class II-R-2, Class II-R-3, Class II-B-1, Class II-B-2 and Class II-B-3 Certificates.

Group II Optional Termination : The termination of the Group II Sub-Trust created hereunder as a result of the purchase of all Loan Group II and any related REO Property pursuant to the last sentence of Section 11.01 hereof.

Group II Optional Termination Date : With respect to Loan Group II, the first Distribution Date upon which the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group II as of the end of the related Due Period is less than or equal to 10% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans in Loan Group II.

Group II Senior Certificates : The Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-X-1, Class II-X-2, Class II-PO and Class II-R Certificates.

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

Group II Sub-Trust : The portion of the Trust Fund allocated to Loan Group II.

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

Harbourside Assignment Agreement : The Assignment, Assumption and Recognition Agreement, dated as of July 29, 2005, by and among the Seller, Harbourside and the Trustee evidencing the assignment of the Harbourside Servicing Agreement to the Trust.

Harbourside Loans : Those Mortgage Loans subject to this Agreement which were purchased by the Seller from Harbourside pursuant to the Harbourside Servicing Agreement.

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 July 29, 2005, by and among the Seller, HSBC and the Trustee evidencing the assignment of the HSBC Servicing Agreement to the Trust.

HSBC Loans : Those Mortgage Loans subject to this Agreement which were purchased by the Seller from HSBC pursuant to the HSBC Servicing Agreement.

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.

Insurance Agreement : The Class I-A-3 Insurance Agreement and Class II-A Insurance Agreement.

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 : For any Distribution Date and the Class I-A-3, Class I-A-4, Class II-X and Class II-B Certificates, the calendar month immediately preceding the calendar month in which such Distribution Date occurs. For any Distribution Date and the Class I-A-1, Class I-A-2, Class I-A-5, Class II-A, Class I-M and Class I-B Certificates, the period from and including the 25 ^th day of the calendar month preceding the month in which such Distribution Date occurs (or, with respect to the first Interest Accrual Period for the Class I-M Certificates and Class I-B Certificates, the Closing Date) to and including the 24 ^th day of the calendar month in which such

Distribution Date occurs. The Class R, Class P and Class II-PO Certificates are not entitled to distributions of interest and do not have an Interest Accrual 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 and each Loan Group, (i) the sum, without duplication, of (a) all scheduled interest during the related Due Period with respect to the related Mortgage Loans less the Servicing Fee and the LPMI Fee, if any, (b) all Advances relating to interest with respect to the related Mortgage Loans made on or prior to the related Distribution Account Deposit Date, (c) all Compensating Interest with respect to the related 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 related 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 in the related Loan Group repurchased by the Seller pursuant to Sections 2.02 and 2.03 and by EMC pursuant to Section 4.20 and (f) all amounts in respect of interest in respect of the related Loan Group paid by the Master Servicer pursuant to Section 11.01, in each case 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 minus (ii) all amounts relating to interest in respect of the related Loan Group 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 I-A-5, Class II-A-4, Class II-X-1 and Class II-X-2 Certificates.

Interest Rate Cap : With respect to the Class I-A-1, Class I-A-2 and Class I-A-5 Certificates, an amount calculated based on an assumed certificate with a principal balance equal to the aggregate Certificate Principal Balance of the Class I-A-1 Certificates and Class I-A-2 Certificates and a fixed Pass-Through Rate of 5.50% per annum and a rate increase of 0.50% per annum after the related optional termination date. If the weighted average of the Net Mortgage Rates on the Mortgage Loans in Loan Group I is less than 5.50% per annum (or, after the related optional termination date, 6.00% per annum), the amount of the shortfall which would occur with respect to the assumed certificate will be allocated among the Class I-A-1, Class I-A-2 and Class I-A-5 Certificates in proportion to their current entitlements to interest calculated without regard to this cap. Accordingly, in such event the Interest Rate Cap for the Class I-A-1 Certificates and Class I-A-2 Certificates would be equal to the Class I-A-1 Pass-Through Rate and the Class I-A-2 Pass-Through Rate, respectively, (determined without regard to the Interest Rate Cap) less the amount allocable to the Class I-A-1 Certificates and Class I-A-2 Certificates pursuant to the preceding sentence, and the Interest Rate Cap for the Class I-A-5 Certificates would be equal to the Class I-A-5 Pass-Through Rate (determined without regard to the Interest Rate Cap) less the amount allocable to the Class I-A-5 Certificates pursuant to the preceding sentence.

With respect to the Class I-A-3 Certificates, the weighted average of the Net Mortgage Rates of all of the Mortgage Loans in Loan Group I minus the Class I-A-3 Insurer Premium Rate payable to the Class I-A-3 Insurer for providing the Class I-A-3 Policy with respect to the Class

I-A-3 Certificates. With respect to the Class I-A-4 Certificates, the weighted average of the Net Mortgage Rates of all of the Mortgage Loans in Loan Group I.

With respect to the Class I-M Certificates and Class I-B Certificates, the weighted average of the Net Mortgage Rates of all of the Mortgage Loans in Loan Group I, in each case, adjusted for the actual number of days elapsed in the related Interest Accrual Period.

For federal income tax purposes, the Interest Rate Cap shall equal (i) with respect to each of the Class I-M Certificates and Class I-B Certificates, a rate equivalent to the foregoing for each such Certificate, expressed as the weighted average of the Uncertificated REMIC I Pass-Through Rates on the REMIC I Regular Interests (other than REMIC I Regular Interest I-P), and (ii) with respect to each of the Class I-A Certificates, a rate equivalent to the foregoing for each such Certificate, calculated using the weighted average of the Uncertificated REMIC I Pass-Through Rates on the REMIC I Regular Interests (other than REMIC I Regular Interest I-P) in place of the weighted average of the Net Mortgage Rates of the Mortgage Loans in Loan Group I.

Interest Shortfall : With respect to any Distribution Date, the aggregate shortfall, if any, in collections of interest (adjusted to the related Net Mortgage Rates) on the related Mortgage Loans resulting from (a) Principal Prepayments with respect to the related Loan Group in full received during the related Prepayment Period, (b) the partial Principal Prepayments with respect to the related Loan Group 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 the related Loan Group being limited pursuant to the provisions of the Relief Act or similar state laws.

Last Scheduled Distribution Date : With respect to the Group I Offered Certificates, August 25, 2035, and with respect to the Group II Offered Certificates, August 25, 2020.

Latest Possible Maturity Date : With respect to the Group I Offered Certificates, the Distribution Date following the final scheduled maturity date of the Mortgage Loan in the portion of the Trust Fund consisting of Loan Group I having the latest scheduled maturity date as of the Cut-off Date, and with respect to the Group II Certificates, the Distribution Date following the final scheduled maturity date of the Mortgage Loan in the portion of the Trust Fund consisting of Loan Group II 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, REMIC III, REMIC IV and REMIC V shall be the Latest Possible Maturity Date applicable to the Certificates for the related portion of the Trust Fund.

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 I-A-1, Class I-A-2, Class I-A-5, Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-X-2, Class I-M and Class I-B 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 Group : Any of Loan Group I or Loan Group II.

Loan Group I : The Mortgage Loans included as part of Loan Group I on the Mortgage Loan Schedule.

Loan Group II : The Mortgage Loans included as part of Loan Group II on the Mortgage Loan Schedule.

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.

Majority Class I-C Certificateholder : Shall mean the Holder of a 50.01% or greater Percentage Interest in the Class I-C Certificates.

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-AC5 - Master Servicer Collection Account”.

Master Servicing Compensation : The meaning specified in Section 4.14.

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 Interest Distributable Amount : With respect to the Group I Certificates (other than the Class I-P Certificates and Class I-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 such Certificate’s share of any Net Interest Shortfalls. The interest portion of Realized Losses for the Mortgage Loans in Loan Group I shall be allocated in the following order; first, to the Class I-B-4 Certificates, second, to the Class I-B-3 Certificates, third, to the Class I-B-2 Certificates, fourth, to the Class I-B-1 Certificates, fifth to the Class I-M-3 Certificates, sixth to the Class I-M-2 Certificates, and seventh, to the Class I-M-1 Certificates. The Monthly Interest Distributable Amount with respect to the Class I-A Certificates and Class I-C Certificates is calculated on the basis of a 360-day year consisting of twelve 30-day months. The Monthly Interest Distributable Amount with respect to the Class I-M Certificates and Class I-B Certificates is calculated on the basis of a 360-day year and the actual number of days elapsed during the related Interest Accrual Period. No Monthly Interest Distributable Amount shall 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.

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 July 29, 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, setting forth the following information with respect to each Mortgage Loan:

(i)	the loan number;
(ii)	the Loan Group;
(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 in each Loan Group.

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.

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 Monthly Excess Cashflow : With respect to any Distribution Date and Loan Group I, the sum of (a) any Group I Overcollateralization Release Amount for such Distribution Date and (b) the Remaining Excess Spread for Loan Group I for such Distribution Date.

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.

Net WAC Rate Carryover Amount : With respect to each Class of Group I Offered Certificates and Class I-B-4 Certificates and any Distribution Date, an amount equal to the sum of (i) the excess, if any, of (x) the amount of interest such Class would have been entitled to receive on such Distribution Date if the Pass-Through Rate applicable to such Class would not have been reduced by the related Interest Rate Cap on such Distribution Date (not to exceed 5.50% per annum, in the case of the Class I-A-1 Certificates and Class I-A-2 Certificates, not to exceed 5.00% per annum, in the case of the Class I-A-5 Certificates and not to exceed 9.00% per annum, in the case of the Class I-M Certificates and Class I-B Certificates) over (y) the amount of interest paid on such Distribution Date if the Pass-Through Rate is limited by the related

Interest Rate Cap plus (ii) the related Net WAC Rate Carryover Amount for the previous Distribution Date not previously distributed together with interest thereon at a rate equal to the Pass-Through Rate for such Class for the most recently ended Interest Accrual Period.

Net WAC Reserve Fund : Shall mean the separate trust account created and maintained by the Securities Administrator pursuant to Section 6.08 hereof.

Net WAC Reserve Fund Deposit : With respect to the Net WAC Reserve Fund, an amount equal to $5,000, which the Depositor shall deposit into the Net WAC Reserve Fund pursuant to Section 6.08 hereof.

Non-Book-Entry Certificate