POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., | U.S. BANK, NATIONAL ASSOCIATION, | WELLS FARGO BANK, NATIONAL ASSOCIATION, | EMC MORTGAGE CORPORATION

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 7/15/2005

STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,

DEPOSITOR

U.S. BANK, NATIONAL ASSOCIATION,

TRUSTEE

WELLS FARGO BANK, NATIONAL ASSOCIATION,

MASTER SERVICER AND SECURITIES ADMINISTRATOR

and

EMC MORTGAGE CORPORATION

SELLER AND COMPANY

POOLING AND SERVICING AGREEMENT

Dated as of June 1, 2005

Structured Asset Mortgage Investments II Inc.

Prime Mortgage Trust, Certificates

Series 2005-2

<PAGE>

TABLE OF CONTENTS

ARTICLE I

Definitions

Section 1.01 Definitions

Section 1.02 Calculation of LIBOR

ARTICLE II

Conveyance of Mortgage Loans; Original Issuance of Certificates

Section 2.01 Conveyance of Mortgage Loans to Trustee

Section 2.02 Acceptance of Mortgage Loans and Underlying Certificates by

Trustee

Section 2.03 Assignment of Interest in the Mortgage Loan Purchase

Agreement

Section 2.04 Substitution of Mortgage Loans

Section 2.05 Issuance of Certificates

Section 2.06 Representations and Warranties Concerning the Depositor

ARTICLE III

Administration of the Trust Fund and Servicing of Mortgage Loans

Section 3.01 Master Servicer and Securities Administrator

Section 3.02 REMIC-Related Covenants

Section 3.03 Monitoring of Servicers

Section 3.04 Fidelity Bond

Section 3.05 Power to Act; Procedures

Section 3.06 Due-on-Sale Clauses; Assumption Agreements

Section 3.07 Release of Mortgage Files

Section 3.08 Documents, Records and Funds in Possession of Master

Servicer to Be Held for Trustee

Section 3.09 Standard Hazard Insurance and Flood Insurance Policies

Section 3.10 Presentment of Claims and Collection of Proceeds

Section 3.11 Maintenance of the Primary Mortgage Insurance Policies

Section 3.12 Trustee to Retain Possession of Certain Insurance Policies

and Documents

Section 3.13 Realization Upon Defaulted Mortgage Loans

Section 3.14 Compensation for the Master Servicer

Section 3.15 REO Property

Section 3.16 Annual Officer's Certificate as to Compliance

Section 3.17 Annual Independent Accountant's Servicing Report

Section 3.18 Reports Filed with Securities and Exchange Commission

Section 3.19 [Reserved]

Section 3.20 UCC

Section 3.21 Optional Purchase of Defaulted Mortgage Loans

ARTICLE IV

Accounts

Section 4.01 Protected Account

Section 4.02 Master Servicer Collection Account

Section 4.03 Permitted Withdrawals and Transfers from the Master Servicer

Collection Account

Section 4.04 Distribution Account

Section 4.05 Permitted Withdrawals and Transfers from the Distribution

Account

ARTICLE V

Certificates

Section 5.01 Certificates

Section 5.02 Registration of Transfer and Exchange of Certificates

Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates

Section 5.04 Persons Deemed Owners

Section 5.05 Transfer Restrictions on Residual Certificates

Section 5.06 Restrictions on Transferability of Non-Offered Certificates

Section 5.07 ERISA Restrictions

Section 5.08 Rule 144A Information

Section 5.09 Appointment of Paying Agent and Certificate Registrar

ARTICLE VI

Payments to Certificateholders

Section 6.01 Distributions on the Certificates

Section 6.02 [Reserved.]

Section 6.03 Allocation of Losses

Section 6.04 Payments

Section 6.05 Statements to Certificateholders

Section 6.06 Monthly Advances

Section 6.07 Compensating Interest Payments

ARTICLE VII

The Master Servicer-

Section 7.01 Liabilities of the Master Servicer

Section 7.02 Merger or Consolidation of the Master Servicer

Section 7.03 Indemnification of the Trustee, the Master Servicer and the

Securities Administrator

Section 7.04 Limitations on Liability of the Master Servicer and Others

Section 7.05 Master Servicer Not to Resign

Section 7.06 Successor Master Servicer

Section 7.07 Sale and Assignment of Master Servicing

ARTICLE VIII

Default

Section 8.01 Events of Default

Section 8.02 Trustee to Act; Appointment of Successor

Section 8.03 Notification to Certificateholders

Section 8.04 Waiver of Defaults

Section 8.05 List of Certificateholders

ARTICLE IX

Concerning the Trustee and the Securities Administrator

Section 9.01 Duties of Trustee and Securities Administrator

Section 9.02 Certain Matters Affecting the Trustee and the Securities

Administrator

Section 9.03 Trustee and Securities Administrator Not Liable for

Certificates or Mortgage Loans

Section 9.04 Trustee and Securities Administrator May Own Certificates

Section 9.05 Trustee's and Securities Administrator's Fees and Expenses

Section 9.06 Eligibility Requirements for Trustee and Securities

Administrator

Section 9.07 Insurance

Section 9.08 Resignation and Removal of the Trustee and Securities

Administrator

Section 9.09 Successor Trustee and Successor Securities Administrator

Section 9.10 Merger or Consolidation of Trustee or Securities

Administrator

Section 9.11 Appointment of Co-Trustee or Separate Trustee

Section 9.12 Federal Information Returns and Reports to

Certificateholders; REMIC Administration

ARTICLE X

Termination

Section 10.01 Termination Upon Repurchase by the Depositor or its Designee

or Liquidation of the Mortgage Loans

Section 10.02 [Reserved]

Section 10.03 Additional Termination Requirements with respect to the

Certificates

ARTICLE XI

Miscellaneous Provisions

Section 11.01 Intent of Parties

Section 11.02 Amendment

Section 11.03 Recordation of Agreement

Section 11.04 Limitation on Rights of Certificateholders

Section 11.05 Acts of Certificateholders

Section 11.06 Governing Law

Section 11.07 Notices

Section 11.08 Severability of Provisions

Section 11.09 Successors and Assigns

Section 11.10 Article and Section Headings

Section 11.11 Counterparts

Section 11.12 Notice to Rating Agencies

EXHIBITS

Exhibit A-1 - Form of Class [_]-A-[_] Certificates

Exhibit A-2 - Form of Class [_]-B-[_] Certificates

Exhibit A-3 - Form of Class I-PO Certificates

Exhibit A-4 - Form of Class I-R Certificates

Exhibit A-5 - Form of Class II-R Certificates

Exhibit A-6 - Form of Class I-X Certificates

Exhibit A-7 - Form of Class II-X[B] Certificates

Exhibit B - Mortgage Loan Schedule

Exhibit C - Reserved

Exhibit D - Request for Release of Documents

Exhibit E - Form of Affidavit pursuant to Section 860E(e)(4)

Exhibit F-1 - Form of Investment Letter

Exhibit F-2 - Form of Rule 144A and Related Matters Certificate

Exhibit F-3 Form of Rule 144A Global Certificate to Regulation S Global

Certificate

Exhibit F-4 Form of Regulation S Global Certificate to Rule 144A Global

Certificate

Exhibit G - Form of Custodial Agreement

Exhibit H-1 - CitiMortgage Servicing Agreement

Exhibit H-2 - EMC Servicing Agreement

Exhibit H-3 - EverHome Servicing Agreement

Exhibit H-4 - Fifth Third Servicing Agreement

Exhibit H-5 - GMAC Servicing Agreement

Exhibit H-6 - GreenPoint Servicing Agreement

Exhibit H-7 - National City Servicing Agreement

Exhibit H-8 - Navy Federal Servicing Agreement

Exhibit H-9 - PHH Mortgage Servicing Agreement

Exhibit H-10 - SunTrust Servicing Agreement

Exhibit H-11 - WAMU Servicing Agreement

Exhibit H-12 - Wells Fargo Servicing Agreement

Exhibit I - Assignment Agreements

Exhibit J - Mortgage Loan Purchase Agreement

<PAGE>

POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement dated as of June 1, 2005, among

Structured Asset Mortgage Investments II Inc., a Delaware corporation, as

depositor (the "Depositor"), U.S. Bank National Association, a national banking

association, (the "Trustee"), Wells Fargo Bank, National Association, as master

servicer (in such capacity, the "Master Servicer") and as securities

administrator (in such capacity, the "Securities Administrator"), and EMC

Mortgage Corporation, as seller (in such capacity, the "Seller") and as company

(in such capacity, the "Company").

PRELIMINARY STATEMENT

On or prior to the Closing Date, the Depositor acquired the Mortgage

Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage

Loans and certain other property to the Trust Fund and receive in consideration

therefor the Certificates, together evidencing the entire beneficial ownership

interest in the Trust Funds.

The Trustee on behalf of the Trust shall make an election for the

assets constituting REMIC I to be treated for federal income tax purposes as a

REMIC. On the Startup Day, the REMIC I Regular Interests will be designated

"regular interests" in such REMIC, and the Class I-R-1 Certificates will be

designated the sole class of "residual interests" in such REMIC.

The Trustee on behalf of the Trust shall make an election for the

assets constituting REMIC II to be treated for federal income tax purposes as a

REMIC. On the Startup Day, the REMIC II Regular Interests will be designated

"regular interests" in such REMIC, and the Class II-R-1 Certificate will be

designated the sole class of "residual interests" in such REMIC.

The Trustee on behalf of the Trust shall make an election for the

assets constituting REMIC III to be treated for federal income tax purposes as a

REMIC. On the Startup Day, the REMIC III Regular Interests will be designated

"regular interests" in such REMIC, and the Class I-R-2 Certificates will be

designated the sole class of "residual interests" in such REMIC.

The Mortgage Loans will have an Outstanding Principal Balance as of the

Cut-off Date, after deducting all Scheduled Principal due on or before the

Cut-off Date, of $243,340,462.01. The initial principal amount of the

Certificates will not exceed such Outstanding Principal Balance.

The Mortgage Loans have been divided into two Loan Groups, designated

as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an

Outstanding Principal Balance as of the Cut-off Date, after deducting all

Scheduled Principal due on or before the Cut-off Date, of $120,925,950.59. The

Group II Mortgage Loans will have an Outstanding Principal Balance as of the

Cut-off Date, after deducting all Scheduled Principal due on or before the

Cut-off Date, of $122,414,511.42. The Group I Certificates and Group II

Certificates shall receive distributions solely with respect to the Group I

Mortgage Loans and Group II Mortgage Loans, respectively.

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:

<PAGE>

ARTICLE I

Definitions

Section 1.01 DEFINITIONS.

Whenever used in this Agreement, the following words and phrases,

unless otherwise expressly provided or unless the context otherwise requires,

shall have the meanings specified in this Article.

ACCEPTED MASTER SERVICING PRACTICES: With respect to any Mortgage Loan,

as applicable, either (x) 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 a Servicer), or

(y) as provided in the applicable Servicing Agreement, to the extent applicable

to any Servicer, but in no event below the standard set forth in clause (x).

ACCOUNT: The Master Servicer Collection Account, the Distribution

Account and the Protected Account as the context may require.

ACCRUED CERTIFICATE INTEREST: For any Certificate (other than the Class

I-PO Certificates) for any Distribution Date, the interest accrued during the

related Interest Accrual Period at the applicable Pass-Through Rate on the

Current Principal Amount, or Notional Amount in the case of any Interest Only

Certificate, of such Certificate immediately prior to such Distribution Date,

less (i) in the case of a Senior Certificate (other than the Class I-PO

Certificates), such Certificate's share of any Net Interest Shortfall from the

related Mortgage Loans and, after the Cross-Over Date, the interest portion of

any Realized Losses on the related Mortgage Loans allocated thereto in

accordance with Section 6.03(f) and (ii) in the case of a Subordinate

Certificate, such Certificate's share of any Net Interest Shortfall from the

related Mortgage Loans and the interest portion of any Realized Losses on the

related Mortgage Loans allocated thereto in accordance with Section 6.02(f). All

calculations of interest on the Certificates will be made on the basis of on the

basis of a 360-day year consisting of twelve 30-day months.

ADJUSTMENT AMOUNT: Group I Adjustment Amount or Group II Adjustment

Amount.

AFFILIATE: As to any Person, any other Person controlling, controlled

by or under common control with such Person. "Control" means the power to direct

the management and policies of a Person, directly or indirectly, whether through

ownership of voting securities, by contract or otherwise. "Controlled" and

"Controlling" have meanings correlative to the foregoing. The Trustee may

conclusively presume that a Person is not an Affiliate of another Person unless

a Responsible Officer of the Trustee has actual knowledge to the contrary.

AGREEMENT: This Pooling and Servicing Agreement and all amendments

hereof and supplements hereto.

ALLOCABLE SHARE: Group I Allocable Share or Group II Allocable Share.

APPLICABLE CREDIT RATING: For any long-term deposit or security, a

credit rating of AAA in the case of each of S&P and Fitch Ratings or Aaa in the

case of Moody's. For any short-term deposit or security, or a rating of A-l+ in

the case of each of S&P and Fitch Ratings or P-1 in the case of Moody's.

APPLICABLE STATE LAW: For purposes of Section 9.12(d), the Applicable

State Law shall be (a) the law of the State of New York and (b) such other state

law whose applicability shall have been brought to the attention of the

Securities Administrator and the Trustee by either (i) an Opinion of Counsel

reasonably acceptable to the Securities Administrator and the Trustee delivered

to it by the Master Servicer or the Depositor, or (ii) written notice from the

appropriate taxing authority as to the applicability of such state law.

APPRAISED VALUE: For any Mortgaged Property related to a Mortgage Loan,

the amount set forth as the appraised value of such Mortgaged Property in an

appraisal made for the mortgage originator in connection with its origination of

the related Mortgage Loan.

ASSIGNMENT AGREEMENT: The agreements attached hereto as Exhibit I,

whereby the related Servicing Agreements were assigned to the Trustee for the

benefit of the Holders of the Certificateholders.

ASSIGNMENT OF PROPRIETARY LEASE: With respect to a Cooperative Loan,

the assignment of the related Cooperative Lease from the Mortgagor to the

originator of the Cooperative Loan.

ASSUMED FINAL DISTRIBUTION DATE: With respect to the Group I

Certificates, July 20, 2020, and, with respect to the Group II Certificates,

October 25, 2032.

AVAILABLE FUNDS: Group I Available Funds or Group II Available Funds.

AVERAGE LOSS SEVERITY PERCENTAGE: With respect to any Distribution

Date, the percentage equivalent of a fraction, the numerator of which is the sum

of the Loss Severity Percentages for each Mortgage Loan which had a Realized

Loss and the denominator of which is the number of Mortgage Loans which had

Realized Losses.

BANKRUPTCY CODE: The United States Bankruptcy Code, as amended as

codified in 11 U.S.C. ss.ss. 101-1330.

BANKRUPTCY COVERAGE TERMINATION DATE: Group I Bankruptcy Coverage

Termination Date or Group II Bankruptcy Coverage Termination Date.

BANKRUPTCY LOSS AMOUNT: Group I Bankruptcy Loss Amount or Group II

Bankruptcy Loss Amount.

BANKRUPTCY LOSS: With respect to any Mortgage Loan, any Deficient

Valuation or Debt Service Reduction related to such Mortgage Loan as reported by

the applicable Servicer to the Master Servicer.

BOOK-ENTRY CERTIFICATES: Initially, all Classes of the Senior

Certificates (other than the Residual Certificates) and the Offered Subordinate

Certificates.

BUSINESS DAY: Any day other than (i) a Saturday or a Sunday, or (ii) a

day on which the New York Stock Exchange or Federal Reserve is closed or on

which banking institutions in the jurisdiction in which the Trustee, the Master

Servicer, any Servicer or the Securities Administrator is located are authorized

or obligated by law or executive order to be closed.

CERTIFICATE: Any one of the Certificates executed and countersigned by

the Certificate Registrar substantially in the form of Exhibits A-1 through A-7

attached hereto.

CERTIFICATES DISTRIBUTION REPORT: The report prepared by the Securities

Administrator with respect to the Certificates and the Mortgage Loans pursuant

to Section 6.05(a).

CERTIFICATEHOLDER: A Holder of a Certificate.

CERTIFICATE OWNER: Any Person who is the beneficial owner of a

Certificate registered in the name of the Depository or its nominee.

CERTIFICATE REGISTER: The register maintained pursuant to Section 5.02.

CERTIFICATE REGISTRAR: The Securities Administrator or any successor

certificate registrar appointed hereunder.

CITIMORTGAGE: CitiMortgage, Inc., or its successor in interest.

CITIMORTGAGE SERVICING AGREEMENT: The Mortgage Loan Purchase and

Servicing Agreement, dated as of August 1, 2003, between the Seller and

CitiMortgage, attached hereto as Exhibit H-1, and as modified by the related

Assignment Agreement.

CLASS: With respect to the Certificates, I-A-1, I-A-2, I-A-3, I-PO,

I-X, I-R-1, I-R-2, I-B-1, I-B-2, I-B-3, I-B-4, I-B-5, I-B-6, II-A-1, II-X,

II-R-1, II-B-1, II-B-2, II-B-3, II-XB, II-B-4, II-B-5 and II-B-6.

CLASS I-A CERTIFICATES: Any of the Class I-A-1, Class I-A-2 and Class

I-A-3 Certificates.

CLASS I-R CERTIFICATES: The Class I-R-1 Certificates and Class I-R-2

Certificates.

CLASS I-PO CERTIFICATE CASH SHORTFALL: For any Distribution Date, the

difference between (i) principal distributable to the Class I-PO Certificates in

accordance with priority FOURTH of clause (i) under subsection 6.01(a), and (ii)

principal actually distributed to the Class I-PO Certificates after giving

effect to clause (iii) under subsection 6.01(a).

CLASS I-PO CERTIFICATE DEFERRED AMOUNT: As to each Distribution Date

through the Group I Cross-Over Date, the aggregate of all amounts allocable on

such dates to the Class I-PO Certificates in respect of the principal portion of

Realized Losses in respect of Discount Mortgage Loans in Subgroup I-1 and the

Class I-PO Certificate Cash Shortfall and all amounts previously allocated in

respect of such losses and such shortfalls to the Class I-PO Certificates, and

not distributed on prior Distribution Dates.

CLASS I-PO CERTIFICATE PRINCIPAL DISTRIBUTION AMOUNT: The Class I-PO

Certificates shall be entitled to distributions from Subgroup I-1. For each

Class of Class I-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 I-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 Scheduled Principal Balance of

each Discount Mortgage Loan in Subgroup I-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 related Subgroup

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 I-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

Scheduled Principal Balance of each such Discount Mortgage Loan in

Subgroup I-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 Scheduled Principal Balance of each Discount

Mortgage Loan in Subgroup I-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 Scheduled Principal Balance

of each such Mortgage Loan in Subgroup I-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 Scheduled

Principal Balance of each Discount Mortgage Loan in Subgroup I-1 which

was repurchased by the Seller in connection with such Distribution Date

and (b) the difference, if any, between the Scheduled Principal Balance

of a Discount Mortgage Loan in Subgroup I-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 Scheduled

Principal Balance of such substitute Discount Mortgage Loan.

CLASS PREPAYMENT DISTRIBUTION TRIGGER: For a Class of related

Subordinate Certificates for any Distribution Date, the Class Prepayment

Distribution Trigger is satisfied if the fraction (expressed as a percentage),

the numerator of which is the aggregate Current Principal Amount of such Class

and each Class of the related Subordinate Certificates subordinate thereto, if

any, and the denominator of which is the Scheduled Principal Balance of all of

the related Mortgage Loans as of the related Due Date, equals or exceeds such

percentage calculated as of the Closing Date.

CLASS R CERTIFICATES: The Class I-R-1, Class I-R-2 and Class I-R-3

Certificates.

CLEARING AGENCY: An organization registered as a "clearing agency"

pursuant to Section 17A of the Securities and Exchange Act of 1934, as amended,

which initially shall be DTC, Clearstream, Luxembourg and Euroclear.

CLEARSTREAM, LUXEMBOURG: Clearstream Banking, a societe anonyme, a

limited liability company organized under the laws of Luxembourg.

CLOSING DATE: June 30, 2005.

CODE: The Internal Revenue Code of 1986, as amended.

COMPENSATING INTEREST PAYMENT: As defined in Section 6.06.

COOPERATIVE: A private, cooperative housing corporation which owns or

leases land and all or part of a building or buildings, including apartments,

spaces used for commercial purposes and common areas therein and whose board of

directors authorizes, among other things, the sale of Cooperative Stock.

COOPERATIVE APARTMENT: A dwelling unit in a multi-dwelling building

owned or leased by a Cooperative, which unit the Mortgagor has an exclusive

right to occupy pursuant to the terms of a proprietary lease or occupancy

agreement.

COOPERATIVE LEASE: With respect to a Cooperative Loan, the proprietary

lease or occupancy agreement with respect to the Cooperative Apartment occupied

by the Mortgagor and relating to the related Cooperative Stock, which lease or

agreement confers an exclusive right to the holder of such Cooperative Stock to

occupy such apartment.

COOPERATIVE LOAN: Any of the Mortgage Loans made in respect of a

Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a

Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an

assignment of the Cooperative Lease, (iv) financing statements and (v) a stock

power (or other similar instrument), and ancillary thereto, a recognition

agreement between the Cooperative and the originator of the Cooperative Loan,

each of which was transferred and assigned to the Trustee pursuant to Section

2.01 and are from time to time held as part of the Trust Fund.

COOPERATIVE STOCK: With respect to a Cooperative Loan, the single

outstanding class of stock, partnership interest or other ownership instrument

in the related Cooperative.

COOPERATIVE STOCK CERTIFICATE: With respect to a Cooperative Loan, the

stock certificate or other instrument evidencing the related Cooperative Stock.

CORPORATE TRUST OFFICE: The office of the Trustee at which at any

particular time its corporate trust business is 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/PRIME 2005-2, or such other address as the

Trustee may designate from time to time. With respect to the Certificate

Registrar and the presentment of Certificates for registration of transfer,

exchange or final payment, Wells Fargo Bank, National Association, its offices

located at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479,

Attention: Corporate Trust/PRIME 2005-2, and for all other purposes, its offices

located at P.O. Box 98, Columbia, Maryland 21046 (or, for overnight deliveries,

9062 Old Annapolis Road, Columbia, Maryland 21045), Attention: Corporate

Trust/Prime 2005-2.

CORRESPONDING CERTIFICATES: With respect to each REMIC II Regular

Interest, the Class with the same designation.

CROSS-OVER DATE: Group I Cross-Over Date or Group II Cross-Over Date.

CURRENT PRINCIPAL AMOUNT: With respect to any Certificate (other than

an Interest Only Certificate) as of any Distribution Date, the initial principal

amount of such Certificate plus any Subsequent Recoveries added to the Current

Principal Amount of such Certificate pursuant to Section 6.01(h), and reduced by

(i) all amounts distributed on previous Distribution Dates on such Certificate

with respect to principal, (ii) the principal portion of all Realized Losses

allocated prior to such Distribution Date to such Certificates, taking account

of the Loss Allocation Limitation and (iii) in the case of a Subordinate

Certificate, such Certificate's pro rata share, if any, of the related

applicable Subordinate Certificate Writedown Amount for previous Distribution

Dates. With respect to any Class of Certificates (other than an Interest Only

Certificate), the Current Principal Amount thereof will equal the sum of the

Current Principal Amounts of all Certificates in such Class. Notwithstanding the

foregoing, solely for purposes of giving consents, directions, waivers,

approvals, requests and notices, each of the Residual Certificates after the

Distribution Date on which they each receive the distribution of the last dollar

of their respective original principal amount shall be deemed to have Current

Principal Amounts equal to their respective Current Principal Amounts on the day

immediately preceding such Distribution Date.

CUSTODIAL AGREEMENT: An agreement, dated as of the Closing Date among

the Depositor, the Master Servicer, the Trustee and the Custodian in

substantially the form of Exhibit G hereto.

CUSTODIAN: Wells Fargo Bank, National Association, or any successor

custodian appointed pursuant to the provisions hereof and of the Custodial

Agreement.

CUT-OFF DATE: June 1, 2005.

CUT-OFF DATE BALANCE: An amount equal to $120,925,950.59 with respect

to Loan Group I and $122,414,511.42 with respect to Loan Group II.

DEBT SERVICE REDUCTION: Any reduction of the Scheduled Payments which a

Mortgagor is obligated to pay with respect to a Mortgage Loan as a result of any

proceeding under the Bankruptcy Code or any other similar state law or other

proceeding.

DEFICIENT VALUATION: With respect to any Mortgage Loan, a valuation of

the Mortgaged Property by a court of competent jurisdiction in an amount less

than the then outstanding indebtedness under the Mortgage Loan, which valuation

results from a proceeding initiated under the Bankruptcy Code or any other

similar state law or other proceeding.

DEPOSITOR: Structured Asset Mortgage Investments II Inc., a Delaware

corporation, or its successors in interest.

DEPOSITORY: The Depository Trust Company, the nominee of which is Cede

& Co., or any successor thereto.

DEPOSITORY AGREEMENT: The meaning specified in Subsection 5.01(a)

hereof.

DEPOSITORY PARTICIPANT: A broker, dealer, bank or other financial

institution or other Person for whom from time to time the Depository effects

book-entry transfers and pledges of securities deposited with the Depository.

DESIGNATED DEPOSITORY INSTITUTION: A depository institution (commercial

bank, federal savings bank, mutual savings bank or savings and loan association)

or trust company (which may include the Trustee), the deposits of which are

fully insured by the FDIC to the extent provided by law.

DETERMINATION DATE: With respect to each Mortgage Loan, the

Determination Date as defined in the related Servicing Agreement.

DISCOUNT MORTGAGE LOAN: Any Mortgage Loan with a Net Mortgage Rate less

than 4.7500% per annum.

DISQUALIFIED ORGANIZATION: Any of the following: (i) the United States,

any State or political subdivision thereof, any possession of the United States,

or any agency or instrumentality of any of the foregoing (other than an

instrumentality which is a corporation if all of its activities are subject to

tax and, except for the Freddie Mac or any successor thereto, a majority of its

board of directors is not selected by such governmental unit), (ii) any foreign

government, any international organization, or any agency or instrumentality of

any of the foregoing, (iii) any organization (other than certain farmers'

cooperatives described in Section 521 of the Code) which is exempt from the tax

imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of

the Code on unrelated business taxable income), (iv) rural electric and

telephone cooperatives described in Section 1381(a)(2)(C) of the Code or (v) any

other Person so designated by the Trustee and the Certificate Registrar based

upon an Opinion of Counsel that the holding of an ownership interest in a

Residual Certificate by such Person may cause any REMIC contained in the Trust

or any Person having an Ownership Interest in the Residual Certificate (other

than such Person) to incur a liability for any federal tax imposed under the

Code that would not otherwise be imposed but for the transfer of an Ownership

Interest in a Residual Certificate to such Person. The terms "United States,"

"State" and "international organization" shall have the meanings set forth in

Section 7701 of the Code or successor provisions.

DISTRIBUTION ACCOUNT: The trust account or accounts created and

maintained pursuant to Section 4.04, which shall be denominated "Wells Fargo

Bank, National Association, as Paying Agent, f/b/o holders of Structured Asset

Mortgage Investments II Inc., Prime Mortgage Trust, Certificates, Series 2005-2

- Distribution Account." The Distribution Account shall be an Eligible Account.

DISTRIBUTION ACCOUNT DEPOSIT DATE: The Business Day prior to each

Distribution Date.

DISTRIBUTION DATE: The 25th day of any month, beginning in July 2005,

or, if such 25th day is not a Business Day, the immediately following Business

Day.

DTC CUSTODIAN: Wells Fargo, National Association, or its successors in

interest as custodian for the Depository.

DUE DATE: With respect to each Mortgage Loan, the date in each month on

which its Scheduled Payment is due if such due date is the first day of a month

and otherwise is deemed to be the first day of the following month or such other

date specified in the related Servicing Agreement.

DUE PERIOD: With respect to any Distribution Date and each Mortgage

Loan, the period commencing on the second day of the month preceding the month

in which the Distribution Date occurs and ending at the close of business on the

first day of the month in which the Distribution Date occurs.

ELIGIBLE ACCOUNT: Any of (i) a segregated account maintained with a

federal or state chartered depository institution (A) the short-term obligations

of which are rated A-1 or better by Standard & Poor's, F-1 by Fitch Ratings and

P-1 by Moody's at the time of any deposit therein or (B) insured by the FDIC (to

the limits established by such Corporation), the uninsured deposits in which

account are otherwise secured such that, as evidenced by an Opinion of Counsel

(obtained by the Person requesting that the account be held pursuant to this

clause (i)) delivered to the Trustee prior to the establishment of such account,

the Certificateholders will have a claim with respect to the funds in such

account and a perfected first priority security interest against any collateral

(which shall be limited to Permitted Investments, each of which shall mature not

later than the Business Day immediately preceding the Distribution Date next

following the date of investment in such collateral or the Distribution Date if

such Permitted Investment is an obligation of the institution that maintains the

Distribution Account) securing such funds that is superior to claims of any

other depositors or general creditors of the depository institution with which

such account is maintained, (ii) a segregated trust account or accounts

maintained with a federal or state chartered depository institution or trust

company with trust powers acting in its fiduciary capacity or (iii) a segregated

account or accounts of a depository institution acceptable to the Rating

Agencies (as evidenced in writing by the Rating Agencies that use of any such

account as the Distribution Account will not have an adverse effect on the

then-current ratings assigned to the Classes of Certificates then rated by the

Rating Agencies determined without regard to the Policy). Eligible Accounts may

bear interest.

EMC: EMC Mortgage Corporation.

EMC SERVICING AGREEMENT: With respect to Mortgage Loans serviced by

EMC, the Servicing Agreement dated as of June 1, 2005, between the Depositor and

EMC, as attached hereto as Exhibit H-2 and as modified by the related Assignment

Agreement.

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

EUROCLEAR: Euroclear Clearance System, Societe Cooperative, a Belgium

cooperative cooperation.

EUROCLEAR OPERATOR: Euroclear Bank S.A./N.V., as operator of the

Euroclear system.

EVENT OF DEFAULT: An event of default described in Section 8.01.

EVERHOME: EverHome Mortgage Company, or its successor in interest.

EVERHOME SERVICING AGREEMENT: The Subservicing Agreement, dated as of

August 1, 2002, between the Seller and EverHome, attached hereto as Exhibit H-3,

and as modified by the related Assignment Agreement.

EXCESS BANKRUPTCY LOSS: Any Bankruptcy Loss, or portion thereof (i)

occurring after the related Bankruptcy Coverage Termination Date or (ii) if on

or prior to such date, in excess of the then-applicable Bankruptcy Loss Amount.

EXCESS FRAUD LOSS: Any Fraud Loss or portion thereof (i) occurring

after the related Fraud Coverage Termination Date with respect thereto or (ii)

if on or prior to such date, in excess of the then-applicable Fraud Loss Amount.

EXCESS LOSS: Any Excess Fraud Loss, Excess Bankruptcy Loss, Excess

Special Hazard Loss or Extraordinary Loss.

EXCESS LIQUIDATION PROCEEDS: To the extent that such amount is not

required by law to be paid to the related Mortgagor, the amount, if any, by

which Liquidation Proceeds with respect to a Liquidated Mortgage Loan exceed the

sum of (i) the Outstanding Principal Balance of such Mortgage Loan and accrued

but unpaid interest at the related Mortgage Interest Rate through the last day

of the month in which the related Liquidation Date occurs, plus (ii) related

Liquidation Expenses.

EXCESS SPECIAL HAZARD LOSS: Any Special Hazard Loss occurring after the

related Special Hazard Termination Date.

EXTRAORDINARY LOSS: Any Realized Loss resulting from damage to a

Mortgaged Property that was occasioned by war, civil insurrection, certain

governmental actions, nuclear reaction and certain other risks.

FANNIE MAE: Federal National Mortgage Association or any successor

thereto.

FDIC: Federal Deposit Insurance Corporation or any successor thereto.

FIFTH THIRD: Fifth Third Mortgage Company, or its successor in

interest.

FIFTH THIRD SERVICING AGREEMENT: The Purchase, Warranties and Servicing

Agreement, dated as of September 1, 2002, between the Seller and Fifth Third,

attached hereto as Exhibit H-4, and as modified by the related Assignment

Agreement

FINAL CERTIFICATION: The certification substantially in the form of

Exhibit Three to the Custodial Agreement.

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 1 to November 30,

as applicable.

FITCH RATINGS: Fitch, Inc.

FRACTIONAL UNDIVIDED INTEREST: With respect to any Class of

Certificates, the fractional undivided interest evidenced by any Certificate of

such Class, the numerator of which is the Current Principal Amount, or Notional

Amount in the case of the Interest Only Certificates, of such Certificate and

the denominator of which is the Current Principal Amount, or Notional Amount in

the case of the Interest Only Certificates, of such Class. With respect to the

Certificates in the aggregate, the fractional undivided interest evidenced by

(i) the Residual Certificates will be deemed to equal 0.25%, (ii) each Class of

Interest Only Certificates will be deemed to equal 1.0% multiplied by a

fraction, the numerator of which is the Notional Amount of such Certificate and

the denominator of which is the aggregate Notional Amount of its respective

Class and (iii) a Certificate of any other Class will be deemed to equal 96.75%

multiplied by a fraction, the numerator of which is the Current Principal Amount

of such Certificate and the denominator of which is the aggregate Current

Principal Amount of all the Certificates; provided, however, the percentage in

clause (iii) above shall be increased by 1.0% upon the retirement of each Class

of Interest Only Certificates.

FRAUD COVERAGE TERMINATION DATE: Group I Fraud Coverage Termination

Date or Group II Fraud Coverage Termination Date.

FRAUD LOSS: With respect to any Mortgage Loan, any Realized Loss

attributable to fraud in the origination of such Mortgage Loan, as reported by

the applicable Servicer to the Master Servicer.

FRAUD LOSS AMOUNT: Group I Fraud Loss Amount or Group II Fraud Loss

Amount.

FREDDIE MAC: Freddie Mac, formerly the Federal Home Loan Mortgage

Corporation, or any successor thereto.

GLOBAL CERTIFICATE: Any Non-Offered 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).

GMAC: GMAC Mortgage Corporation, or its successor in interest.

GMACM SERVICING AGREEMENT: The Servicing Agreement, dated as of

November 1, 2004, between the Depositor and GMAC, attached hereto as Exhibit

H-5, and as modified by the related Assignment Agreement.

GREENPOINT: GreenPoint Mortgage Funding, Inc., or its successor in

interest.

GREENPOINT SERVICING AGREEMENT: The Mortgage Loan Purchase and

Servicing Agreement, dated as of September 1, 2003, between the Seller and

GreenPoint, attached hereto as Exhibit H-6, and as modified by the related

Assignment Agreement.

GROUP I ADJUSTMENT AMOUNT: For each anniversary of the Cut-off Date,

the amount, if any, by which the Group I Special Hazard Loss Amount (without

giving effect to the deduction of the Group I Adjustment Amount for such

anniversary) exceeds the lesser of (A) an amount calculated by the Seller and

approved by the related Rating Agencies, which amount shall not be less than

$500,000, and (B) the greater of (x) 1.0% (or if greater than 1.0%, the highest

percentage of Group I Mortgage Loans by principal balance secured by Mortgaged

Properties in any California zip code) of the outstanding principal balance of

all Group I Mortgage Loans on the Distribution Date immediately preceding such

anniversary and (y) twice the outstanding principal balance of the Group I

Mortgage Loan which has the largest outstanding principal balance on the

Distribution Date immediately preceding such anniversary.

GROUP I ALLOCABLE SHARE: With respect to any Class of Group I

Subordinate Certificates on any Distribution Date will generally equal such

Class's pro rata share (based on the Current Principal Amount of each Class

entitled thereto) of the sum of each of the components of the definition of

Group I Subordinate Optimal Principal Amount for each Subgroup; provided, that

except as described in the succeeding sentence, no Class of Group I Subordinate

Certificates (other than the Class of Group I Subordinate Certificates

outstanding with the lowest numerical designation) shall be entitled on any

Distribution Date to receive distributions pursuant to clauses (2), (3) and (5)

of the definition of Group I Subordinate Optimal Principal Amount unless the

Class Prepayment Distribution Trigger for the related Class is satisfied for

such Distribution Date. If on any Distribution Date the Current Principal Amount

of any Class of Group I Subordinate Certificates for which the related Class

Prepayment Distribution Trigger was satisfied on such Distribution Date is

reduced to zero, any amounts distributable to such Class pursuant to clauses

(2), (3) and (5) of the definition of Group I Subordinate Optimal Principal

Amount, to the extent of such Class's remaining Group I Allocable Share, shall

be distributed to the remaining Classes of Group I Subordinate Certificates in

reduction of their respective Current Principal Amounts, sequentially, in the

order of their numerical Class designations.

GROUP I AVAILABLE FUNDS: For any Distribution Date and Loan Group I, an

amount which generally includes, (1) all previously undistributed payments on

account of principal (including the principal portion of Monthly Payments,

Principal Prepayments and the principal amount of Net Liquidation Proceeds) and

all previously undistributed payments on account of interest received after the

Cut-Off Date and on or prior to the related Determination Date, (2) any Monthly

Advances and Compensating Interest made by the Master Servicer or a Servicer for

such Distribution Date in respect of the Group I Mortgage Loans and (3) any

amounts reimbursed by the Master Servicer in connection with losses on certain

eligible investments, net of Loan Group I's pro rata share (based on the

aggregate Scheduled Principal Balance) of all fees payable to, and amounts

reimbursable to, the Servicers, the Master Servicer, the Securities

Administrator, the Trustee and the Custodian as provided in this Agreement and

the Custodial Agreement and investment earnings on amounts on deposit in the

Master Servicer Collection Account and the Distribution Account.

GROUP I BANKRUPTCY COVERAGE TERMINATION DATE: The Distribution Date

upon which the Group I Bankruptcy Loss Amount has been reduced to zero or a

negative number (or the Group I Cross-Over Date, if earlier).

GROUP I BANKRUPTCY LOSS AMOUNT: On each Distribution Date, $150,000,

subject to reduction as described in this Agreement, minus the aggregate amount

of previous Bankruptcy Losses with respect to the Group I Mortgage Loans.

GROUP I CERTIFICATES: The Group I Offered Certificates and Group I

Non-Offered Certificates.

GROUP I CROSS-OVER DATE: The Distribution Date on which the Current

Principal Amounts of the Group I Subordinate Certificates are reduced to zero.

GROUP I FRAUD COVERAGE TERMINATION DATE: The Distribution Date upon

which the Group I Fraud Loss Amount has been reduced to zero or a negative

number (or the Group I Cross-Over Date, if earlier).

GROUP I FRAUD LOSS AMOUNT: Upon the initial issuance of the Group I

Certificates and as of any Distribution Date prior to the first anniversary of

the Cut-Off Date, 3% of the aggregate Scheduled Principal Balances of the Group

I Mortgage Loans. As of any Distribution Date from the first and through the

second anniversary of the Cut-off Date, (1) the lesser of (a) the Group I Fraud

Loss Amount as of the most recent anniversary of the Cut-off Date and (b) 2% of

the aggregate outstanding principal balance of all Group I Mortgage Loans as of

the most recent anniversary of the Cut-off Date minus (2) the Fraud Losses that

would have been allocated to the Group I Subordinate Certificates in the absence

of the Group I Loss Allocation Limit since the most recent anniversary of the

Cut-off Date. As of any Distribution Date from the second and through the fifth

anniversary of the Cut-off Date, (1) the lesser of (a) the Group I Fraud Loss

Amount as of the most recent anniversary of the Cut-off Date and (b) 1% of the

aggregate outstanding principal balance of all Group I Mortgage Loans as of the

most recent anniversary of the Cut-off Date minus (2) the Fraud Losses that

would have been allocated to the Group I Subordinate Certificates in the absence

of the Group I Loss Allocation Limit since the most recent anniversary of the

Cut-off Date. After the fifth anniversary of the Cut-off Date, the Group I Fraud

Loss Amount shall be zero.

GROUP I LOSS ALLOCATION LIMIT: The meaning specified in Subsection

6.03(a)(iv) hereof.

GROUP I MORTGAGE LOANS: The Mortgage Loans included as part of Loan

Group I on the Mortgage Loan Schedule.

GROUP I NON-OFFERED CERTIFICATES: The Class I-B-4, Class I-B-5 and

Class I-B-6 Certificates.

GROUP I OFFERED CERTIFICATES: The Group I Senior Certificates and Group

I Offered Subordinate Certificates.

GROUP I OFFERED SUBORDINATE CERTIFICATES: The Class I-B-1, Class I-B-2

and Class I-B-3 Certificates.

GROUP I ORIGINAL SUBORDINATE PRINCIPAL BALANCE: The aggregate Current

Principal Amount of the Group I Subordinate Certificates as of the Closing Date.

GROUP I SENIOR CERTIFICATES: The Class I-A-1, Class I-A-2, Class I-A-3,

Class I-PO, Class I-X, Class I-R-1 and Class I-R-2 Certificates.

GROUP I SPECIAL HAZARD LOSS AMOUNT: Upon the initial issuance of the

Group I Certificates, approximately $2,690,310. As of any Distribution Date, the

Group I Special Hazard Loss Amount will equal the initial Group I Special Hazard

Loss Amount, minus the sum of (i) the aggregate amount of Special Hazard Losses

that would have been previously allocated to the Group I Subordinate

Certificates in the absence of the Group I Loss Allocation Limit and (ii) the

Group I Adjustment Amount.

GROUP I SPECIAL HAZARD TERMINATION DATE: The Distribution Date upon

which the Group I Special Hazard Loss Amount has been reduced to zero or a

negative number (or the Group I Cross-Over Date, if earlier).

GROUP I SUBORDINATE CERTIFICATE WRITEDOWN AMOUNT: With respect to the

Group I Subordinate Certificates, the amount by which (x) the sum of the Current

Principal Amounts of the Group I Certificates (after giving effect to the

distribution of principal and the allocation of Realized Losses in reduction of

the Current Principal Amounts of the Group I Certificates on such Distribution

Date) exceeds (y) the Scheduled Principal Balances of the Group I Mortgage Loans

on the Due Date related to such Distribution Date.

GROUP I SUBORDINATE CERTIFICATES: The Group I Offered Subordinate

Certificates and Group I Non-Offered Certificates.

GROUP I SUBORDINATE OPTIMAL PRINCIPAL AMOUNT: With respect to the Group

I Subordinate Certificates and each Distribution Date, an amount equal to the

sum of the following from each Subgroup (but in no event greater than the

aggregate Current Principal Amount of the Group I Subordinate Certificates

immediately prior to such Distribution Date):

(i) the Group I Subordinate Percentage of the Non-PO

Percentage of the principal portion of all Monthly Payments due on each Group I

Mortgage Loan in the related Subgroup on the related Due Date, as specified in

the amortization schedule at the time applicable thereto (after adjustment for

previous principal prepayments but before any adjustment to such amortization

schedule by reason of any bankruptcy or similar proceeding or any moratorium or

similar waiver or grace period);

(ii) the Group I Subordinate Prepayment Percentage of the

Non-PO Percentage of the Scheduled Principal Balance of each Group I Mortgage

Loan in the related Subgroup which was the subject of a prepayment in full

received by the Master Servicer during the applicable Prepayment Period;

(iii) the Group I Subordinate Prepayment Percentage of the

Non-PO Percentage of all partial prepayments of principal received during the

applicable Prepayment Period for each Group I Mortgage Loan in the related

Subgroup;

(iv) the excess, if any, of (a) the Net Liquidation Proceeds

allocable to principal received during the related Prepayment Period in respect

of each Liquidated Mortgage Loan in the related Subgroup over (b) the sum of the

amounts distributable to the holders of the Group I Senior Certificates pursuant

to clause (4) of the definition of "Subgroup Principal Distribution Amount" and

"Class I-PO Certificate Principal Distribution Amount" on such Distribution

Date;

(v) the Group I Subordinate Prepayment Percentage of the

Non-PO Percentage of the sum of (a) the Scheduled Principal Balance of each

Group I Mortgage Loan in the related Subgroup which was repurchased by the

Seller in connection with such Distribution Date and (b) the difference, if any,

between the Scheduled Principal Balance of a Group I Mortgage Loan in the

related Subgroup that has been replaced by the Seller with a substitute Group I

Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement in connection

with such Distribution Date and the Scheduled Principal Balance of such

substitute Mortgage Loan; and

(vi) on the Distribution Date on which the Current Principal

Amounts of the Group I Senior Certificates (other than the Class I-X

Certificates and Class I-PO Certificates) have all been reduced to zero, 100% of

any Subgroup Principal Distribution Amount.

GROUP I SUBORDINATE PERCENTAGE: As of any Distribution Date and with

respect to any Subgroup, 100% minus the related Subgroup Senior Percentage for

the Group I Senior Certificates related to such Subgroup. The initial Group I

Subordinate Percentage for each Subgroup will be equal to approximately 1.61%.

GROUP I SUBORDINATE PREPAYMENT PERCENTAGE: As of any Distribution Date

and with respect to any Subgroup, 100% minus the related Subgroup Senior

Prepayment Percentage for such Subgroup, except that on any Distribution Date

after the Current Principal Amount of each Class of Group I Senior Certificates

have each been reduced to zero, the Group I Subordinate Prepayment Percentage

for the Group I Subordinate Certificates with respect to such Subgroup will

equal 100%.

GROUP II ADJUSTMENT AMOUNT: For each anniversary of the Cut-off Date,

the amount, if any, by which the Group II Special Hazard Loss Amount (without

giving effect to the deduction of the Group II Adjustment Amount for such

anniversary) exceeds the lesser of (A) an amount calculated by the Seller and

approved by the related Rating Agencies, which amount shall not be less than

$500,000, and (B) the greater of (x) 1.0% (or if greater than 1.0%, the highest

percentage of Group II Mortgage Loans by principal balance secured by Mortgaged

Properties in any California zip code) of the outstanding principal balance of

all Group II Mortgage Loans on the Distribution Date immediately preceding such

anniversary and (y) twice the outstanding principal balance of the Group II

Mortgage Loan which has the largest outstanding principal balance on the

Distribution Date immediately preceding such anniversary.

GROUP II ALLOCABLE SHARE: With respect to any Class of Group II

Subordinate Certificates (other than the Class II-XB Certificates) on any

Distribution Date will generally equal such Class's pro rata share (based on the

Current Principal Amount of each Class entitled thereto) of the sum of each of

the components of the definition of Group II Subordinate Optimal Principal

Amount; provided, that except as described in the succeeding sentence, no Class

of Group II Subordinate Certificates (other than the Class II-XB Certificates

and 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 (2), (3) and (5) of the definition of Group II

Subordinate Optimal Principal Amount unless the Class Prepayment Distribution

Trigger for the related Class is satisfied for such Distribution Date. If on any

Distribution Date the Current Principal Amount of any Class of Group II

Subordinate Certificates (other than the Class II-XB Certificates) for which the

related Class Prepayment Distribution Trigger was satisfied on such Distribution

Date is reduced to zero, any amounts distributable to such Class pursuant to

clauses (2), (3) and (5) of the definition of Group II Subordinate Optimal

Principal Amount, to the extent of such Class's remaining Group II Allocable

Share, shall be distributed to the remaining Classes of Group II Subordinate

Certificates (other than the Class II-XB Certificates) in reduction of their

respective Current Principal Amounts, sequentially, in the order of their

numerical Class designations.

GROUP II AVAILABLE FUNDS: For any Distribution Date and Loan Group II,

an amount which generally includes, (1) all previously undistributed payments on

account of principal (including the principal portion of Monthly Payments,

Principal Prepayments and the principal amount of Net Liquidation Proceeds) and

all previously undistributed payments on account of interest received after the

Cut-Off Date and on or prior to the related Determination Date, (2) any Monthly

Advances and Compensating Interest made by the Master Servicer or a Servicer for

such Distribution Date in respect of the Group II Mortgage Loans and (3) any

amounts reimbursed by the Master Servicer in connection with losses on certain

eligible investments, net of Loan Group II's pro rata share (based on the

aggregate Scheduled Principal Balance) of all fees payable to, and amounts

reimbursable to, the Servicers, the Master Servicer, the Securities

Administrator, the Trustee and the Custodian as provided in this Agreement and

the Custodial Agreement and investment earnings on amounts on deposit in the

Master Servicer Collection Account and the Distribution Account.

GROUP II BANKRUPTCY COVERAGE TERMINATION DATE: The Distribution Date

upon which the Group II Bankruptcy Loss Amount has been reduced to zero or a

negative number (or the Group II Cross-Over Date, if earlier).

GROUP II BANKRUPTCY LOSS AMOUNT: On each Distribution Date, $150,000,

subject to reduction as described in the Agreement, minus the aggregate amount

of previous Bankruptcy Losses with respect to the Group II Mortgage Loans.

GROUP II CERTIFICATES: The Group II Offered Certificates and Group II

Non-Offered Certificates.

GROUP II CROSS-OVER DATE: The Distribution Date on which the Current

Principal Amounts of the Group II Subordinate Certificates are reduced to zero.

GROUP II FRAUD COVERAGE TERMINATION DATE: The Distribution Date upon

which the Group II Fraud Loss Amount has been reduced to zero or a negative

number (or the Group II Cross-Over Date, if earlier).

GROUP II FRAUD LOSS AMOUNT: Upon the initial issuance of the Group II

Certificates and as of any Distribution Date prior to the first anniversary of

the Cut-Off Date, 3% of the aggregate Scheduled Principal Balances of the Group

II Mortgage Loans. As of any Distribution Date from the first and through the

second anniversary of the Cut-off Date, (1) the lesser of (a) the Group II Fraud

Loss Amount as of the most recent anniversary of the Cut-off Date and (b) 2% of

the aggregate outstanding principal balance of all Group II Mortgage Loans as of

the most recent anniversary of the Cut-off Date minus (2) the Fraud Losses that

would have been allocated to the Group II Subordinate Certificates in the

absence of the Group II Loss Allocation Limit since the most recent anniversary

of the Cut-off Date. As of any Distribution Date from the second and through the

fifth anniversary of the Cut-off Date, (1) the lesser of (a) the Group II Fraud

Loss Amount as of the most recent anniversary of the Cut-off Date and (b) 1% of

the aggregate outstanding principal balance of all Group II Mortgage Loans as of

the most recent anniversary of the Cut-off Date minus (2) the Fraud Losses that

would have been allocated to the Group II Subordinate Certificates in the

absence of the Group II Loss Allocation Limit since the most recent anniversary

of the Cut-off Date. After the fifth anniversary of the Cut-off Date, the Group

II Fraud Loss Amount shall be zero.

GROUP II LOSS ALLOCATION LIMIT: The meaning specified in Subsection

6.03(b)(ii) hereof.

GROUP II MORTGAGE LOANS: The Mortgage Loans included as part of Loan

Group II on the Mortgage Loan Schedule.

GROUP II NON-OFFERED CERTIFICATES: The Class II-B-4, Class II-B-5 and

Class II-B-6 Certificates.

GROUP II OFFERED CERTIFICATES: The Group II Senior Certificates and

Group II Offered Subordinate Certificates.

GROUP II OFFERED SUBORDINATE CERTIFICATES: The Class II-B-1, Class

II-B-2, Class II-B-3 and Class II-XB Certificates.

GROUP II ORIGINAL SUBORDINATE PRINCIPAL BALANCE: The aggregate Current

Principal Amount of the Group II Subordinate Certificates as of the Closing

Date.

GROUP II SENIOR CERTIFICATES: The Class II-A-1, Class II-X and Class

II-R-1 Certificates.

GROUP II SENIOR OPTIMAL PRINCIPAL AMOUNT: With respect to the Group II

Senior Certificates and each Distribution Date, an amount equal to the sum of

the following (but in no event greater than the aggregate Current Principal

Amounts of the Group II Senior Certificates immediately prior to such

Distribution Date):

(1) the Group II Senior Percentage of the principal portion of

all Monthly Payments due on the Group II Mortgage Loans on the related

Due Date, as specified in the amortization schedule at the time

applicable thereto (after adjustment for previous principal

prepayments but before any adjustment to such amortization schedule by

reason of any bankruptcy or similar proceeding or any moratorium or

similar waiver or grace period);

(2) the Group II Senior Prepayment Percentage of the Scheduled

Principal Balance of each Group II Mortgage Loan which was the subject

of a prepayment in full received by the Master Servicer during the

applicable Prepayment Period;

(3) the Group II Senior Prepayment Percentage of all partial

prepayments allocated to principal received during the applicable

Prepayment Period;

(4) the lesser of (a) the Group II Senior Prepayment

Percentage of the sum of (i) all Net Liquidation Proceeds allocable to

principal received in respect of each Group II Mortgage Loan which

became a Liquidated Mortgage Loan during the related Prepayment Period

(other than Group II Mortgage Loans described in the immediately

following clause (ii)) and all Subsequent Recoveries received in

respect of each Liquidated Mortgage Loan during the related Due Period

and (ii) the Scheduled Principal Balance of each such Group II

Mortgage Loan 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 Group II Senior

Percentage of the sum of (i) the Scheduled Principal Balance of each

Group II Mortgage Loan which became a Liquidated Mortgage Loan during

the related Prepayment Period (other than the Group II Mortgage Loans

described in the immediately following clause (ii)) and all Subsequent

Recoveries received in respect of each Liquidated Mortgage Loan during

the related Due Period and (ii) the Scheduled Principal Balance of

each such Group II Mortgage Loan that was purchased by an insurer from

the Trustee during the related Prepayment Period pursuant to the

related primary mortgage insurance policy, if any or otherwise; and

(5) the Group II Senior Prepayment Percentage of the sum of

(a) the Scheduled Principal Balance of each Group II Mortgage Loan

which was repurchased by the Seller in connection with such

Distribution Date and (b) the excess, if any, of the Scheduled

Principal Balance of each Group II Mortgage Loan that has been

replaced by the Seller with a substitute Group II Mortgage Loan

pursuant to the Mortgage Loan Purchase Agreement in connection with

such Distribution Date over the Scheduled Principal Balance of each

such substitute Group II Mortgage Loan.

GROUP II SENIOR PERCENTAGE: The lesser of (a) 100% and (b) the

percentage (carried to six places rounded up) obtained by dividing the Current

Principal Amount of the Group II Senior Certificates, immediately prior to such

Distribution Date, by the aggregate Scheduled Principal Balance of the Group II

Mortgage Loans as of the beginning of the related Due Period. The initial Group

II Senior Percentage will be approximately 94.75%.

GROUP II SENIOR PREPAYMENT PERCENTAGE: On any Distribution Date

occurring during the periods set forth below will be as follows:

<TABLE>

PERIOD (DATES INCLUSIVE) GROUP II SENIOR PREPAYMENT PERCENTAGE

------------------------ -------------------------------------

<S> <C>

July 25, 2005 - June 25, 2010 100%

July 25, 2010 - June 25, 2011 Group II Senior Percentage plus 70% of the Group II

Subordinate Percentage.

July 25, 2011 - June 25, 2012 Group II Senior Percentage plus 60% of the Group II

Subordinate Percentage.

July 25, 2012 - June 25, 2013 Group II Senior Percentage plus 40% of the Group II

Subordinate Percentage

July 25, 2013 - June 25, 2014 Group II Senior Percentage plus 20% of the Group II

Subordinate Percentage.

July 25, 2014 and thereafter Group II Senior Percentage.

</TABLE>

Any scheduled reduction to the Group II Senior Prepayment Percentage

shall not be made as of any Distribution Date unless, as of the last day of the

month preceding such Distribution Date (1) the aggregate Scheduled Principal

Balance of the Group II Mortgage Loans delinquent 60 days or more (including for

this purpose any such Group II Mortgage Loans in foreclosure and such Group II

Mortgage Loans with respect to which the related Mortgaged Property has been

acquired by the trust) averaged over the last six months, as a percentage of the

aggregate Current Principal Amount of the Group II Subordinate Certificates does

not exceed 50% and (2) cumulative Realized Losses on the Group II Mortgage Loans

do not exceed (a) 30% of the aggregate Current Principal Amount of the Group II

Original Subordinate Principal Balance if such Distribution Date occurs between

and including July 2010 and June 2011, (b) 35% of the Group II Original

Subordinate Principal Balance if such Distribution Date occurs between and

including July 2011 and June 2012, (c) 40% of the Group II Original Subordinate

Principal Balance if such Distribution Date occurs between and including July

2012 and June 2013, (d) 45% of the Group II Original Subordinate Principal

Balance if such Distribution Date occurs between and including July 2013 and

June 2014, and (e) 50% of the Group II Original Subordinate Principal Balance if

such Distribution Date occurs during or after July 2014.

Notwithstanding the foregoing, if on any Distribution Date, the

percentage the numerator of which is the aggregate Current Principal Amount of

the Group II Senior Certificates (other than the Class II-X Certificates)

immediately preceding such Distribution Date, and the denominator of which is

the Scheduled Principal Balance of the Group II Mortgage Loans as of the

beginning of the related Due Period, exceeds such percentage as of the Cut-off

Date, then the Group II Senior Prepayment Percentage with respect to the Group

II Senior Certificates for such Distribution Date will equal 100%.

GROUP II SPECIAL HAZARD LOSS AMOUNT: Upon the initial issuance of the

Group II Certificates, approximately $1,953,350. As of any Distribution Date,

the Group II Special Hazard Loss Amount will equal the initial Group II Special

Hazard Loss Amount, minus the sum of (i) the aggregate amount of Special Hazard

Losses that would have been previously allocated to the Group II Subordinate

Certificates in the absence of the Group II Loss Allocation Limit and (ii) the

Group II Adjustment Amount.

GROUP II SPECIAL HAZARD TERMINATION DATE: The Distribution Date upon

which the Group II Special Hazard Loss Amount has been reduced to zero or a

negative number (or the Group II Cross-Over Date, if earlier).

GROUP II SUBORDINATE CERTIFICATE WRITEDOWN AMOUNT: With respect to the

Group II Subordinate Certificates, the amount by which (x) the sum of the

Current Principal Amounts of the Group II Certificates (after giving effect to

the distribution of principal and the allocation of Realized Losses in reduction

of the Current Principal Amounts of the Group II Certificates, other than the

Class II-XB Certificates, on such Distribution Date) exceeds (y) the Scheduled

Principal Balances of the Group II Mortgage Loans on the Due Date related to

such Distribution Date.

GROUP II SUBORDINATE CERTIFICATES: The Group II Offered Subordinate

Certificates and Group II Non-Offered Certificates.

GROUP II SUBORDINATE OPTIMAL PRINCIPAL AMOUNT: With respect to the

Group II Subordinate Certificates (other than the Class II-XB Certificates) and

each Distribution Date will be an amount equal to the sum of the following (but

in no event greater than the aggregate Current Principal Amount of the Group II

Subordinate Certificates (other than the Class II-XB Certificates) immediately

prior to such Distribution Date):

(i) the Group II Subordinate Percentage of the principal

portion of all Monthly Payments due on each Group II Mortgage Loan 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 Group II Subordinate Prepayment Percentage of the

Scheduled Principal Balance of each Group II Mortgage Loan which was the subject

of a prepayment in full received by the Master Servicer during the applicable

Prepayment Period;

(iii) the Group II Subordinate Prepayment Percentage of all

partial prepayments of principal received during the applicable Prepayment

Period for each Group II Mortgage Loan;

(iv) the excess, if any, of (a) the Net Liquidation Proceeds

allocable to principal received during the related Prepayment Period in respect

of each Liquidated Mortgage Loan in Loan Group II over (b) the sum of the

amounts distributable to the holders of the Group II Senior Certificates

pursuant to clause (4) of the definition of "Group II Senior Optimal Principal

Amount" on such Distribution Date;

(v) the Group II Subordinate Prepayment Percentage of (a) the

Scheduled Principal Balance of each Group II Mortgage Loan which was repurchased

by the Seller in connection with such Distribution Date and (b) the difference,

if any, between the Scheduled Principal Balance of a Group II Mortgage Loan that

has been replaced by the Seller with a substitute Group II Mortgage Loan

pursuant to the Mortgage Loan Purchase Agreement in connection with such

Distribution Date and the Scheduled Principal Balance of such substitute

Mortgage Loan; and

(vi) on the Distribution Date on which the Current Principal

Amounts of the Group II Senior Certificates have all been reduced to zero, 100%

of any Group II Senior Optimal Principal Amount.

GROUP II SUBORDINATE PERCENTAGE: As of any Distribution Date and with

respect to Group II Certificates, 100% minus the Group II Senior Percentage for

the Group II Senior Certificates. The initial Group II Subordinate Percentage

will be equal to approximately 5.25%.

GROUP II SUBORDINATE PREPAYMENT PERCENTAGE: As of any Distribution Date

and with respect to Group II Certificates, 100% minus the Group II Senior

Prepayment Percentage, except that on any Distribution Date after the Current

Principal Amount of each Class of Group II Senior Certificates have each been

reduced to zero, the Group II Subordinate Prepayment Percentage for the Group II

Subordinate Certificates will equal 100%.

HOLDER: The Person in whose name a Certificate is registered in the

related Certificate Register, except that, subject to Subsections 11.02(b) and

11.05(e), solely for the purpose of giving any consent pursuant to this

Agreement, any Certificate registered in the name of the Depositor, the Master

Servicer or the Trustee or any Affiliate thereof shall be deemed not to be

outstanding and the Fractional Undivided Interest evidenced thereby shall not be

taken into account in determining whether the requisite percentage of Fractional

Undivided Interests necessary to effect any such consent has been obtained.

INDEMNIFIED PERSONS: The Trustee, the Master Servicer, the Custodian

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.

INDEPENDENT: When used with respect to any specified Person, this term

means that such Person (a) is in fact independent of the Depositor or the Master

Servicer and of any Affiliate of the Depositor or the Master Servicer, (b) does

not have any direct financial interest or any material indirect financial

interest in the Depositor or the Master Servicer or any Affiliate of the

Depositor or the Master Servicer and (c) is not connected with the Depositor or

the Master Servicer or any Affiliate as an officer, employee, promoter,

underwriter, trustee, partner, director or person performing similar functions.

INDIVIDUAL CERTIFICATE: Any Non-Offered Certificate registered in the

name of the Holder other than the Depository or its nominee.

INITIAL CERTIFICATION: The certification substantially in the form of

Exhibit One to the Custodial Agreement.

INSTITUTIONAL ACCREDITED INVESTOR: Any Person meeting the requirements

of Rule 501(a)(l), (2), (3) or (7) of Regulation D under the Securities Act or

any entity all of the equity holders in which come within such paragraphs.

INSURANCE POLICY: With respect to any Mortgage Loan, any standard

hazard insurance policy, flood insurance policy or title insurance policy.

INSURANCE PROCEEDS: Amounts paid by the insurer under any Insurance

Policy covering any Mortgage Loan or Mortgaged Property other than amounts

required to be paid over to the Mortgagor pursuant to law or the related

Mortgage Note or Security Instrument and other than amounts used to repair or

restore the Mortgaged Property or to reimburse insured expenses.

INTEREST ACCRUAL PERIOD: For each Class of Certificates and for any

Distribution Date, the calendar month preceding the month in which such

Distribution Date occurs.

INTEREST DETERMINATION DATE: With respect to each Distribution Date,

the second LIBOR Business Day immediately preceding the commencement of the

related Interest Accrual Period.

INTEREST ONLY CERTIFICATES: The Class I-X, Class II-X and Class II-XB

Certificates.

INTEREST SHORTFALL: With respect to any Distribution Date and each

Mortgage Loan that during the related Prepayment Period was the subject of a

Principal Prepayment or constitutes a Relief Act Mortgage Loan, an amount

determined as follows:

(A) Partial principal prepayments received during the relevant

Prepayment Period: The difference between (i) one month's interest at the

applicable Net Mortgage Rate on the amount of such prepayment and (ii) the

amount of interest for the calendar month of such prepayment (adjusted to the

applicable Net Mortgage Rate) received at the time of such prepayment;

(B) Principal prepayments in full received during the relevant

Prepayment Period: The difference between (i) one month's interest at the

applicable Net Mortgage Rate on the Scheduled Principal Balance of such Mortgage

Loan immediately prior to such prepayment and (ii) the amount of interest for

the calendar month of such prepayment (adjusted to the applicable Net Mortgage

Rate) received at the time of such prepayment; and

interest (or, in the case of a principal prepayment in full, interest to the

date of prepayment) on the Scheduled Principal Balance thereof (or, in the case

of a principal prepayment in part, on the amount so prepaid) at the related Net

Mortgage Rate over (ii) 30 days' interest (or, in the case of a principal

prepayment in full, interest to the date of prepayment) on such Scheduled

Principal Balance (or, in the case of a Principal Prepayment in part, on the

amount so prepaid) at the Net Mortgage Rate required to be paid by the Mortgagor

as limited by application of the Relief Act.

INTERIM CERTIFICATION: The certification substantially in the form of

Exhibit Two to the Custodial Agreement.

INVESTMENT LETTER: The letter to be furnished by each Institutional

Accredited Investor which purchases any of the Class I-B-4, Class I-B-5 or Class

I-B-6 Certificates in connection with such purchase, substantially in the form

set forth as Exhibit F-1 hereto.

ISSUER: Prime Mortgage Trust 2005-2.

LENDER-PAID PMI RATE: With respect to each Mortgage Loan covered by a

lender-paid primary mortgage insurance policy, the amount payable to the related

insurer, as stated in the Mortgage Loan Schedule.

LIBOR: With respect to any Distribution Date, the arithmetic mean of

the London interbank offered rate quotations for one-month U.S. Dollar deposits,

expressed on a per annum basis, determined in accordance with Section 1.02.

LIBOR BUSINESS DAY: Any day other than (i) a Saturday or Sunday or (ii)

a day on which banking institutions in London, England and New York City are

required or authorized to by law to be closed.

LIQUIDATED MORTGAGE LOAN: Any defaulted Mortgage Loan as to which the

related Servicer or the Master Servicer has determined that all amounts it

expects to recover from or on account of such Mortgage Loan have been recovered.

LIQUIDATION DATE: With respect to any Liquidated Mortgage Loan, the

date on which the Master Servicer or the related Servicer has certified that

such Mortgage Loan has become a Liquidated Mortgage Loan.

LIQUIDATION EXPENSES: With respect to a Mortgage Loan in liquidation,

unreimbursed expenses paid or incurred by or for the account of the Master

Servicer or the related Servicer in connection with the liquidation of such

Mortgage Loan and the related Mortgage Property, such expenses including (a)

property protection expenses, (b) property sales expenses, (c) foreclosure and

sale costs, including court costs and reasonable attorneys' fees, and (d)

similar expenses reasonably paid or incurred in connection with liquidation.

LIQUIDATION PROCEEDS: Cash received in connection with the liquidation

of a defaulted Mortgage Loan, whether through trustee's sale, foreclosure sale,

Insurance Proceeds, condemnation proceeds or otherwise and any Subsequent

Recoveries.

LOAN GROUP: Any of Loan Group I or Loan Group II.

LOAN GROUP I: The Mortgage Loans identified as part of Loan Group I on

the Mortgage Loan Schedule.

LOAN GROUP II: The Mortgage Loans identified as part of Loan Group II

on the Mortgage Loan Schedule.

LOAN-TO-VALUE RATIO: With respect to any Mortgage Loan, 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

Original Value of the related Mortgaged Property.

LOSS ALLOCATION LIMIT: Group I Loss Allocation Limit or Group II Loss

Allocation Limit.

LOSS SEVERITY PERCENTAGE: With respect to any Distribution Date, the

percentage equivalent of a fraction, the numerator of which is the amount of

Realized Losses incurred on a Mortgage Loan and the denominator of which is the

Scheduled Principal Balance of such Mortgage Loan immediately prior to the

liquidation of such Mortgage Loan.

LOST NOTES: The original Mortgage Notes that have been lost, as

indicated on the Mortgage Loan Schedule.

MASTER SERVICER: As of the Closing Date, Wells Fargo Bank, N.A. and,

thereafter, its respective successors in interest who meet the qualifications of

the Servicing Agreements and this Agreement.

MASTER SERVICER CERTIFICATION: A written certification covering

servicing of the Mortgage Loans by the 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 superceded 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 and the Depositor following a negotiation in good faith to

determine how to comply with any such new requirements.

MASTER SERVICER COLLECTION ACCOUNT: The trust account or accounts

created and maintained pursuant to Section 4.02, which shall be denominated

"U.S. Bank National Association, as Trustee f/b/o holders of Structured Asset

Mortgage Investments II Inc., Prime Mortgage Trust, Certificates, Series 2005-2

- Master Servicer Collection Account." The Master Servicer Collection Account

shall be an Eligible Account.

MASTER SERVICING COMPENSATION: The meaning specified in Section 3.14.

MASTER SERVICING FEE: As to each Mortgage Loan and any Distribution

Date, an amount payable out of each full payment of interest received on such

Mortgage Loan and equal to the sum of (i) one-twelfth of the Master Servicing

Fee Rate multiplied by the Scheduled Principal Balance of such Mortgage Loan as

of the first day of the related Due Period, subject to reduction as provided in

Section 3.14.

MASTER SERVICING FEE RATE: With respect to each Mortgage Loan, 0.0175%

per annum.

MATERIAL DEFECT: The meaning specified in Section 2.02(a).

MERS: Mortgage Electronic Registration Systems, Inc., a corporation

organized and existing under the laws of the State of Delaware, or any successor

thereto.

MERS(R) 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(R) 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, or as

nominee for any subsequent assignee of the originator pursuant to an assignment

of mortgage to MERS.

MONTHLY ADVANCE: An advance of principal or interest required to be

made by the applicable Servicer pursuant to the related Servicing Agreement or

the Master Servicer pursuant to Section 6.06.

MOODY'S: Moody's Investors Service, Inc. or its successor in interest.

MORTGAGE FILE: The mortgage documents listed in Section 2.01(b)

pertaining to a particular Mortgage Loan and any additional documents required

to be added to the Mortgage File pursuant to this Agreement.

MORTGAGE INTEREST RATE: The annual rate at which interest accrues from

time to time on any Mortgage Loan pursuant to the related Mortgage Note, which

rate is initially equal to the "Mortgage Interest Rate" set forth with respect

thereto on the Mortgage Loan Schedule.

MORTGAGE LOAN: A mortgage loan transferred and assigned to the Trustee

pursuant to Section 2.01 or Section 2.04 and held as a part of the Trust Fund,

as identified in the Mortgage Loan Schedule (which shall include, without

limitation, (i) with respect to each Cooperative Loan, the related Mortgage

Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock

Certificate, Cooperative Lease and Mortgage File and all rights appertaining

thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative

Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights

appertaining thereto), including a mortgage loan the property securing which has

become an REO Property. Notwithstanding any provision in this Agreement to the

contrary, in no event shall the term "Mortgage Loan" include any Underlying

Mortgage Loan.

MORTGAGE LOAN PURCHASE AGREEMENT: The Mortgage Loan Purchase Agreement

dated as of June 30, 2005, between EMC Mortgage Corporation, as seller, and

Structured Asset Mortgage Investments II Inc., as purchaser, and all amendments

thereof and supplements thereto, attached as Exhibit J.

MORTGAGE LOAN SCHEDULE: The schedule, attached hereto as Exhibit B with

respect to the Mortgage Loans and as amended from time to time to reflect the

repurchase or substitution of Mortgage Loans pursuant to this Agreement.

MORTGAGE NOTE: The originally executed note or other evidence of the

indebtedness of a Mortgagor under the related Mortgage Loan.

MORTGAGED PROPERTY: Land and improvements securing the indebtedness of

a Mortgagor under the related Mortgage Loan or, in the case of REO Property,

such REO Property, or, in the case of a Cooperative Loan, the related

Cooperative Lease and Cooperative Stock. In no event, however, shall the term

"Mortgaged Property" include any mortgaged property or real estate owned

property relating to an Underlying Mortgage Loan.

MORTGAGOR: The obligor on a Mortgage Note.

NATIONAL CITY: National City Mortgage Co., or its successor in

interest.

NATIONAL CITY SERVICING AGREEMENT: The Purchase, Warranties and

Servicing Agreement, dated as of October 1, 2001, between the Seller and

National City, attached hereto as Exhibit H-7, and as modified by the related

Assignment Agreement.

NAVY FEDERAL: Navy Federal Credit Union, or its successor in interest.

NAVY FEDERAL SERVICING AGREEMENT: The Purchase, Warranties and

Servicing Agreement, dated as of June 1, 2002, between the Seller and U.S.

Central Credit Union, attached hereto as Exhibit H-8, and as modified by the

related Assignment Agreement.

NET INTEREST SHORTFALL: With respect to any Distribution Date, the

Interest Shortfall, if any, for such Distribution Date net of Compensating

Interest Payments made with respect to such Distribution Date.

NET LIQUIDATION PROCEEDS: As to any Liquidated Mortgage Loan,

Liquidation Proceeds net of (i) Liquidation Expenses which are payable therefrom

to the related Servicer or the Master Servicer in accordance with the related

Servicing Agreement or this Agreement and (ii) unreimbursed advances by the

related Servicer or the Master Servicer and Monthly Advances.

NET MORTGAGE RATE: With respect to each Mortgage Loan, the Mortgage

Interest Rate in effect from time to time less the Servicing Fee (expressed as a

per annum rate).

NON-OFFERED CERTIFICATES: Group I Non-Offered Certificates and Group II

Non-Offered Certificates.

NON-PO PERCENTAGE: With respect to any Mortgage Loan with a Net

Mortgage Rate less than 4.7500% per annum, a fraction, expressed as a

percentage, (x) the numerator of which is equal to the related Net Mortgage

Rate, and (y) the denominator of which is equal to 4.7500% per annum. With

respect to all other loans, 100%.

NONRECOVERABLE ADVANCE: With respect to any Mortgage Loan, any advance

or Monthly Advance (i) which was previously made or is proposed to be made by

the Master Servicer, the Trustee (as successor Master Servicer) or the

applicable Servicer and (ii) which, in the good faith judgment of the Master

Servicer, the Trustee or the applicable Servicer, will not or, in the case of a

proposed advance or Monthly Advance, would not, be ultimately recoverable by the

Master Servicer, the Trustee (as successor Master Servicer) or the applicable

Servicer from Liquidation Proceeds, Insurance Proceeds or future payments on the

Mortgage Loan for which such advance or Monthly Advance was made or is proposed

to be made.

NOTIONAL AMOUNT: The Notional Amount of the Class I-X Certificates, as

of any date of determination, is equal to the aggregate Scheduled Principal

Balance of the Group I Mortgage Loans with a Net Mortgage Rate greater than

5.2500% per annum. For federal income tax purposes, however, the Notional Amount

of the Class I-X Certificates is an amount equal to the Uncertificated Notional

Amount of REMIC I Regular Interest X. The Notional Amount of the Class II-X

Certificates, as of any date of determination, is equal to the aggregate

Scheduled Principal Balance of the Group II Mortgage Loans. For federal income

tax purposes, however, the Notional Amount of the Class II-X Certificates is an

amount equal to the Uncertificated Notional Amount of REMIC II Regular Interest

II-X. The Notional Amount of the Class II-XB Certificates, as of any date of

determination, is equal to the aggregate Current Principal Amount of the Class

II-B-1, Class II-B-2 and Class II-B-3 Certificates. For federal income tax

purposes, however, the Notional Amount of the Class II-XB Certificates is the

aggregate Uncertificated Principal Balance of REMIC II Regular Interest II-B-1,

REMIC II Regular Interest II-B-2 and REMIC II Regular Interest II-B-3.

OFFICER'S CERTIFICATE: A certificate signed by the Chairman of the

Board, the Vice Chairman of the Board, the President or a Vice President or

Assistant Vice President or other authorized officer of the Master Servicer or

the Depositor, as applicable, and delivered to the Trustee, as required by this

Agreement.

OPINION OF COUNSEL: A written opinion of counsel who is or are

acceptable to the Trustee or the Master Servicer, as applicable, and who, unless

required to be Independent (an "Opinion of Independent Counsel"), may be

internal counsel for the Company, the Master Servicer or the Depositor.

ORIGINAL SUBORDINATE PRINCIPAL BALANCE: The Group I Original

Subordinate Principal Balance or Group II Original Subordinate Principal

Balance.

ORIGINAL VALUE: The lesser of (i) the Appraised Value or (ii) the sales

price of a Mortgaged Property at the time of origination of a Mortgage Loan,

except in instances where either clauses (i) or (ii) is unavailable, the other

may be used to determine the Original Value, or if both clauses (i) and (ii) are

unavailable, Original Value may be determined from other sources reasonably

acceptable to the Depositor.

OUTSTANDING MORTGAGE LOAN: With respect to any Due Date, a Mortgage

Loan which, prior to such Due Date, was not the subject of a Principal

Prepayment in full, did not become a Liquidated Mortgage Loan and was not

purchased or replaced.

OUTSTANDING PRINCIPAL BALANCE: As of the time of any determination, the

principal balance of a Mortgage Loan remaining to be paid by the Mortgagor, or,

in the case of an REO Property, the principal balance of the related Mortgage

Loan remaining to be paid by the Mortgagor at the time such property was

acquired by the Trust Fund less any Net Liquidation Proceeds with respect

thereto to the extent applied to principal.

PASS-THROUGH RATE: As to each Class of Certificates, the REMIC I

Regular Interests and the REMIC II Regular Interests, the rate of interest

determined as provided with respect thereto in Section 5.01(c). Any monthly

calculation of interest at a stated rate shall be based upon annual interest at

such rate divided by twelve.

PAYING AGENT: The Securities Administrator or any successor paying

agent appointed hereunder.

PERMITTED INVESTMENTS: Any one or more of the following obligations or

securities held in the name of the Trustee for the benefit of the related

Certificateholders:

(i) direct obligations of, and obligations the timely payment

of which are fully guaranteed by the United States of America or any agency or

instrumentality of the United States of America the obligations of which are

backed by the full faith and credit of the United States of America;

(ii) (a) demand or time deposits, federal funds or bankers'

acceptances issued by any depository institution or trust company incorporated

under the laws of the United States of America or any state thereof (including

the Trustee, the Securities Administrator or the Master Servicer or its

Affiliates acting in its commercial banking capacity) and subject to supervision

and examination by federal and/or state banking authorities, provided that the

commercial paper and/or the short-term debt rating and/or the long-term

unsecured debt obligations of such depository institution or trust company at

the time of such investment or contractual commitment providing for such

investment have the Applicable Credit Rating or better from each Rating Agency

and (b) any other demand or time deposit or certificate of deposit that is fully

insured by the Federal Deposit Insurance Corporation;

(iii) repurchase obligations with respect to (a) any security

described in clause (i) above or (b) any other security issued or guaranteed by

an agency or instrumentality of the United States of America, the obligations of

which are backed by the full faith and credit of the United States of America,

in either case entered into with a depository institution or trust company

(acting as principal) described in clause (ii)(a) above where the Trustee holds

the security therefor;

(iv) securities bearing interest or sold at a discount issued

by any corporation (including the Trustee, the Securities Administrator or the

Master Servicer or its Affiliates) incorporated under the laws of the United

States of America or any state thereof that have the Applicable Credit Rating or

better from each Rating Agency at the time of such investment or contractual

commitment providing for such investment; provided, however, that securities

issued by any particular corporation will not be Permitted Investments to the

extent that investments therein will cause the then outstanding principal amount

of securities issued by such corporation and held as part of the Trust to exceed

10% of the aggregate Outstanding Principal Balances of all the Mortgage Loans

and Permitted Investments held as part of the Trust;

(v) commercial paper (including both non-interest-bearing

discount obligations and interest-bearing obligations payable on demand or on a

specified date not more than one year after the date of issuance thereof) having

the Applicable Credit Rating or better from each Rating Agency at the time of

such investment;

(vi) a Reinvestment Agreement issued by any bank, insurance

company or other corporation or entity;

(vii) any other demand, money market or time deposit,

obligation, security or investment as may be acceptable to each Rating Agency as

evidenced in writing by each Rating Agency to the Trustee; and

(viii) any money market or common trust fund having the

Applicable Credit Rating or better from each Rating Agency, including any such

fund for which the Trustee, the Securities Administrator or Master Servicer or

any affiliate of the Trustee, the Securities Administrator or Master Servicer

acts as a manager or an advisor; provided, however, that no instrument or

security shall be a Permitted Investment if such instrument or security

evidences a right to receive only interest payments with respect to the

obligations underlying such instrument or if such security provides for payment

of both principal and interest with a yield to maturity in excess of 120% of the

yield to maturity at par or if such instrument or security is purchased at a

price greater than par.

PERMITTED TRANSFEREE: Any Person other than a Disqualified Organization

or an "electing large partnership" (as defined by Section 775 of the Code).

PERSON: Any individual, corporation, partnership, joint venture,

association, limited liability company, joint-stock company, trust,

unincorporated organization or government or any agency or political subdivision

thereof.

PHH MORTGAGE: PHH Mortgage Corporation, or its successor in interest.

PHH MORTGAGE SERVICING AGREEMENT: The Mortgage Loan Flow Purchase, Sale

and Servicing Agreement, dated as of April 26, 2001, among the Seller, PHH

Mortgage and Bishop's Gate Residential Mortgage Trust, attached hereto as

Exhibit H-9, and as modified by the related Assignment Agreement.

PHYSICAL CERTIFICATES: The Residual Certificates and the Non-Offered

Certificates.

PO PERCENTAGE: With respect to any Discount Mortgage Loan, a fraction

expressed as a percentage, (x) the numerator of which is equal to 4.7500% minus

the related Net Mortgage Rate, and (y) the denominator of which is equal to

4.7500% per annum.

PREPAYMENT CHARGE: With respect to any Mortgage Loan, the charges or

premiums, if any, due in connection with a full or partial prepayment of such

Mortgage Loan in accordance with the terms thereof.

PREPAYMENT 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 Mortgage Loans resulting from (a) prepayments in

full received during the related Prepayment Period and (b) the partial

prepayments received during the related Prepayment Period to the extent applied

prior to the Due Date in the month of the Distribution Date.

PREPAYMENT PERIOD: With respect to any Distribution Date and the

related Servicer, such period as is provided in the related Servicing Agreement.

PRIMARY MORTGAGE INSURANCE POLICY: Any primary mortgage guaranty

insurance policy issued in connection with a Mortgage Loan which provides

compensation to a Mortgage Note holder in the event of default by the obligor

under such Mortgage Note or the related Security Instrument, if any or any

replacement policy therefor through the related Interest Accrual Period for such

Class relating to a Distribution Date.

PRINCIPAL PREPAYMENT: Any payment (whether partial or full) or other

recovery of principal on a Mortgage Loan which is received in advance of its

scheduled Due Date to the extent that it is not accompanied by an amount as to

interest representing scheduled interest due on any date or dates in any month

or months subsequent to the month of prepayment, including Insurance Proceeds

and Repurchase Proceeds, but excluding the principal portion of Net Liquidation

Proceeds received at the time a Mortgage Loan becomes a Liquidated Mortgage

Loan.

PROTECTED ACCOUNT: An account established and maintained for the

benefit of Holders of the Certificates by each Servicer with respect to the

related Mortgage Loans and with respect to REO Property pursuant to the

applicable Servicing Agreement.

QIB: A Qualified Institutional Buyer as defined in Rule 144A

promulgated under the Securities Act.

QUALIFIED INSURER: Any insurance company duly qualified as such under

the laws of the state or states in which the related Mortgaged Property or

Mortgaged Properties is or are located, duly authorized and licensed in such

state or states to transact the type of insurance business in which it is

engaged and approved as an insurer by the Master Servicer, so long as the claims

paying ability of which is acceptable to the Rating Agencies for pass-through

certificates having the same rating as the related Certificates rated by the

Rating Agencies as of the Closing Date.

RATING AGENCIES: With respect to the Group I Certificates, Fitch and

Moody's and with respect to the Group II Certificates, S&P and Moody's.

REALIZED LOSS: Any (i) Bankruptcy Loss or (ii) as to any Liquidated

Mortgage Loan, (x) the Outstanding Principal Balance of such Liquidated Mortgage

Loan plus accrued and unpaid interest thereon at the Mortgage Interest Rate

through the last day of the month of such liquidation, less (y) the related Net

Liquidation Proceeds with respect to such Mortgage Loan and the related Mortgage

Property. In addition, to the extent the Paying Agent receives Subsequent

Recoveries with respect to any Mortgage Loan, the amount of the Realized Loss

with respect to that Mortgage Loan will be reduced to the extent such recoveries

are applied to reduce the Current Principal Amount of any Class of Certificates

on any Distribution Date.

RECORD DATE: With respect to any Distribution Date and any Class of

Certificates, the close of business on the last Business Day of the month

immediately preceding the month of such Distribution Date.

REGULATION S: Regulation S promulgated under the Securities Act.

REGULATION S GLOBAL CERTIFICATES: The Regulation S Temporary Global

Certificates and the Regulation S Permanent Global Certificates.

REGULATION S PERMANENT GLOBAL CERTIFICATES: As defined in Section 5.09

(b) hereof.

REGULATION S TEMPORARY GLOBAL CERTIFICATES: As defined in Section

5.09(c) hereof.

RELIEF ACT: The Servicemembers Civil Relief Act, formerly known as the

Soldiers' and Sailors' Civil Relief Act of 1940, as amended, or similar state

law.

RELIEF ACT MORTGAGE LOAN: Any Mortgage Loan as to which the Scheduled

Payment thereof has been reduced due to the application of the Relief Act.

REMIC: A real estate mortgage investment conduit, as defined in the

Code.

REMIC I: That group of assets contained in the Trust Fund designated as

a REMIC consisting of (i) the Group I Mortgage Loans, (ii) the portion of the

Master Servicer Collection Account relating to the Group I Mortgage Loans, (iii)

any REO Property relating to the Group I Mortgage Loans, (iv) the rights with

respect to the related Servicing Agreement, (v) the rights with respect to any

related Assignment Agreement and (vi) any proceeds of the foregoing.

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

Certificates.

REMIC I REGULAR INTERESTS: REMIC I Regular Interests 1-Sub, 2-Sub,

3-Sub, PO, 1-ZZZ, 2-ZZZ, 3-ZZZ and X.

REMIC I SUBORDINATED BALANCE RATIO: The ratio among the Uncertificated

Principal Balances of each of the REMIC I Regular Interests ending with the

designation "Sub," equal to the ratio among, with respect to each such REMIC I

Regular Interest, the excess of (x) the aggregate Scheduled Principal Balance of

the Group I Mortgage Loans in the related Subgroup (other than the PO Percentage

of the Scheduled Principal Balance of any such Group I Mortgage Loans) over (y)

the aggregate Current Principal Amount of the Group I Senior Certificates (other

than the Class I-PO Certificates) in the related Subgroup.

REMIC II: That group of assets contained in the Trust Fund designated

as a REMIC consisting of (i) the Group II Mortgage Loans, (ii) the portion of

the Master Servicer Collection Account relating to the Group II Mortgage Loans,

(iii) any REO Property relating to the Mortgage Loans, (iv) the rights with

respect to the related Servicing Agreement, (v) the rights with respect to any

related Assignment Agreement and (vi) any proceeds of the foregoing.

REMIC II INTERESTS: The REMIC II Regular Interests and the Class II-R-1

Certificates.

REMIC II REGULAR INTERESTS: REMIC II Regular Interests II-A-1, II-X,

II-B-1, II-B-2, II-B-3, II-B-4, II-B-5 and II-B-6.

REMIC III: That group of assets contained in the Trust Fund designated

as a REMIC consisting of the REMIC I Regular Interests and the REMIC II Regular

Interests.

REMIC III INTERESTS: The REMIC III Regular Certificates and the Class

I-R-2 Certificates.

REMIC III REGULAR CERTIFICATES: Each Class of Certificates other than

the Class R Certificates.

REMIC OPINION: An Opinion of Independent Counsel to the effect that the

proposed action described therein would not, under the REMIC Provisions, (i)

cause any REMIC to fail to qualify as a REMIC while any regular interest in such

REMIC is outstanding, (ii) result in a tax on prohibited transactions with

respect to any REMIC or (iii) constitute a taxable contribution to any REMIC

after the Startup Day.

REMIC PROVISIONS: The provisions of the federal income tax law relating

to REMICs, which appear at Sections 860A through 860G of the Code, and related

provisions and regulations promulgated thereunder, as the foregoing may be in

effect from time to time.

REO PROPERTY: A Mortgaged Property acquired in the name of the Trustee,

for the benefit of Certificateholders, by foreclosure or deed-in-lieu of

foreclosure in connection with a defaulted Mortgage Loan.

REPURCHASE PRICE: With respect to any Mortgage Loan (or any property

acquired with respect thereto) required to be repurchased by the Seller pursuant

to the Mortgage Loan Purchase Agreement or Article II of this Agreement, an

amount equal to the sum of (i)(a) 100% of the Outstanding Principal Balance of

such Mortgage Loan as of the date of repurchase (or if the related Mortgaged

Property was acquired with respect thereto, 100% of the Outstanding Principal

Balance at the date of the acquisition), plus (b) accrued but unpaid interest on

the Outstanding Principal Balance at the related Mortgage Interest Rate, through

and including the last day of the month of repurchase, plus (c) any unreimbursed

Monthly Advances and servicing advances payable to the Servicer of the Mortgage

Loan or to the Master Servicer and (ii) any costs and damages (if any) incurred

by the Trust in connection with any violation of such Mortgage Loan of any

predatory lending laws.

REPURCHASE PROCEEDS: The Repurchase Price in connection with any

repurchase of a Mortgage Loan by the Seller and any cash deposit in connection

with the substitution of a Mortgage Loan.

REQUEST FOR RELEASE: A request for release in the form attached hereto

as Exhibit D.

REQUIRED INSURANCE POLICY: With respect to any Mortgage Loan, any

insurance policy which is required to be maintained from time to time under this

Agreement with respect to such Mortgage Loan.

RESIDUAL CERTIFICATES: Any of the Class I-R-1, Class I-R-2 and Class

II-R-1 Certificates.

RESPONSIBLE OFFICER: Any officer assigned to the Corporate Trust Office

(or any successor thereto), including any Vice President, Assistant Vice

President, Trust Officer, any Assistant Secretary, any trust officer or any

other officer of the Trustee customarily performing functions similar to those

performed by any of the above designated officers and having direct

responsibility for the administration of this Agreement, and any other officer

of the Trustee to whom a matter arising hereunder may be referred.

RULE 144A CERTIFICATE: The certificate to be furnished by each

purchaser of a Non-Offered Certificate (which is also a Physical Certificate)

which is a Qualified Institutional Buyer as defined under Rule 144A promulgated

under the Securities Act, substantially in the form set forth as Exhibit F-2

hereto.

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

and its successors in interest.

SCHEDULED PAYMENT: With respect to any Mortgage Loan and any month, the

scheduled payment or payments of principal and interest due during such month on

such Mortgage Loan which either is payable by a Mortgagor in such month under

the related Mortgage Note or, in the case of REO Property, would otherwise have

been payable under the related Mortgage Note.

SCHEDULED PRINCIPAL: The principal portion of any Scheduled Payment.

SCHEDULED PRINCIPAL BALANCE: With respect to any Mortgage Loan on any

Distribution Date, (i) the unpaid principal balance of such Mortgage Loan as of

the close of business on the related Due Date (i.e., taking account of the

principal payment to be made on such Due Date and irrespective of any

delinquency in its payment), as specified in the amortization schedule at the

time relating thereto (before any adjustment to such amortization schedule by

reason of any bankruptcy or similar proceeding occurring after the Cut-off Date

(other than a Deficient Valuation) or any moratorium or similar waiver or grace

period) and less (ii) any Principal Prepayments (including the principal portion

of Net Liquidation Proceeds) received during or prior to the related Prepayment

Period; provided that the Scheduled Principal Balance of a Liquidated Mortgage

Loan is zero.

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

SECURITIES ADMINISTRATOR: Wells Fargo Bank, N.A., or its successor in

interest, or any successor securities administrator appointed as herein

provided.

SECURITIES LEGEND: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),

OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS

CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR

OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER

APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT

("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED

INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR

ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER

HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER

IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM

REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3)

IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE

MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT

OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS

PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO

(A) THE RECEIPT BY THE TRUSTEE AND THE CERTIFICATE REGISTRAR OF A LETTER

SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE

TRUSTEE AND THE CERTIFICATE REGISTRAR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE

TRUSTEE AND THE CERTIFICATE REGISTRAR THAT SUCH REOFFER, RESALE, PLEDGE OR

TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR

IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED

STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE

ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR

OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE

RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE

INTERNAL REVENUE CODE OF 1986, AS AMENDED [in the case of a Residual Certificate

or a Class I-B-4, Class I-B-5, Class I-B-6, Class II-B-4, Class II-B-5 and Class

II-B-6 Certificate] UNLESS THE OPINION OF COUNSEL REQUIRED BY SECTION 5.07 OF

THE POOLING AND SERVICING AGREEMENT IS PROVIDED [in the case of the Class I-B-4,

Class I-B-5, Class I-B-6, Class II-B-4, Class II-B-5 and Class II-B-6

Certificate] UNLESS THE TRANSFEREE CERTIFIES OR REPRESENTS THAT THE PROPOSED

TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT AND

OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED

TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED

TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION

EXEMPTION ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60 OR PTE 96-23 AND (II)

WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY DUTIES ON THE PART OF THE

DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER, ANY SERVICER OR

THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY

CERTIFICATE OR A GLOBAL CERTIFICATE AND WILL BE EVIDENCED BY A REPRESENTATION OR

AN OPINION OF COUNSEL TO SUCH EFFECT BY OR ON BEHALF OF AN INSTITUTIONAL

ACCREDITED INVESTOR."

SECURITY AGREEMENT: With respect to a Cooperative Loan, the agreement

creating a security interest in favor of the originator in the related

Cooperative Stock.

SECURITY INSTRUMENT: A written instrument creating a valid first lien

on a Mortgaged Property securing a Mortgage Note, which may be any applicable

form of mortgage, deed of trust, deed to secure debt or security deed, including

any riders or addenda thereto.

SELLER: EMC Mortgage Corporation, as mortgage loan seller under the

Mortgage Loan Purchase Agreement.

SENIOR CERTIFICATES: The Group I Senior Certificates and Group II

Senior Certificates.

SERVICER: With respect to each Mortgage Loan, CitiMortgage, EMC,

EverHome, Fifth Third, GMAC, GreenPoint, National City, Navy Federal, PHH

Mortgage, SunTrust, WAMU and Wells Fargo.

SERVICER REMITTANCE DATE: With respect to each Mortgage Loan, the date

set forth in the Servicing Agreement.

SERVICING AGREEMENTS: The CitiMortgage Servicing Agreement, EMC

Servicing Agreement, EverHome Servicing Agreement, Fifth Third Servicing

Agreement, GMAC Servicing Agreement, GreenPoint Servicing Agreement, National

City Servicing Agreement, Navy Federal Servicing Agreement, PHH Mortgage

Servicing Agreement, SunTrust Servicing Agreement, WAMU Servicing Agreement and

Wells Fargo Servicing Agreement.

SERVICING FEE: As to any Mortgage Loan and Distribution Date, an amount

equal to the product of (i) the Scheduled Principal Balance of such Mortgage

Loan as of the Due Date in the preceding calendar month and (ii) the applicable

Servicing Fee Rate.

SERVICING FEE RATE: As to any Mortgage Loan, a per annum rate as set

forth in the Mortgage Loan Schedule.

SERVICING OFFICER: Any officer of the related Servicer or Master

Servicer involved in or responsible for the administration and servicing or

master servicing, as applicable, of the Mortgage Loans as to which officer

evidence, reasonably acceptable to the Trustee, of due authorization of such

officer, by such Servicer or Master Servicer has been furnished from time to

time to the Trustee.

SPECIAL HAZARD LOSS: With respect to any Mortgage Loan, a Realized Loss

attributable to damage or a direct physical loss suffered by a Mortgaged

Property (including any Realized Loss due to the presence or suspected presence

of hazardous wastes or substances on a Mortgaged Property) other than any such

damage or loss covered by a hazard policy or a flood insurance policy required

to be maintained in respect of such Mortgaged Property under this Agreement or

any loss due to normal wear and tear or certain other causes.

SPECIAL HAZARD LOSS AMOUNT: Group I Special Hazard Loss Amount or Group

II Special Hazard Loss Amount.

SPECIAL HAZARD TERMINATION DATE: Group I Special Hazard Termination

Date or Group II Special Hazard Termination Date.

STARTUP DAY: June 30, 2005.

SUBGROUP: Any of Subgroup I-1, Subgroup I-2 and Subgroup I-3.

SUBGROUP I-1: All of the Group I Mortgage Loans with a Net Mortgage

Rate of less than or equal to 4.7500% per annum plus the Subgroup I-1 Fraction

of the principal balance of any Group I Mortgage Loan with a Net Mortgage Rate

of greater than 4.7500% per annum and less than 5.0000% per annum.

SUBGROUP I-1 CERTIFICATES: The Class I-A-1, Class I-R-1, Class I-R-2

and Class I-PO Certificates.

SUBGROUP I-1 FRACTION: With respect to any Group I Mortgage Loan with a

Net Mortgage Rate of greater than 4.7500% per annum and less than 5.0000% per

annum, a fraction, (x) the numerator of which is equal to 5.0000% minus the Net

Mortgage Rate of such Group I Mortgage Loan, and (y) the denominator of which is

equal to 0.2500%.

SUBGROUP I-2: All of the Group I Mortgage Loans with a Net Mortgage

Rate of 5.0000% per annum plus the Subgroup I-2A Fraction of the principal

balance of any Group I Mortgage Loan with a Net Mortgage Rate of greater than

4.7500% per annum and less than 5.0000% per annum and the Subgroup I-2B Fraction

of the principal balance of any Group I Mortgage Loan with a Net Mortgage Rate

greater than 5.0000% per annum and less than 5.2500% per annum.

SUBGROUP I-2 CERTIFICATES: The Class I-A-2 Certificates.

SUBGROUP I-2A FRACTION: With respect to any Group I Mortgage Loan with

a Net Mortgage Rate of greater than 4.7500% per annum and less than 5.0000% per

annum, a fraction, (x) the numerator of which is equal to Net Mortgage Rate

minus 4.7500% of such Group I Mortgage Loan, and (y) the denominator of which is

equal to 0.250%.

SUBGROUP I-2B FRACTION: With respect to any Group I Mortgage Loan with

a Net Mortgage Rate of greater than 5.0000% per annum and less than 5.2500% per

annum, a fraction, (x) the numerator of which is equal to 5.2500% minus the Net

Mortgage Rate of such Group I Mortgage Loan, and (y) the denominator of which is

equal to 0.250%.

SUBGROUP I-3: All of the Group I Mortgage Loans with a Net Mortgage

Rate of greater than or equal to 5.2500% per annum.

SUBGROUP I-3 CERTIFICATES: The Class I-A-3 Certificates.

SUBGROUP I-3 FRACTION: With respect to any Group I Mortgage Loan with a

Net Mortgage Rate of greater than 5.0000% per annum and less than 5.2500% per

annum, a fraction, (x) the numerator of which is equal to the Net Mortgage Rate

of such Group I Mortgage Loans minus 5.0000%, and (y) the denominator of which

is equal to 0.2500%.

SUBGROUP PRINCIPAL DISTRIBUTION AMOUNT: With respect to each of

Subgroup I-1, Subgroup I-2 and Subgroup I-3 Certificates and each Distribution

Date will be an amount equal to the sum of the following (but in no event

greater than the aggregate Current Principal Amounts of each of the Subgroup

I-1, Subgroup I-2 and Subgroup I-3 Certificates, as applicable, immediately

prior to such Distribution Date):

(1) the applicable Subgroup Senior Percentage of the Non-PO

Percentage of the principal portion of all Scheduled Payments due on

the Group I Mortgage Loans in the related Subgroup on the related Due

Date, as specified in the amortization schedule at the time applicable

thereto (after adjustment for previous Principal Prepayments but before

any adjustments to such amortization schedule by reason of any

bankruptcy or similar proceeding or any moratorium or similar waiver or

grace period);

(2) the applicable Subgroup Senior Prepayment Percentage of

the Non-PO Percentage of the Scheduled Principal Balance of each Group

I Mortgage Loan in the related Subgroup which was the subject of a

Principal Prepayment in full received by the Master Servicer during the

applicable Prepayment Period;

(3) the applicable Subgroup Senior Prepayment Percentage of

the Non-PO Percentage of all Principal Prepayments in part received by

the Master Servicer prepayments during the applicable Prepayment Period

with respect to each Group I Mortgage Loan in the related Subgroup;

(4) the lesser of (a) the applicable Subgroup Senior

Prepayment Percentage of the Non-PO Percentage of the sum of (i) all

Net Liquidation Proceeds allocable to principal received in respect of

each Group I Mortgage Loan in the related Subgroup which became a

Liquidated Mortgage Loan during the related Prepayment Period (other

than Group I Mortgage Loans described in the immediately following

clause (ii)) and all Subsequent Recoveries received in respect of each

Liquidated Mortgage Loan in the related Subgroup during the related Due

Period and (ii) the Scheduled Principal Balance of each such Group I

Mortgage Loan in the related Subgroup purchased by an insurer from the

Trustee during the related Prepayment Period pursuant to the related

Primary Mortgage Insurance Policy, if any, or otherwise; and (b) the

applicable Subgroup Senior Percentage of the Non-PO Percentage of the

sum of (i) the Scheduled Principal Balance of each Group I Mortgage

Loan in the related Subgroup which became a Liquidated Mortgage Loan

during the related Prepayment Period (other than the Group I Mortgage

Loans described in the immediately following clause (ii)) and all

Subsequent Recoveries received in respect of each Liquidated Mortgage

Loan in the related Subgroup during the related Due Period and (ii) the

Scheduled Principal Balance of each such Group I Mortgage Loan in the

related Subgroup that was purchased by an insurer from the Trustee

during the related Prepayment Period pursuant to the related Primary

Mortgage Insurance Policy, if any or otherwise; and

(5) the applicable Subgroup Senior Prepayment Percentage of

the Non-PO Percentage of the sum of (a) the Scheduled Principal Balance

of each Group I Mortgage Loan in the related Subgroup which was

repurchased by the Issuer in connection with such Distribution Date and

(b) the excess, if any, of the Scheduled Principal Balance of each

Group I Mortgage Loan in the related Subgroup that has been replaced by

the Issuer with a substitute Group I Mortgage Loan pursuant to the

Mortgage Loan Purchase Agreement in connection with such Distribution

Date over the Scheduled Principal Balance of each such substitute Group

I Mortgage Loan.

SUBGROUP SENIOR PERCENTAGE: With respect to each Subgroup, the lesser

of (a) 100% and (b) the percentage (carried to six places rounded up) obtained

by dividing the Current Principal Amount of the Group I Senior Certificates of

such Subgroup (other than any Class I-PO Certificates), immediately prior to

such Distribution Date, by the aggregate Scheduled Principal Balance of the

Group I Mortgage Loans in the related Subgroup (other than the I-PO Percentage

thereof with respect to the related Discount Mortgage Loans) as of the beginning

of the related Due Period. The initial Subgroup Senior Percentage for the Group

I Senior Certificates will be approximately 98.39%.

SUBGROUP SENIOR PREPAYMENT PERCENTAGE: The Subgroup Senior Prepayment

Percentage for the Subgroup I-1, Subgroup I-2 and Subgroup I-3 Certificates, on

any Distribution Date occurring during the periods set forth below will be as

follows:

<TABLE>

PERIOD (DATES INCLUSIVE) SUBGROUP SENIOR PREPAYMENT PERCENTAGE

------------------------ -------------------------------------

<S> <C>

July 25, 2005 - June 25, 2010 100%

July 25, 2010 - June 25, 2011 Subgroup Senior Percentage for the related Subgroup

Certificates plus

70% of the related

Group I Subordinate

Percentage

July 25, 2011 - June 25, 2012 Subgroup Senior Percentage for the related Subgroup

Certificates plus 60% of the related Group I

Subordinate Percentage

July 25, 2012 - June 25, 2013 Subgroup Senior Percentage for the related Subgroup

Certificates plus 40% of the related Group I

Subordinate Percentage

July 25, 2013 - June 25, 2014 Subgroup Senior Percentage for the related Subgroup

Certificates plus 20% of the related Group I

Subordinate Percentage

July 25, 2014 and thereafter Subgroup Senior Percentage for the related Group I

Subgroup Certificates

</TABLE>

Any scheduled reduction to the Subgroup Senior Prepayment Percentage

for the Subgroup I-1, Subgroup I-2 and Subgroup I-3 Certificates shall not be

made as of any Distribution Date unless, as of the last day of the month

preceding such Distribution Date (1) the aggregate Scheduled Principal Balance

of the Group I Mortgage Loans delinquent 60 days or more (including for this

purpose any such Group I Mortgage Loans in foreclosure and such Group I Mortgage

Loans with respect to which the related Mortgaged Property has been acquired by

the Trust) averaged over the last six months, as a percentage of the aggregate

Current Principal Amount of the Group I Subordinate Certificates does not exceed

50% and (2) cumulative Realized Losses on the Group I Mortgage Loans do not

exceed (a) 30% of the aggregate Current Principal Amount of the Group I Original

Subordinate Principal Balance if such Distribution Date occurs between and

including July 2010 and June 2011, (b) 35% of the Group I Original Subordinate

Principal Balance if such Distribution Date occurs between and including July

2011 and June 2012, (c) 40% of the Group I Original Subordinate Principal

Balance if such Distribution Date occurs between and including July 2012 and

June 2013, (d) 45% of the Group I Original Subordinate Principal Balance if such

Distribution Date occurs between and including July 2013 and June 2014, and (e)

50% of the Group I Original Subordinate Principal Balance if such Distribution

Date occurs during or after July 2014.

Notwithstanding the foregoing, if on any Distribution Date, the

percentage for Subgroup I-1, Subgroup I-2 and Subgroup I-3, the numerator of

which is the aggregate Current Principal Amount of the Group I Senior

Certificates of such Subgroup immediately preceding such Distribution Date, and

the denominator of which is the Scheduled Principal Balance of the Group I

Mortgage Loans in such Subgroup (other than the I-PO Percentage thereof with

respect to the Discount Mortgage Loans) as of the beginning of the related Due

Period, exceeds such percentage as of the Cut-off Date, then the Subgroup Senior

Prepayment Percentage with respect to the Group I Senior Certificates of each

Subgroup for such Distribution Date will equal 100%.

SUBORDINATE CERTIFICATES: The Group I Subordinate Certificates and

Group II Subordinate Certificates.

SUBORDINATE CERTIFICATE WRITEDOWN AMOUNT: Group I Subordinate

Certificate Writedown Amount or Group II Subordinate Certificate Writedown

Amount.

SUBORDINATE OPTIMAL PRINCIPAL AMOUNT: Group I Subordinate Optimal

Principal Amount or Group II Subordinate Optimal Principal Amount.

SUBORDINATE PERCENTAGE: Group I Subordinate Percentage or Group I

Subordinate Percentage.

SUBORDINATE PREPAYMENT PERCENTAGE: Group I Subordinate Prepayment

Percentage or Group II Subordinate Prepayment Percentage.

SUBSEQUENT RECOVERIES: As of any Distribution Date, amounts received by

the related Servicer during the related Due Period or surplus amounts held by

the related Servicer to cover estimated expenses (including, but not limited to,

recoveries in respect of the representations and warranties made by the Seller

pursuant to the Mortgage Loan Purchase Agreement) specifically related to a

Liquidated Mortgage Loan or disposition of an REO Property prior to the related

Prepayment Period that resulted in a Realized Loss, after the liquidation or

disposition of such Mortgage Loan.

SUBSTITUTE MORTGAGE LOAN: A mortgage loan tendered to the Trustee

pursuant to the Servicing Agreement, the Mortgage Loan Purchase Agreement or

Section 2.04 of this Agreement, as applicable, in each case, (i) which has an

Outstanding Principal Balance not greater nor materially less than the Mortgage

Loan for which it is to be substituted; (ii) which has a Mortgage Interest Rate

and Net Mortgage Rate not less than, and not materially greater than, such

Mortgage Loan; (iii) which has a maturity date not materially earlier or later

than such Mortgage Loan and not later than the latest maturity date of any

Mortgage Loan; (iv) which is of the same property type and occupancy type as

such Mortgage Loan; (v) which has a Loan-to-Value Ratio not greater than the

Loan-to-Value Ratio of such Mortgage Loan; (vi) which is current in payment of

principal and interest as of the date of substitution; and (vii) as to which the

payment terms do not vary in any material respect from the payment terms of the

Mortgage Loan for which it is to be substituted.

SUNTRUST: SunTrust Mortgage, Inc., or its successor in interest.

SUNTRUST SERVICING AGREEMENT: The Purchase, Warranties and Servicing

Agreement, dated as of January 1, 2002, between the Seller and SunTrust,

attached hereto as Exhibit H-10, and as modified by the related Assignment

Agreement.

TAX ADMINISTRATION AND TAX MATTERS PERSON: The Securities Administrator

or any successor thereto or assignee thereof shall serve as tax administrator

hereunder and as agent for the Tax Matters Person. The Holder of each Class of

Residual Certificates shall be the Tax Matters Person for the related REMIC, as

more particularly set forth in Section 9.12 hereof.

TERMINATION PURCHASE PRICE: The price, calculated as set forth in

Section 10.01, to be paid in connection with the repurchase of the Mortgage

Loans pursuant to Section 10.01.

TRUST FUND: The corpus of the trust created by this Agreement,

consisting of the Mortgage Loans and the other assets described in Section

2.01(a).

TRUSTEE: U.S. Bank National Association or its successor in interest,

or any successor trustee appointed as herein provided.

UNCERTIFICATED NOTIONAL AMOUNT: With respect to REMIC I Regular

Interest X, the aggregate Scheduled Principal Balance of the Group I Mortgage

Loans with Net Mortgage Rates greater than 5.2500% per annum. With respect to

REMIC II Regular Interest II-X, an amount equal to the aggregate Scheduled

Principal Balance of the Group II Mortgage Loans.

UNCERTIFICATED PRINCIPAL BALANCE: With respect to any REMIC I Regular

Interest or REMIC II Regular Interest as of any Distribution Date, the initial

principal amount of such Regular Interest, reduced by (i) all amounts

distributed on previous Distribution Dates on such regular interest with respect

to principal and (ii) the principal portion of all Realized Losses allocated

prior to such Distribution Date to such regular interest, taking account of the

Group I Loss Allocation Limit or Group II Loss Allocation Limit, as applicable.

UNINSURED CAUSE: Any cause of damage to a Mortgaged Property or related

REO Property such that the complete restoration of such Mortgaged Property or

related REO Property is not fully reimbursable by the hazard insurance policies

required to be maintained pursuant the Servicing Agreement, without regard to

whether or not such policy is maintained.

UNITED STATES PERSON: A citizen or resident of the United States, a

corporation or partnership (including an entity treated as a corporation or

partnership for federal income tax purposes) created or organized in, or under

the laws of, the United States or any state thereof or the District of Columbia

(except, in the case of a partnership, to the extent provided in Treasury

regulations), provided that, for purposes solely of the Residual Certificates,

no partnership or other entity treated as a partnership for United States

federal income tax purposes shall be treated as a United States Person unless

all Persons that own an interest in such partnership either directly or through

any entity that is not a corporation for United States federal income tax

purposes are United States Persons, or an estate whose income is subject to

United States federal income tax regardless of its source, or a trust if a court

within the United States is able to exercise primary supervision over the

administration of the trust and one or more such United States Persons have the

authority to control all substantial decisions of the trust. To the extent

prescribed in regulations by the Secretary of the Treasury, which have not yet

been issued, a trust which was in existence on August 20, 1996 (other than a

trust treated as owned by the grantor under subpart E of part I of subchapter J

of chapter 1 of the Code) and which was treated as a United States Person on

August 20, 1996 may elect to continue to be treated as a United States Person

notwithstanding the previous sentence.

WAMU: Washington Mutual Bank, or its successor in interest.

WAMU SERVICING AGREEMENT: The Servicing Agreement, dated as of April 1,

2005, between the Seller and Washington Mutual, attached hereto as Exhibit H-11,

and as modified by the related Assignment Agreement.

WELLS FARGO: Wells Fargo Bank, N.A., or its successor in interest.

WELLS FARGO SERVICING AGREEMENT: The Master Seller's Warranties and

Servicing Agreement, dated as of October 1, 2004, between the Seller and Wells

Fargo, attached hereto as Exhibit H-12, and as modified by the related

Assignment Agreement.

<PAGE>

Section 1.02 CALCULATION OF LIBOR.

LIBOR applicable to the calculation of the Pass-Through Rate on the

Adjustable Rate Certificates for any Interest Accrual Period will be determined

on each Interest Determination Date. On each Interest Determination Date, LIBOR

shall be established by the Securities Administrator and, as to any Interest

Accrual Period, will equal the rate for one month United States dollar deposits

that appears on the Telerate Screen Page 3750 as of 11:00 a.m., London" time, on

such Interest Determination Date. "Telerate Screen Page 3750" means the display

designated as page 3750 on the Telerate Service (or such other page as may

replace page 3750 on that service for the purpose of displaying London interbank

offered rates of major banks). If such rate does not appear on such page (or

such other page as may replace that page on that service, or if such service is

no longer offered, LIBOR shall be so established by use of such other service

for displaying LIBOR or comparable rates as may be reasonably selected by the

Securities Administrator), the rate will be the Reference Bank Rate. The

"Reference Bank Rate" will be determined on the basis of the rates at which

deposits in U.S. Dollars are offered by the reference banks (which shall be any

three major banks that are engaged in transactions in the London interbank

market, selected by the Securities Administrator) as of 11:00 a.m., London time,

on the Interest Determination Date to prime banks in the London interbank market

for a period of one month in amounts approximately equal to the aggregate

Current Principal Amount of the Adjustable Rate Certificates then outstanding.

The Securities Administrator will request the principal London office of each of

the reference banks to provide a quotation of its rate. If at least two such

quotations are provided, the rate will be the arithmetic mean of the quotations

rounded up to the nearest whole multiple of 0.03125%. If on such date fewer than

two quotations are provided as requested, the rate will be the arithmetic mean

of the rates quoted by one or more major banks in New York City, selected by the

Securities Administrator, as of 11:00 a.m., New York City time, on such date for

loans in U.S. Dollars to leading European banks for a period of one month in

amounts approximately equal to the aggregate Current Principal Amount of the

Adjustable Rate Certificates then outstanding. If no such quotations can be

obtained, the rate will be LIBOR for the prior Distribution Date; PROVIDED

HOWEVER, if, under the priorities described above, LIBOR for a Distribution Date

would be based on LIBOR for the previous Distribution Date for the third

consecutive Distribution Date, the Securities Administrator shall select an

alternative comparable index (over which the Securities Administrator e has no

control), used for determining one-month Eurodollar lending rates that is

calculated and published (or otherwise made available) by an independent party.

The establishment of LIBOR by the Securities Administrator on any Interest

Determination Date and the Securities Administrator's subsequent calculation of

the Pass-Through Rate applicable to the Adjustable Rate Certificates for the

relevant Interest Accrual Period, in the absence of manifest error, will be

final and binding. Promptly following each Interest Determination Date the

Securities Administrator shall supply the Master Servicer with the results of

its determination of LIBOR on such date.

<PAGE>

ARTICLE II

Conveyance of Mortgage Loans;

Original Issuance of Certificates

Section 2.01 CONVEYANCE OF MORTGAGE LOANS TO TRUSTEE.

(a) The Depositor concurrently with the execution and delivery of this

Agreement, sells, transfers and assigns to each Trust without recourse all its

right, title and interest in and to (i) the Mortgage Loans identified in the

Mortgage Loan Schedule, including all interest and principal due with respect to

the Mortgage Loans after the Cut-off Date, but excluding any payments of

principal and interest due on or prior to the Cut-off Date; (ii) such assets as

shall from time to time be credited or are required by the terms of this

Agreement to be credited to the Master Servicer Collection Account, (iii) such

assets relating to the Mortgage Loans as from time to time may be held by the

Servicers in the Protected Accounts, the Master Servicer in the Master Servicer

Collection Account and the Paying Agent in the Distribution Account, (iv) any

REO Property, (v) the Required Insurance Policies and any amounts paid or

payable by the insurer under any Insurance Policy (to the extent the mortgagee

has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent

provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing

Agreements as assigned to the Trustee on behalf of the related

Certificateholders by the Assignment Agreements and (viii) all proceeds of the

foregoing. Although it is the intent of the parties to this Agreement that the

conveyance of the Depositor's right, title and interest in and to the Mortgage

Loans and other assets in the Trust Funds pursuant to this Agreement shall

constitute a purchase and sale and not a loan, in the event that such conveyance

is deemed to be a loan, it is the intent of the parties to this Agreement that

the Depositor shall be deemed to have granted to the Trustee a first priority

perfected security interest in all of the Depositor's right, title and interest

in, to and under the Mortgage Loans and other assets in the Trust Fund, and that

this Agreement shall constitute a security agreement under applicable law.

Moreover, if for any other reason this Agreement is held or deemed to create a

security interest in the Mortgage Loans and the other assets constituting the

Trust Funds, then it is intended as follows: (a) this Agreement shall also be

deemed to be a security agreement within the meaning of Articles 8 and 9 of the

Uniform Commercial Code; (b) the conveyance provided for in this Section shall

be deemed to be a grant by the Depositor to the Trustee of a security interest

in all of the Depositor's right, title and interest in and to the Mortgage Loans

and all proceeds of the conversion, voluntary or involuntary, of the foregoing

into cash, instruments, securities or other property, including without

limitation all amounts from time to time held or invested in the Distribution

Account, whether in the form of cash, instruments, securities or other property;

other items of property as constitute instruments, money, negotiable documents

or chattel paper shall be deemed to be "possession by the secured party" for

purposes of perfecting the security interest pursuant to Section 9-305 of the

Uniform Commercial Code; (d) the Securities Administrator shall be deemed to be

the "securities intermediary," as such term is defined in Section

8-102(a)(14)(ii) of the New York Uniform Commercial Code, that in the ordinary

course of its business maintains "securities accounts" for others, as such term

is used in Section 8-501 of the New York Uniform Commercial Code; (e) the

"securities intermediary's jurisdiction" as defined in the New York Uniform

Commercial Code shall be the State of New York; (f) the Securities Administrator

is not a "clearing corporation", as such term is defined in Section 8-102(a)(5)

of the New York Uniform Commercial Code and (g) notifications to persons holding

such property, and acknowledgments, receipts or confirmations from persons

holding such property, shall be deemed to be notifications to or

acknowledgments, receipts or confirmations from, financial intermediaries,

bailees or agents (as applicable) of the Trustee for the purpose of perfecting

such security interest under applicable law. The Depositor, the Seller and the

Trustee agree that it is not intended that any mortgage loan be conveyed to the

Trust that is either (i) a "High-Cost Home Loan" as defined in the New Jersey

Home Ownership Act effective November 27, 2003, (ii) a "High-Cost Home Loan" as

defined in the New Mexico Home Loan Protection Act effective January 1, 2004

(iii) a "High Cost Home Mortgage Loan" as defined in the Massachusetts Predatory

Home Loan Practices Act effective November 7, 2004 or (iv) a "High-Cost Home

Loan" as defined by the Indiana High Cost Home Loan Law effective Jan 1, 2005.

(b) In connection with the above transfer and assignment, the Depositor

hereby delivers to the Custodian, as agent for the Trustee, with respect to each

Mortgage Loan (other than a Cooperative Loan):

(i) the original Mortgage Note, endorsed without recourse (a)

to the order of the Trustee or (b) in the case of a Mortgage Loan registered on

the MERS system, endorsed in blank, in either case showing an unbroken chain of

endorsements from the originator thereof to the Person endorsing it to the

Trustee, or lost note affidavit together with a copy of the related Mortgage

Note;

(ii) the original Mortgage and, if the related Mortgage

Loan is a MOM Loan, noting the presence of the MIN and language indicating that

such Mortgage Loan is a MOM Loan, which shall have been recorded (or if the

original is not available, a copy), with evidence of such recording indicated

thereon (or if clause (w) in the proviso below applies, shall be in recordable

form);

(iii) unless the Mortgage Loan is a MOM Loan, a certified

copy of the assignment (which may be in the form of a blanket assignment if

permitted in the jurisdiction in which the Mortgaged Property is located) to

"U.S. Bank National Association, as Trustee", with evidence of recording with

respect to each Mortgage Loan in the name of the Trustee thereon (or if clause

(w) in the proviso below applies or for Mortgage Loans with respect to which the

related Mortgaged Property is located in a state other than Maryland or an

Opinion of Counsel has been provided as set forth in this Section 2.01(b), shall

be in recordable form);

(iv) all intervening assignments of the Security

Instrument, if applicable and only to the extent available to the Depositor with

evidence of recording thereon;

(v) the original or a copy of the policy or certificate of

primary mortgage guaranty insurance, to the extent available, if any;

(vi) the original policy of title insurance or mortgagee's

certificate of title insurance or commitment or binder for title insurance; and

(vii) originals of all modification agreements, if applicable

and available.

and (II) with respect to each Cooperative Loan so assigned:

(i) The original Mortgage Note, endorsed without recourse to

the order of the Trustee and showing an unbroken chain of endorsements from the

originator thereof to the Person endorsing it to the Trustee, or lost note

affidavit, together with a copy of the related Mortgage Note;

(ii) A counterpart of the Cooperative Lease and the Assignment

of Proprietary Lease to the originator of the Cooperative Loan with intervening

assignments showing an unbroken chain of title from such originator to the

Trustee;

(iii) The related Cooperative Stock Certificate, representing

the related Cooperative Stock pledged with respect to such Cooperative Loan,

together with an undated stock power (or other similar instrument) executed in

blank;

(iv) The original recognition agreement by the Cooperative of

the interests of the mortgagee with respect to the related Cooperative Loan and

any transfer documents related to the recognition agreement;

(v) The Security Agreement;

(vi) Copies of the original UCC-1 financing statement, and any

continuation statements, filed by the originator of such Cooperative Loan as

secured party, each with evidence of recording thereof, evidencing the interest

of the originator under the Security Agreement and the Assignment of Proprietary

Lease;

(vii) Copies of the filed UCC-3 assignments of the security

interest referenced in clause (vi) above showing an unbroken chain of title from

the originator to the Trustee, each with evidence of recording thereof,

evidencing the interest of the originator under the Security Agreement and the

Assignment of Proprietary Lease;

(viii) An executed assignment of the interest of the

originator in the Security Agreement and Assignment of Proprietary Lease,

showing an unbroken chain of title from the originator to the Trustee; and

(ix) The original of each modification, assumption agreement

or preferred loan agreement, if any, relating to such Cooperative Loan;

PROVIDED, HOWEVER, that in lieu of the foregoing, the Depositor may deliver to

the Custodian, as agent of the Trustee, the following documents, under the

circumstances set forth below: (w) in lieu of the original Security Instrument,

assignments to the Trustee or intervening assignments thereof which have been

delivered, are being delivered or will, upon receipt of recording information

relating to the Security Instrument required to be included thereon, be

delivered to recording offices for recording and have not been returned to the

Depositor in time to permit their delivery as specified above, the Depositor may

deliver a true copy thereof with a certification by the Depositor, on the face

of such copy, substantially as follows: "Certified to be a true and correct copy

of the original, which has been transmitted for recording"; (x) in lieu of the

Security Instrument, assignment to the Trustee or intervening assignments

thereof, if the applicable jurisdiction retains the originals of such documents

(as evidenced by a certification from the Depositor to such effect) the

Depositor may deliver photocopies of such documents containing an original

certification by the judicial or other governmental authority of the

jurisdiction where such documents were recorded; (y) in lieu of the Mortgage

Notes relating to the Mortgage Loans identified on Exhibit 5 to the Mortgage

Loan Purchase Agreement, the Depositor may deliver lost note affidavits from the

Seller; and (z) the Depositor shall not be required to deliver intervening

assignments or Mortgage Note endorsements between the related underlying

originator or underlying Seller and the Seller, between the Seller and the

Depositor, and between the Depositor and the Trustee; and provided, further,

however, that in the case of Mortgage Loans which have been prepaid in full

after the Cut-off Date and prior to the Closing Date, the Depositor, in lieu of

delivering the above documents, may deliver to the Trustee or the Custodian, as

its agent, a certification to such effect and shall deposit all amounts paid in

respect of such Mortgage Loans in the Master Servicer Collection Account on the

Closing Date. The Depositor shall deliver such original documents (including any

original documents as to which certified copies had previously been delivered)

to the Trustee or the Custodian, as its agent, promptly after they are received.

The Depositor shall cause the Seller, at its expense, to cause each assignment

of the Security Instrument to the Trustee to be recorded not later than 180 days

after the Closing Date, unless (a) such recordation is not required by the

Rating Agencies or an Opinion of Counsel addressed to the Trustee has been

provided to the Trustee (with a copy to the Custodian) which states that

recordation of such Security Instrument is not required to protect the interests

of the related Certificateholders in the related Mortgage Loans or (b) MERS is

identified on the Mortgage or on a properly recorded assignment of the Mortgage

as the mortgagee of record solely as nominee for the Seller and its successor

and assigns; provided, however, notwithstanding the foregoing, each assignment

shall be submitted for recording by the Seller in the manner described above, at

no expense to the Trust or the Trustee or the Custodian, as its agent, upon the

earliest to occur of: (i) reasonable direction by the Holders of Certificates

evidencing Fractional Undivided Interests aggregating not less than 25% of the

Trust Fund, (ii) the occurrence of an Event of Default, (iii) the occurrence of

a bankruptcy, insolvency or foreclosure relating to the Seller and (iv) the

occurrence of a servicing transfer as described in Section 8.02 hereof.

Notwithstanding the foregoing, if the Seller fails to pay the cost of recording

the assignments, such expense will be paid by the Trustee and the Trustee shall

be reimbursed for such expenses by the Trust in accordance with Section 9.05.

Section 2.02 ACCEPTANCE OF MORTGAGE LOANS AND UNDERLYING CERTIFICATES

BY TRUSTEE.

(a) The Trustee acknowledges the sale, transfer and assignment of the

Trust Funds to it by the Depositor and receipt of, subject to further review and

the exceptions which may be noted pursuant to the procedures described below,

and declares that it holds, the documents (or certified copies thereof)

delivered to the Custodian, as its agent, pursuant to Section 2.01(b), and

declares that it will continue to hold those documents and any amendments,

replacements or supplements thereto and all other assets of the Trust Funds

delivered to it as Trustee in trust for the use and benefit of all present and

future Holders of the related Certificates. On the Closing Date, the Custodian,

with respect to the Mortgage Loans, shall acknowledge with respect to each

Mortgage Loan by delivery to the Depositor and the Trustee of an Initial

Certification receipt of the Mortgage File, but without review of such Mortgage

File, except to the extent necessary to confirm that such Mortgage File contains

the related Mortgage Note or lost note affidavit. No later than 90 days after

the Closing Date (or, with respect to any Substitute Mortgage Loan, within five

Business Days after the receipt by the Trustee or Custodian thereof), the

Trustee agrees, for the benefit of the related Certificateholders, to review or

cause to be reviewed by the Custodian on its behalf (under the Custodial

Agreement), each Mortgage File delivered to it and to execute and deliver, or

cause to be executed and delivered, to the Depositor and the Trustee an Interim

Certification. In conducting such review, the Trustee or Custodian will

ascertain whether all required documents have been executed and received, and

based on the Mortgage Loan Schedule, whether those documents relate, determined

on the basis of the Mortgagor name, original principal balance and loan number,

to the Mortgage Loans it has received, as identified in the Mortgage Loan

Schedule. In performing any such review, the Trustee or the Custodian, as its

agent, may conclusively rely on the purported due execution and genuineness of

any such document and on the purported genuineness of any signature thereon. If

the Trustee or the Custodian, as its agent, finds any document constituting part

of the Mortgage File has not been executed or received, or to be unrelated,

determined on the basis of the Mortgagor name, original principal balance and

loan number, to the Mortgage Loans identified in Exhibit B or to appear

defective on its face (a "Material Defect"), the Trustee or the Custodian, as

its agent, shall promptly notify the Seller. In accordance with the Mortgage

Loan Purchase Agreement, the Seller shall correct or cure any such defect within

ninety (90) days from the date of notice from the Trustee or the Custodian, as

its agent, of the defect and if the Seller fails to correct or cure the defect

within such period, and such defect materially and adversely affects the

interests of the related Certificateholders in the related Mortgage Loan, the

Trustee shall enforce the Seller's obligation under the Mortgage Loan Purchase

Agreement to, within 90 days from the Trustee's or the Custodian's notification,

provide a Substitute Mortgage Loan (if within two years of the Closing Date) or

purchase such Mortgage Loan at the Repurchase Price; provided that, if such

defect would cause the Mortgage Loan to be other than a "qualified mortgage" as

defined in Section 860G(a)(3) of the Code, any such cure or repurchase must

occur within 90 days from the date such breach was discovered; provided,

however, that if such defect relates solely to the inability of the Seller to

deliver the original Security Instrument or intervening assignments thereof, or

a certified copy because the originals of such documents, or a certified copy

have not been returned by the applicable jurisdiction, the Seller shall not be

required to purchase such Mortgage Loan if the Seller delivers such original

documents or certified copy promptly upon receipt, but in no event later than

360 days after the Closing Date. The foregoing repurchase obligation shall not

apply in the event that the Seller cannot deliver such original or copy of any

document submitted for recording to the appropriate recording office in the

applicable jurisdiction because such document has not been returned by such

office; provided that the Seller shall instead deliver a recording receipt of

such recording office or, if such receipt is not available, a certificate

confirming that such documents have been accepted for recording, and delivery to

the Trustee or the Custodian, as its agent, shall be effected by the Seller

within thirty days of its receipt of the original recorded document.

(b) No later than 180 days after the Closing Date, the Trustee or the

Custodian, as its agent, will review, for the benefit of the Certificateholders,

the Mortgage Files delivered to it and will execute and deliver or cause to be

executed and delivered to the Depositor and the Trustee a Final Certification.

In conducting such review, the Trustee or the Custodian, as its agent, will

ascertain whether an original of each document required to be recorded has been

returned from the recording office with evidence of recording thereon or a

certified copy has been obtained from the recording office. If the Trustee or

the Custodian, as its agent, finds a Material Defect, the Trustee or the

Custodian, as its agent, shall promptly notify the Seller (provided, however,

that with respect to those documents described in subsections (b)(I)(iv), (v),

and (vii) of Section 2.01 and subsection (b)(II)(ix) of Section 2.01, the

Trustee's and Custodian's obligations shall extend only to the documents

actually delivered to the Custodian pursuant to such subsections). In accordance

with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any

such defect within 90 days from the date of notice from the Trustee or the

Custodian, as its agent, of the Material Defect and if the Seller is unable to

cure such defect within such period, and if such defect materially and adversely

affects the interests of the related Certificateholders in the related Mortgage

Loan, the Trustee shall enforce the Seller's obligation under the Mortgage Loan

Purchase Agreement to, within 90 days from the Trustee's or Custodian's

notification, provide a Substitute Mortgage Loan (if within two years of the

Closing Date) or purchase such Mortgage Loan at the Repurchase Price, provided

that, if such defect would cause the Mortgage Loan to be other than a "qualified

mortgage" as defined in Section 860G(a)(3) of the Code, any such cure,

repurchase or substitution must occur within 90 days from the date such breach

was discovered, provided, however, that if such defect relates solely to the

inability of the Seller to deliver the original Security Instrument or

intervening assignments thereof, or a certified copy, because the originals of

such documents or a certified copy, have not been returned by the applicable

jurisdiction, the Seller shall not be required to purchase such Mortgage Loan,

if the Seller delivers such original documents or certified copy promptly upon

receipt, but in no event later than 360 days after the Closing Date. The

foregoing repurchase obligation shall not apply in the event that the Seller

cannot deliver such original or copy of any document submitted for recording to

the appropriate recording office in the applicable jurisdiction because such

document has not been returned by such office; provided that the Seller shall

instead deliver a recording receipt of such recording office or, if such receipt

is not available, a certificate confirming that such documents have been

accepted for recording, and delivery to the Trustee or the Custodian, as its

agent, shall be effected by the Seller within thirty days of its receipt of the

original recorded document.

accordance with Subsections 2.02(a) or (b) above, the Seller shall remit to the

Master Servicer the Repurchase Price for deposit in the Master Servicer

Collection Account and the Seller shall provide to the Securities Administrator

and the Trustee written notification detailing the components of the Repurchase

Price. Upon deposit of the Repurchase Price in the Master Servicer Collection

Account, the Depositor shall notify the Trustee and the Custodian, as agent of

the Trustee (upon receipt of a Request for Release in the form of Exhibit D

attached hereto with respect to such Mortgage Loan), shall release to the Seller

the related Mortgage File and the Trustee shall execute and deliver all

instruments of transfer or assignment, without recourse, representation or

warranty, furnished to it by the Seller, as are necessary to vest in the Seller

title to and rights under the Mortgage Loan. Such purchase shall be deemed to

have occurred on the date on which the Repurchase Price in immediately available

funds is received by the Paying Agent. The Master Servicer shall amend the

Mortgage Loan Schedule, which was previously delivered to it by the Depositor in

a form agreed to between the Depositor, the Master Servicer and the Trustee, to

reflect such repurchase and shall promptly notify the Rating Agencies and the

Securities Administrator of such amendment. The obligation of the Seller to

repurchase or substitute for any Mortgage Loan a Substitute Mortgage Loan as to

which such a defect in a constituent document exists shall be the sole remedy

respecting such defect available to the related Certificateholders or to the

Trustee on their behalf.

Section 2.03 ASSIGNMENT OF INTEREST IN THE MORTGAGE LOAN PURCHASE

AGREEMENT.

(a) The Depositor hereby assigns to the Trustee, on behalf of the

Certificateholders of the Certificates, all of its right, title and interest in

the Mortgage Loan Purchase Agreement, including but not limited to the

Depositor's rights and obligations pursuant to the Servicing Agreements (noting

that the Seller has retained the right in the event of breach of the

representations, warranties and covenants, if any, with respect to the related

Mortgage Loans of the related Servicer under the related Servicing Agreement to

enforce the provisions thereof and to seek all or any available remedies). The

obligations of the Seller to substitute or repurchase, as applicable, a Mortgage

Loan shall be the Trustee's and the related Certificateholders' sole remedy for

any breach thereof. At the request of the Trustee, the Depositor shall take such

actions as may be necessary to enforce the above right, title and interest on

behalf of the Trustee, the related Certificateholders of the Certificates shall

execute such further documents as the Trustee may reasonably require in order to

enable the Trustee to carry out such enforcement.

(b) If the Depositor, the Securities Administrator or the Trustee

discovers a breach of any of the representations and warranties set forth in the

Mortgage Loan Purchase Agreement, which breach materially and adversely affects

the value of the interests of related Certificateholders or the Trustee in the

related Mortgage Loan, the party discovering the breach shall give prompt

written notice of the breach to the other parties. The Seller, within 90 days of

its discovery or receipt of notice that such breach has occurred (whichever

occurs earlier), shall cure the breach in all material respects or, subject to

the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as

applicable, shall purchase the Mortgage Loan or any property acquired with

respect thereto from the Trustee; provided, however, that if there is a breach

of any representation set forth in the Mortgage Loan Purchase Agreement or

Section 2.04 of this Agreement, as applicable, and the Mortgage Loan or the

related property acquired with respect thereto has been sold, then the Seller

shall pay, in lieu of the Repurchase Price, any excess of the Repurchase Price

over the Net Liquidation Proceeds received upon such sale. If the Net

Liquidation Proceeds exceed the Repurchase Price, any excess shall be paid to

the Seller to the extent not required by law to be paid to the borrower. Any

such purchase by the Seller shall be made by providing an amount equal to the

Repurchase Price to the Master Servicer for deposit in the Master Servicer

Collection Account and written notification detailing the components of such

Repurchase Price to the Master Servicer. The Depositor shall notify the Trustee

and submit to the Custodian, as agent for the Trustee, a Request for Release,

and the Custodian shall release, or the Trustee shall cause the Custodian to

release, to the Seller the related Mortgage File and the Trustee shall execute

and deliver all instruments of transfer or assignment furnished to it by the

Seller, without recourse, representation or warranty as are necessary to vest in

the Seller title to and rights under the Mortgage Loan or any property acquired

with respect thereto. Such purchase shall be deemed to have occurred on the date

on which the Repurchase Price in available funds is received by the Trustee. The

Master Servicer shall amend the Mortgage Loan Schedule to reflect such

repurchase and shall promptly notify the Trustee and the Rating Agencies of such

amendment. Enforcement of the obligation of the Seller to purchase (or

substitute a Substitute Mortgage Loan for) any Mortgage Loan or any property

acquired with respect thereto (or pay the Repurchase Price as set forth in the

above proviso) as to which a breach has occurred and is continuing shall

constitute the sole remedy respecting such breach available to the

Certificateholders or the Trustee on their behalf.

Section 2.04 SUBSTITUTION OF MORTGAGE LOANS.

Notwithstanding anything to the contrary in this Agreement, in lieu of

purchasing a Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement or

Sections 2.02 or 2.03 of this Agreement, the Seller may, no later than the date

by which such purchase by the Seller would otherwise be required, tender to the

Trustee a Substitute Mortgage Loan accompanied by a certificate of an authorized

officer of the Seller that such Substitute Mortgage Loan conforms to the

requirements set forth in the definition of "Substitute Mortgage Loan" in this

Agreement; provided, however, that substitution pursuant to the Mortgage Loan

Purchase Agreement or Section 2.04 of this Agreement, as applicable, in lieu of

purchase shall not be permitted after the termination of the two-year period

beginning on the Startup Day; provided, further, that if the breach would cause

the Mortgage Loan to be other than a "qualified mortgage" as defined in Section

860G(a)(3) of the Code, any such cure or substitution must occur within 90 days

from the date the breach was discovered. The Custodian, as agent for the

Trustee, shall examine the Mortgage File for any Substitute Mortgage Loan in the

manner set forth in Section 2.02(a) and the Trustee or the Custodian, as its

agent, shall notify the Seller, in writing, within five Business Days after

receipt, whether or not the documents relating to the Substitute Mortgage Loan

satisfy the requirements of the fifth sentence of Subsection 2.02(a). Within two

Business Days after such notification, the Seller shall provide to the Master

Servicer for deposit in the Master Servicer Collection Account the amount, if

any, by which the Outstanding Principal Balance as of the next preceding Due

Date of the Mortgage Loan for which substitution is being made, after giving

effect to the Scheduled Principal due on such date, exceeds the Outstanding

Principal Balance as of such date of the Substitute Mortgage Loan, after giving

effect to Scheduled Principal due on such date, which amount shall be treated

for the purposes of this Agreement as if it were the payment by the Seller of

the Repurchase Price for the purchase of a Mortgage Loan by the Seller. After

such notification to the Seller and, if any such excess exists, upon receipt of

such deposit, the Trustee shall accept such Substitute Mortgage Loan which shall

thereafter be deemed to be a Mortgage Loan hereunder. In the event of such a

substitution, accrued interest on the Substitute Mortgage Loan for the month in

which the substitution occurs and any Principal Prepayments made thereon during

such month shall be the property of the Trust Fund and accrued interest for such

month on the Mortgage Loan for which the substitution is made and any Principal

Prepayments made thereon during such month shall be the property of the Seller.

The Scheduled Principal on a Substitute Mortgage Loan due on the Due Date in the

month of substitution shall be the property of the Seller and the Scheduled

Principal on the Mortgage Loan for which the substitution is made due on such

Due Date shall be the property of the Trust Fund. Upon acceptance of the

Substitute Mortgage Loan (and delivery to the Custodian of a Request for Release

for such Mortgage Loan), the Custodian, as agent for the Trustee, shall release

to the Seller the related Mortgage File related to any Mortgage Loan released

pursuant to the Mortgage Loan Purchase Agreement or Section 2.04 of this

Agreement, as applicable, and shall execute and deliver all instruments of

transfer or assignment, without recourse, representation or warranty in form as

provided to it as are necessary to vest in the Seller title to and rights under

any Mortgage Loan released pursuant to the Mortgage Loan Purchase Agreement or

Section 2.04 of this Agreement, as applicable. The Seller shall deliver to the

Custodian the documents related to the Substitute Mortgage Loan in accordance

with the provisions of the Mortgage Loan Purchase Agreement or Subsections

2.01(b) and 2.02(b) of this Agreement, as applicable, with the date of

acceptance of the Substitute Mortgage Loan deemed to be the Closing Date for

purposes of the time periods set forth in those Subsections. The representations

and warranties set forth in the Mortgage Loan Purchase Agreement shall be deemed

to have been made by the Seller with respect to each Substitute Mortgage Loan as

of the date of acceptance of such Mortgage Loan by the Trustee. The Master

Servicer shall amend the Mortgage Loan Schedule to reflect such substitution and

shall provide a copy of such amended Mortgage Loan Schedule to the Trustee and

the Rating Agencies.

Section 2.05 ISSUANCE OF CERTIFICATES.

(a) The Trustee acknowledges the assignment to it of the Mortgage Loans

and the other assets comprising the Trust Funds and, concurrently therewith, the

Certificate Registrar has signed, and countersigned and delivered to the

Depositor, in exchange therefor, the Certificates in such authorized

denominations representing such Fractional Undivided Interests as the Depositor

has requested. The Trustee agrees that it will hold the Mortgage Loans and such

other assets as may from time to time be delivered to it segregated on the books

of the Trustee in trust for the benefit of the related Certificateholders.

(b) The Depositor, concurrently with the execution and delivery hereof,

does hereby transfer, assign, set over and otherwise convey in trust to the

Trustee without recourse all the right, title and interest of the Depositor in

and to the REMIC I Regular Interests and REMIC II Regular Interests, and the

other assets of REMIC III for the benefit of the holders of the REMIC III

Interests. The Trustee acknowledges receipt of the REMIC I Regular Interests and

REMIC II Regular Interests (all of which are uncertificated) and the other

assets of REMIC III and declares that it holds and will hold the same in trust

for the exclusive use and benefit of the holders of the REMIC III Interests.

Section 2.06 REPRESENTATIONS AND WARRANTIES CONCERNING THE DEPOSITOR.

The Depositor hereby represents and warrants to the Trustee, the Master

Servicer and the Securities Administrator as follows:

(a) the Depositor (i) is a corporation duly organized, validly existing

and in good standing under the laws of the State of Delaware and (ii) is

qualified and in good standing as a foreign corporation to do business in each

jurisdiction where such qualification is necessary, except where the failure so

to qualify would not reasonably be expected to have a material adverse effect on

the Depositor's business as presently conducted or on the Depositor's ability to

enter into this Agreement and to consummate the transactions contemplated

hereby;

(b) the Depositor has full corporate power to own its property, to

carry on its business as presently conducted and to enter into and perform its

obligations under this Agreement;

been duly authorized by all necessary corporate action on the part of the

Depositor; and neither the execution and delivery of this Agreement, nor the

consummation of the transactions herein contemplated, nor compliance with the

provisions hereof, will conflict with or result in a breach of, or constitute a

default under, any of the provisions of any law, governmental rule, regulation,

judgment, decree or order binding on the Depositor or its properties or the

articles of incorporation or by-laws of the Depositor, except those conflicts,

breaches or defaults which would not reasonably be expected to have a material

adverse effect on the Depositor's ability to enter into this Agreement and to

consummate the transactions contemplated hereby;

(d) the execution, delivery and performance by the Depositor of this

Agreement and the consummation of the transactions contemplated hereby do not

require the consent or approval of, the giving of notice to, the registration

with, or the taking of any other action in respect of, any state, federal or

other governmental authority or agency, except those consents, approvals,

notices, registrations or other actions as have already been obtained, given or

made;

(e) this Agreement has been duly executed and delivered by the

Depositor and, assuming due authorization, execution and delivery by the other

parties hereto, constitutes a valid and binding obligation of the Depositor

enforceable against it in accordance with its terms (subject to applicable

bankruptcy and insolvency laws and other similar laws affecting the enforcement

of the rights of creditors generally);

(f) there are no actions, suits or proceedings pending or, to the

knowledge of the Depositor, threatened against the Depositor, before or by any

court, administrative agency, arbitrator or governmental body (i) with respect

to any of the transactions contemplated by this Agreement or (ii) with respect

to any other matter which in the judgment of the Depositor will be determined

adversely to the Depositor and will if determined adversely to the Depositor

materially and adversely affect the Depositor's ability to enter into this

Agreement or perform its obligations under this Agreement; and the Depositor is

not in default with respect to any order of any court, administrative agency,

arbitrator or governmental body so as to materially and adversely affect the

transactions contemplated by this Agreement; and

(g) immediately prior to the transfer and assignment to the Trustee,

each Mortgage Note and each Mortgage were not subject to an assignment or

pledge, and the Depositor had good and marketable title to and was the sole

owner thereof and had full right to transfer and sell such Mortgage Loan to the

Trustee free and clear of any encumbrance, equity, lien, pledge, charge, claim

or security interest.

<PAGE>

ARTICLE III

Administration of the Trust Fund and Servicing of Mortgage Loans

Section 3.01 MASTER SERVICER AND SECURITIES ADMINISTRATOR.

The Master Servicer shall supervise, monitor and oversee the obligation

of the Servicers to service and administer their respective Mortgage Loans in

accordance with the terms of the applicable Servicing Agreements and shall have

full power and authority to do any and all things which it may deem necessary or

desirable in connection with such master servicing and administration. In

performing its obligations hereunder, the Master Servicer shall act in a manner

consistent with Accepted Master Servicing Practices. Furthermore, the Master

Servicer shall oversee and consult with each Servicer as necessary from

time-to-time to carry out the Master Servicer's obligations hereunder, shall

receive, review and evaluate all reports, information and other data provided to

the Master Servicer by each Servicer and shall cause each Servicer to perform

and observe the covenants, obligations and conditions to be performed or

observed by such Servicer under its applicable Servicing Agreement. The Master

Servicer shall independently and separately monitor each Servicer's servicing

activities with respect to each related Mortgage Loan, reconcile the results of

such monitoring with such information provided in the previous sentence on a

monthly basis and coordinate corrective adjustments to the Servicers' and Master

Servicer's records, and based on such reconciled and corrected information, the

Master Servicer shall provide such information to the Securities Administrator

as shall be necessary in order for it to prepare the statements specified in

Section 6.05(a), and prepare any other information and statements required to be

forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile

the results of its Mortgage Loan monitoring with the actual remittances of the

Servicers pursuant to the applicable Servicing Agreements.

The Trustee shall furnish the Servicers and the Master Servicer with

any powers of attorney and other documents in form as provided to it necessary

or appropriate to enable the Servicers and the Master Servicer to service and

administer the related Mortgage Loans and REO Property. The Trustee shall be

indemnified by the Master Servicer for any costs, liabilities or expenses

incurred by it in connection with such powers of attorney.

The Trustee or the Custodian shall provide access to the records and

documentation in possession of the Trustee regarding the related Mortgage Loans

and REO Property and the servicing thereof to the related Certificateholders,

the FDIC, and the supervisory agents and examiners of the FDIC, such access

being afforded only upon reasonable prior written request and during normal

business hours at the office of the Trustee; provided, however, that, unless

otherwise required by law, the Trustee shall not be required to provide access

to such records and documentation if the provision thereof would violate the

legal right to privacy of any Mortgagor. The Trustee shall allow representatives

of the above entities to photocopy any of the records and documentation and

shall provide equipment for that purpose at a charge that covers the Trustee's

actual costs.

The Trustee shall execute and deliver to the related Servicer and the

Master Servicer any court pleadings, requests for trustee's sale or other

documents necessary or desirable to (i) the foreclosure or trustee's sale with

respect to a Mortgaged Property; (ii) any legal action brought to obtain

judgment against any Mortgagor on the Mortgage Note or Security Instrument;

(iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any

other rights or remedies provided by the Mortgage Note or Security Instrument or

otherwise available at law or equity.

Section 3.02 REMIC-RELATED COVENANTS.

For as long as each REMIC shall exist, the Trustee and the Securities

Administrator shall act in accordance herewith to assure continuing treatment of

such REMIC as a REMIC, and the Trustee and the Securities Administrator shall

comply with any directions of the Depositor, the related Servicer or the Master

Servicer to assure such continuing treatment. In particular, the Trustee shall

not (a) sell or permit the sale of all or any portion of the Mortgage Loans or

of any investment of deposits in an Account unless such sale is as a result of a

repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has

received a REMIC Opinion addressed to the Trustee prepared at the expense of the

Trust Fund; and (b) other than with respect to a substitution pursuant to the

Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as

applicable, accept any contribution to any REMIC after the Startup Day without

receipt of a REMIC Opinion addressed to the Trustee.

Section 3.03 MONITORING OF SERVICERS.

(a) The Master Servicer shall be responsible for reporting to the

Trustee and the Depositor the compliance by each Servicer with its duties under

the related Servicing Agreement. In the review of each Servicer's activities,

the Master Servicer may rely upon an officer's certificate of the Servicer (or

similar document signed by an officer of the Servicer) with regard to such

Servicer's compliance with the terms of its Servicing Agreement. In the event

that the Master Servicer, in its judgment, determines that a Servicer (other

than Wells Fargo) should be terminated in accordance with its Servicing

Agreement, or that a notice should be sent pursuant to such Servicing Agreement

with respect to the occurrence of an event that, unless cured, would constitute

grounds for such termination, the Master Servicer shall notify the Depositor and

the Trustee thereof and the Master Servicer shall issue such notice or take such

other action as it deems appropriate. In the event that the Master Servicer, in

its judgment, determines that Wells Fargo should be terminated in accordance

with the Wells Fargo Servicing Agreement, or that a notice should be sent

pursuant to the Wells Fargo Servicing Agreement with respect to the occurrence

of an event that, unless cured, would constitute grounds for such termination,

the Master Servicer shall notify the Depositor and the Trustee thereof in

writing. Pursuant to its receipt of such written notification from the Master

Servicer, the Trustee shall issue such notice of termination to Wells Fargo or

take such other action as it deems appropriate.

(b) The Master Servicer, for the benefit of the Trustee and the

Certificateholders, shall enforce the obligations of each Servicer under the

related Servicing Agreement, and shall, in the event that a Servicer other than

Wells Fargo fails to perform its obligations in accordance with the related

Servicing Agreement, subject to the preceding paragraph, terminate the rights

and obligations of such Servicer thereunder and act as servicer of the related

Mortgage Loans or to cause the Trustee to enter into a new Servicing Agreement

with a successor Servicer selected by the Master Servicer; provided, however, it

is understood and acknowledged by the parties hereto that there will be a period

of transition (not to exceed 90 days) before the actual servicing functions can

be fully transferred to such successor Servicer. In the event that Wells Fargo

fails to perform its obligations in accordance with the Wells Fargo Servicing

Agreement, subject to the preceding paragraph, the Master Servicer shall notify

the Trustee in writing of such failure. Pursuant to its receipt of such

notification from the Master Servicer, the Trustee shall terminate the rights

and obligations of Wells Fargo under the Wells Fargo Servicing Agreement and

enter in to a new Servicing Agreement with a successor Servicer selected by the

Trustee; provided, however, it is understood and acknowledged by the parties

hereto that there will be a period of transition (not to exceed 90 days) before

the actual servicing functions can be fully transferred to such successor

Servicer. In either event, such enforcement, including, without limitation, the

legal prosecution of claims, termination of Servicing Agreements and the pursuit

of other appropriate remedies, shall be in such form and carried out to such an

extent and at such time as the Master Servicer (or in the case Wells Fargo is

terminated as the Servicer, the Trustee) in its good faith business judgment,

would require were it the owner of the related Mortgage Loans. The Master

Servicer shall pay the costs of such enforcement at its own expense, provided

that the Master Servicer shall not be required to prosecute or defend any legal

action except to the extent that the Master Servicer shall have received

reasonable indemnity for its costs and expenses in pursuing such action. In the

event that Wells Fargo is terminated as the Servicer, the Trustee shall pay the

costs of such enforcement at its own expense, subject to its right to be

reimbursed for such costs from the Master Servicer Collection Account pursuant

to Section 3.03(c); provided that the Trustee shall not be required to prosecute

or defend any legal action except to the extent that the Trustee shall have

received reasonable indemnity for its costs and expenses in pursuing such

action. Nothing herein shall impose any obligation on the part of the Trustee to

assume or succeed to the duties or obligations of Wells Fargo or the Master

Servicer.

extent that the costs and expenses of the Trustee related to any termination of

Wells Fargo, or the enforcement or prosecution of related claims, rights or

remedies, or the appointment of a successor Servicer (including, without

limitation, (i) all legal costs and expenses and all due diligence costs and

expenses associated with an evaluation of the potential termination of the Wells

Fargo as a result of an event of default by Wells Fargo and (ii) all costs and

expenses associated with the complete transfer of servicing, including all

servicing files and all servicing data and the completion, correction or

manipulation of such servicing data as may be required by the successor Servicer

to correct any errors or insufficiencies in the servicing data or otherwise to

enable the successor Servicer to service the Mortgage Loans in accordance with

the related Servicing Agreement) are not fully and timely reimbursed by Wells

Fargo after such termination, the Trustee shall be entitled to reimbursement of

such costs and expenses from the Master Servicer Collection Account (which the

Master Servicer hereby agrees to pay to the Trustee from the Master Servicer

Collection Account upon demand) or, to the extent not paid from such account,

the Trustee shall be entitled to reimburse itself for such costs and expenses

from the Distribution Account. In all other cases, to the extent that the costs

and expenses of the Master Servicer related to any termination of a Servicer

(other than Wells Fargo), appointment of a successor Servicer or the transfer

and assumption of servicing by the Master Servicer with respect to any Servicing

Agreement (including, without limitation, (i) all legal costs and expenses and

all due diligence costs and expenses associated with an evaluation of the

potential termination of the Servicer as a result of an event of default by such

Servicer and (ii) all costs and expenses associated with the complete transfer

of servicing, including all servicing files and all servicing data and the

completion, correction or manipulation of such servicing data as may be required

by the successor servicer to correct any errors or insufficiencies in the

servicing data or otherwise to enable the successor servicer to service the

Mortgage Loans in accordance with the related Servicing Agreement) are not fully

and timely reimbursed by the terminated Servicer, the Master Servicer shall be

entitled to reimbursement of such costs and expenses from the Master Servicer

Collection Account.

(d) The Master Servicer shall require each Servicer to comply with the

remittance requirements and other obligations set forth in the related Servicing

Agreement.

(e) If the Master Servicer acts as Servicer, it will not assume

liability for the representations and warranties of the Servicer (other than

Wells Fargo), if any, that it replaces.

Section 3.04 FIDELITY BOND.

The Master Servicer, at its expense, shall maintain in effect a blanket

fidelity bond and an errors and omissions insurance policy, affording coverage

with respect to all directors, officers, employees and other Persons acting on

such Master Servicer's behalf, and covering errors and omissions in the

performance of the Master Servicer's obligations hereunder. The errors and

omissions insurance policy and the fidelity bond shall be in such form and

amount generally acceptable for entities serving as master servicers or

trustees.

Section 3.05 POWER TO ACT; PROCEDURES.

The Master Servicer shall master service the Mortgage Loans and shall

have full power and authority, subject to the REMIC Provisions and the

provisions of Article X hereof, to do any and all things that it may deem

necessary or desirable in connection with the master servicing and

administration of the Mortgage Loans, including but not limited to the power and

authority (i) to execute and deliver, on behalf of the Holders of the

Certificates and the Trustee, customary consents or waivers and other

instruments and documents, (ii) to consent to transfers of any Mortgaged

Property and assumptions of the Mortgage Notes and related Mortgages, (iii) to

collect any Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries,

and (iv) to effectuate foreclosure or other conversion of the ownership of the

Mortgaged Property securing any Mortgage Loan, in each case, in accordance with

the provisions of this Agreement and the related Servicing Agreement, as

applicable; provided, however, that the Master Servicer shall not (and,

consistent with its responsibilities under Section 3.03, shall not permit any

Servicer to) knowingly or intentionally take any action, or fail to take (or

fail to cause to be taken) any action reasonably within its control and the

scope of duties more specifically set forth herein, that, under the REMIC

Provisions, if taken or not taken, as the case may be, would cause any related

REMIC to fail to qualify as a REMIC or result in the imposition of a tax upon

the Trust Funds (including but not limited to the tax on prohibited transactions

as defined in Section 860F(a)(2) of the Code and the tax on contributions to a

REMIC set forth in Section 860G(d) of the Code) unless the Master Servicer has

received an Opinion of Counsel (but not at the expense of the Master Servicer)

to the effect that the contemplated action would not cause any REMIC to fail to

qualify as a REMIC or result in the imposition of a tax upon any REMIC. The

Trustee shall furnish the Master Servicer, upon written request from a Servicing

Officer, with any powers of attorney empowering the Master Servicer or any

Servicer to execute and deliver instruments of satisfaction or cancellation, or

of partial or full release or discharge, and to foreclose upon or otherwise

liquidate Mortgaged Property, and to appeal, prosecute or defend in any court

action relating to the Mortgage Loans or the Mortgaged Property, in accordance

with the related Servicing Agreement and this Agreement, and the Trustee shall

execute and deliver such other documents, as the Master Servicer may request, to

enable the Master Servicer to master service and administer the Mortgage Loans

and carry out its duties hereunder, in each case in accordance with Accepted

Master Servicing Practices (and the Trustee shall have no liability for misuse

of any such powers of attorney by the Master Servicer or any Servicer). If the

Master Servicer or the Trustee has been advised that it is likely that the laws

of the state in which action is to be taken prohibit such action if taken in the

name of the Trustee or that the Trustee would be adversely affected under the

"doing business" or tax laws of such state if such action is taken in its name,

the Master Servicer shall join with the Trustee in the appointment of a

co-trustee pursuant to Section 9.11 hereof. In the performance of its duties

hereunder, the Master Servicer shall be an independent contractor and shall not,

except in those instances where it is taking action in the name of the Trustee,

be deemed to be the agent of the Trustee.

Section 3.06 DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS.

To the extent provided in the applicable Servicing Agreement, to the

extent Mortgage Loans contain enforceable due-on-sale clauses, the Master

Servicer shall cause the Servicers to enforce such clauses in accordance with

the applicable Servicing Agreement. If applicable law prohibits the enforcement

of a due-on-sale clause or such clause is otherwise not enforced in accordance

with the applicable Servicing Agreement, and, as a consequence, a Mortgage Loan

is assumed, the original Mortgagor may be released from liability in accordance

with the Servicing Agreement.

Section 3.07 RELEASE OF MORTGAGE FILES.

(a) Upon becoming aware of the payment in full of any Mortgage Loan, or

the receipt by any Servicer of a notification that payment in full has been

escrowed in a manner customary for such purposes for payment to related

Certificateholders on the next Distribution Date, the Servicer will, if required

under the applicable Servicing Agreement (or if the applicable Servicer does

not, the Master Servicer may), promptly furnish to the Custodian, on behalf of

the Trustee, two copies of a certification substantially in the form of Exhibit

D hereto signed by a Servicing Officer or in a mutually agreeable electronic

format which will, in lieu of a signature on its face, originate from a

Servicing Officer (which certification shall include a statement to the effect

that all amounts received in connection with such payment that are required to

be deposited in the Protected Account maintained by the applicable Servicer

pursuant to Section 4.01 or by the applicable Servicer pursuant to the

applicable Servicing Agreement have been or will be so deposited) and shall

request that the Custodian, on behalf of the Trustee, deliver to the Servicer

the related Mortgage File. Upon receipt of such certification and request, the

Custodian, on behalf of the Trustee, shall promptly release the related Mortgage

File to the Servicer and the Trustee and Custodian shall have no further

responsibility with regard to such Mortgage File. Upon any such payment in full,

each Servicer is authorized, to give, as agent for the Trustee, as the mortgagee

under the Mortgage that secured the Mortgage Loan, an instrument of satisfaction

(or assignment of mortgage without recourse) regarding the Mortgaged Property

subject to the Mortgage, which instrument of satisfaction or assignment, as the

case may be, shall be delivered to the Person or Persons entitled thereto

against receipt therefor of such payment, it being understood and agreed that no

expenses incurred in connection with such instrument of satisfaction or

assignment, as the case may be, shall be chargeable to the Protected Account.

(b) From time to time and as appropriate for the servicing or

foreclosure of any Mortgage Loan and in accordance with the applicable Servicing

Agreement, the Trustee shall execute such documents as shall be prepared and

furnished to the Trustee by a Servicer or the Master Servicer (in form

reasonably acceptable to the Trustee) and as are necessary to the prosecution of

any such proceedings. The Custodian, on behalf of the Trustee, shall, upon the

request of a Servicer or the Master Servicer, and delivery to the Custodian, on

behalf of the Trustee, of two copies of a request for release signed by a

Servicing Officer substantially in the form of Exhibit D (or in a mutually

agreeable electronic format which will, in lieu of a signature on its face,

originate from a Servicing Officer), release the related Mortgage File held in

its possession or control to the Servicer or the Master Servicer. Such trust

receipt shall obligate the Servicer or the Master Servicer to return the

Mortgage File to the Custodian on behalf of the Trustee, when the need therefor

by the Servicer or the Master Servicer no longer exists unless the Mortgage Loan

shall be liquidated, in which case, upon receipt of a certificate of a Servicing

Officer similar to that hereinabove specified, the Mortgage File shall be

released by the Custodian, on behalf of the Trustee, to the Servicer or the

Master Servicer.

Section 3.08 DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF MASTER

SERVICER TO BE HELD FOR TRUSTEE.

(a) The Master Servicer shall transmit and each Servicer (to the extent

required by the related Servicing Agreement) shall transmit to the Trustee or

Custodian such documents and instruments coming into the possession of the

Master Servicer or such Servicer from time to time as are required by the terms

hereof, or in the case of the Servicers, the applicable Servicing Agreement, to

be delivered to the Trustee or Custodian. Any funds received by the Master

Servicer or by a Servicer in respect of any Mortgage Loan or which otherwise are

collected by the Master Servicer or by a Servicer as Liquidation Proceeds,

Insurance Proceeds or Subsequent Recoveries in respect of any Mortgage Loan

shall be held for the benefit of the Trustee and the related Certificateholders

subject to the Master Servicer's right to retain or withdraw from the Master

Servicer Collection Account the Master Servicing Compensation and other amounts

provided in this Agreement, and to the right of each Servicer to retain its

Servicing Fee and other amounts as provided in the applicable Servicing

Agreement. The Master Servicer shall, and (to the extent provided in the

applicable Servicing Agreement) shall cause each Servicer to, provide access to

information and documentation regarding the Mortgage Loans to the Trustee, its

agents and accountants at any time upon reasonable request and during normal

business hours, to related Certificateholders that are savings and loan

associations, banks or insurance companies, the Office of Thrift Supervision,

the FDIC and the supervisory agents and examiners of such Office and Corporation

or examiners of any other federal or state banking or insurance regulatory

authority if so required by applicable regulations of the Office of Thrift

Supervision or other regulatory authority, such access to be afforded without

charge but only upon reasonable request in writing and during normal business

hours at the offices of the Master Servicer designated by it. In fulfilling such

a request the Master Servicer shall not be responsible for determining the

sufficiency of such information.

(b) All Mortgage Files and funds collected or held by, or under the

control of, the Master Servicer, in respect of any Mortgage Loans, whether from

the collection of principal and interest payments or from Liquidation Proceeds,

Insurance Proceeds or Subsequent Recoveries, shall be held by the Master

Servicer for and on behalf of the Trustee and the related Certificateholders and

shall be and remain the sole and exclusive property of the Trustee; provided,

however, that the Master Servicer and each Servicer shall be entitled to setoff

against, and deduct from, any such funds any amounts that are properly due and

payable to the Master Servicer or such Servicer under this Agreement or the

applicable Servicing Agreement.

Section 3.09 STANDARD HAZARD INSURANCE AND FLOOD INSURANCE POLICIES.

(a) For each Mortgage Loan, the Master Servicer shall enforce any

obligation of the Servicers under the related Servicing Agreements to maintain

or cause to be maintained standard fire and casualty insurance and, where

applicable, flood insurance, all in accordance with the provisions of the

related Servicing Agreements. It is understood and agreed that such insurance

shall be with insurers meeting the eligibility requirements set forth in the

applicable Servicing Agreement and that no earthquake or other additional

insurance is to be required of any Mortgagor or to be maintained on property

acquired in respect of a defaulted loan, other than pursuant to such applicable

laws and regulations as shall at any time be in force and as shall require such

additional insurance.

(b) Pursuant to Section 4.01 and 4.02, any amounts collected by the

Servicers or the Master Servicer, or by any Servicer, under any insurance

policies (other than amounts to be applied to the restoration or repair of the

property subject to the related Mortgage or released to the Mortgagor in

accordance with the applicable Servicing Agreement) shall be deposited into the

Master Servicer Collection Account, subject to withdrawal pursuant to Section

4.02 and 4.03. Any cost incurred by the Master Servicer or any Servicer in

maintaining any such insurance if the Mortgagor defaults in its obligation to do

so shall be added to the amount owing under the Mortgage Loan where the terms of

the Mortgage Loan so permit; provided, however, that the addition of any such

cost shall not be taken into account for purposes of calculating the

distributions to be made to Certificateholders and shall be recoverable by the

Master Servicer or such Servicer pursuant to Section 4.02 and 4.03.

Section 3.10 PRESENTMENT OF CLAIMS AND COLLECTION OF PROCEEDS.

The Master Servicer shall (to the extent provided in the applicable

Servicing Agreement) cause the related Servicer to prepare and present on behalf

of the Trustee and the Certificateholders all claims under the Insurance

Policies and take such actions (including the negotiation, settlement,

compromise or enforcement of the insured's claim) as shall be necessary to

realize recovery under such policies. Any proceeds disbursed to the Master

Servicer (or disbursed to a Servicer and remitted to the Master Servicer) in

respect of such policies, bonds or contracts shall be promptly deposited in the

Master Servicer Collection Account upon receipt, except that any amounts

realized that are to be applied to the repair or restoration of the related

Mortgaged Property as a condition precedent to the presentation of claims on the

related Mortgage Loan to the insurer under any applicable Insurance Policy need

not be so deposited (or remitted).

Section 3.11 MAINTENANCE OF THE PRIMARY MORTGAGE INSURANCE POLICIES.

(a) The Master Servicer shall not take, or permit any Servicer (to the

extent such action is prohibited under the applicable Servicing Agreement) to

take, any action that would result in noncoverage under any applicable Primary

Mortgage Insurance Policy of any loss which, but for the actions of the Master

Servicer or such Servicer, would have been covered thereunder. The Master

Servicer shall use its best reasonable efforts to cause each Servicer (to the

extent required under the related Servicing Agreement) to keep in force and

effect (to the extent that the Mortgage Loan requires the Mortgagor to maintain

such insurance), primary mortgage insurance applicable to each Mortgage Loan in

accordance with the provisions of this Agreement and the related Servicing

Agreement, as applicable. The Master Servicer shall not, and shall not permit

any Servicer (to the extent required under the related Servicing Agreement) to,

cancel or refuse to renew any such Primary Mortgage Insurance Policy that is in

effect at the date of the initial issuance of the Mortgage Note and is required

to be kept in force hereunder except in accordance with the provisions of this

Agreement and the related Servicing Agreement, as applicable.

(b) The Master Servicer agrees to present, or to cause each Servicer

(to the extent required under the related Servicing Agreement) to present, on

behalf of the Trustee and the Certificateholders, claims to the insurer under

any Primary Mortgage Insurance Policies and, in this regard, to take such

reasonable action as shall be necessary to permit recovery under any Primary

Mortgage Insurance Policies respecting defaulted Mortgage Loans. Pursuant to

Section 4.01 and 4.02, any amounts collected by the Master Servicer or any

Servicer under any Primary Mortgage Insurance Policies shall be deposited in the

Master Servicer Collection Account, subject to withdrawal pursuant to Sections

4.02 and 4.03.

Section 3.12 TRUSTEE TO RETAIN POSSESSION OF CERTAIN INSURANCE

POLICIES AND DOCUMENTS.

The Trustee (or the Custodian, as directed by the Trustee), shall

retain possession and custody of the originals (to the extent available) of any

Primary Mortgage Insurance Policies, or certificate of insurance if applicable,

and any certificates of renewal as to the foregoing as may be issued from time

to time as contemplated by this Agreement. Until all amounts distributable in

respect of the Certificates have been distributed in full and the Master

Servicer otherwise has fulfilled its obligations under this Agreement, the

Trustee (or its Custodian, if any, as directed by the Trustee) shall also retain

possession and custody of each Mortgage File in accordance with and subject to

the terms and conditions of this Agreement. The Master Servicer shall promptly

deliver or cause to be delivered to the Trustee (or the Custodian, as directed

by the Trustee), upon the execution or receipt thereof the originals of any

Primary Mortgage Insurance Policies, any certificates of renewal, and such other

documents or instruments that constitute portions of the Mortgage File that come

into the possession of the Master Servicer from time to time.

Section 3.13 REALIZATION UPON DEFAULTED MORTGAGE LOANS.

The Master Servicer shall cause each Servicer (to the extent required

under the related Servicing Agreement) to foreclose upon, repossess or otherwise

comparably convert the ownership of Mortgaged Properties securing such of the

Mortgage Loans as come into and continue in default and as to which no

satisfactory arrangements can be made for collection of delinquent payments, all

in accordance with the applicable Servicing Agreement.

Section 3.14 COMPENSATION FOR THE MASTER SERVICER.

The Master Servicer will be entitled to (i) the Master Servicing Fee;

provided, that the aggregate Master Servicing Fee with respect to any

Distribution Date shall be reduced by an amount equal to the Compensating

Interest payable by the Master Servicer for such Distribution Date pursuant to

Section 6.07 hereof, plus (ii) all income and gain realized from any investment

of funds in the Distribution Account and the Master Servicer Collection Account,

pursuant to Article IV, for the performance of its activities hereunder.

Servicing compensation in the form of assumption fees, if any, late payment

charges, as collected, if any, or otherwise (but not including any prepayment

premium or penalty) shall be retained by the applicable Servicer and shall not

be deposited in the Protected Account. The Master Servicer shall be required to

pay all expenses incurred by it in connection with its activities hereunder and

shall not be entitled to reimbursement therefor except as provided in this

Agreement.

Section 3.15 REO PROPERTY.

(a) In the event the Trust Fund acquires ownership of any REO Property

in respect of any related Mortgage Loan, the deed or certificate of sale shall

be issued to the Trustee, or to its nominee, on behalf of the related

Certificateholders. The Master Servicer shall, to the extent provided in the

applicable Servicing Agreement, cause the applicable Servicer to sell any REO

Property as expeditiously as possible and in accordance with the provisions of

this Agreement and the related Servicing Agreement, as applicable. Pursuant to

its efforts to sell such REO Property, the Master Servicer shall cause the

applicable Servicer to protect and conserve, such REO Property in the manner and

to the extent required by the applicable Servicing Agreement, in accordance with

the REMIC Provisions and in a manner that does not result in a tax on "net

income from foreclosure property" or cause such REO Property to fail to qualify

as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code.

(b) The Master Servicer shall, to the extent required by the related

Servicing Agreement, cause the applicable Servicer to deposit all funds

collected and received in connection with the operation of any REO Property in

the Protected Account.

disposition of any REO Property, shall be entitled to reimbursement for any

related unreimbursed Monthly Advances and other unreimbursed advances as well as

any unpaid Servicing Fees from Liquidation Proceeds received in connection with

the final disposition of such REO Property; provided, that any such unreimbursed

Monthly Advances as well as any unpaid Servicing Fees may be reimbursed or paid,

as the case may be, prior to final disposition, out of any net rental income or

other net amounts derived from such REO Property.

(d) To the extent provided in the related Servicing Agreement, the

Liquidation Proceeds from the final disposition of the REO Property, net of any

payment to the Master Servicer and the applicable Servicer as provided above

shall be deposited in the Protected Account on or prior to the Determination

Date in the month following receipt thereof and be remitted by wire transfer in

immediately available funds to the Master Servicer for deposit into the related

Master Servicer Collection Account on the next succeeding Servicer Remittance

Date.

Section 3.16 ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE.

(a) The Master Servicer shall deliver to the Trustee and the Rating

Agencies on or before March 1 of each year, commencing on March 1, 2006, an

Officer's Certificate, certifying that with respect to the period ending

December 31 of the prior year: (i) such Servicing Officer has reviewed the

activities of such Master Servicer during the preceding calendar year or portion

thereof and its performance under this Agreement, (ii) to the best of such

Servicing Officer's knowledge, based on such review, such Master Servicer has

performed and fulfilled its duties, responsibilities and obligations under this

Agreement in all material respects throughout such year, or, if there has been a

default in the fulfillment of any such duties, responsibilities or obligations,

specifying each such default known to such Servicing Officer and the nature and

status thereof, (iii) nothing has come to the attention of such Servicing

Officer to lead such Servicing Officer to believe that any Servicer has failed

to perform any of its duties, responsibilities and obligations under its

Servicing Agreement in all material respects throughout such year, or, if there

has been a material default in the performance or fulfillment of any such

duties, responsibilities or obligations, specifying each such default known to

such Servicing Officer and the nature and status thereof.

(b) Copies of such statements shall be provided to any

Certificateholder upon request, by the Master Servicer or by the Trustee at the

Master Servicer's expense if the Master Servicer failed to provide such copies

(unless (i) the Master Servicer shall have failed to provide the Trustee with

such statement or (ii) the Trustee shall be unaware of the Master Servicer's

failure to provide such statement).

Section 3.17 ANNUAL INDEPENDENT ACCOUNTANT'S SERVICING REPORT.

If the Master Servicer has, during the course of any calendar year,

directly serviced any of the Mortgage Loans, then the Master Servicer at its

expense shall cause a nationally recognized firm of independent certified public

accountants to furnish a statement to the Trustee, the Rating Agencies and the

Depositor on or before March 1 of each year to the effect that, with respect to

the most recently ended calendar year, such firm has examined certain records

and documents relating to the Master Servicer's performance of its servicing

obligations under this Agreement and pooling and servicing and trust agreements

in material respects similar to this Agreement and to each other and that, on

the basis of such examination conducted substantially in compliance with the

audit program for mortgages serviced for Freddie Mac or the Uniform Single

Attestation Program for Mortgage Bankers, such firm is of the opinion that the

Master Servicer's activities have been conducted in compliance with this

Agreement, or that such examination has disclosed no material items of

noncompliance except for (i) such exceptions as such firm believes to be

immaterial, (ii) such other exceptions as are set forth in such statement and

(iii) such exceptions that the Uniform Single Attestation Program for Mortgage

Bankers or the Audit Program for Mortgages Serviced by Freddie Mac requires it

to report. Copies of such statements shall be provided to any Certificateholder

upon request by the Master Servicer, or by the Trustee at the expense of the

Master Servicer if the Master Servicer shall fail to provide such copies but

only if the Master Servicer has provided the Trustee with such statement. If

such report discloses exceptions that are material, the Master Servicer shall

advise the Trustee whether such exceptions have been or are susceptible of cure,

and will take prompt action to do so.

Section 3.18 REPORTS FILED WITH SECURITIES AND EXCHANGE COMMISSION.

Within 15 days after each Distribution Date, the Securities

Administrator shall, in accordance with industry standards, file with the

Commission via the Electronic Data Gathering and Retrieval System ("EDGAR"), a

Form 8 K (or other comparable form containing the comparable information or

other information mutually agreed upon) with a copy of Certificate Distribution

Report for such Distribution Date as an exhibit thereto. Prior to January 30 in

any year, the Securities Administrator shall, in accordance with industry

standards and only if instructed by the Depositor, file a Form 15 Suspension

Notice with respect to the Trust Fund, if applicable. Prior to (i) March 15,

2006 and (ii) unless and until a Form 15 Suspension Notice shall have been

filed, prior to March 15 of each year thereafter, the Master Servicer shall

provide the Securities Administrator with a Master Servicer Certification,

together with a copy of the annual independent accountant's servicing report of

each Servicer and annual statement of compliance of each Servicer, in each case,

required to be delivered pursuant to the related Servicing Agreement, and, if

applicable, the annual independent accountant's servicing report and annual

statement of compliance to be delivered by the Master Servicer pursuant to

Sections 3.16 and 3.17. Prior to (i) March 31, 2006, or such earlier filing date

as may be required by the Commission, and (ii) unless and until a Form 15

Suspension Notice shall have been filed, March 31 of each year thereafter, or

such earlier filing date as may be required by the Commission, the Securities

Administrator shall file a Form 10-K, in substance conforming to industry

standards, with respect to the Trust Fund. Such Form 10-K shall include the

Master Servicer Certification and other documentation provided by the Master

Servicer pursuant to the second preceding sentence. The Depositor hereby grants

to the Securities Administrator a limited power of attorney to execute and file

each such document on behalf of the Depositor. Such power of attorney shall

continue until either the earlier of (i) receipt by the Securities Administrator

from the Depositor of written termination of such power of attorney and (ii) the

termination of the Trust Fund. The Depositor agrees to promptly furnish to the

Securities Administrator, from time to time upon request, such further

information, reports and financial statements within its control related to this

Agreement and the Mortgage Loans as the Securities Administrator reasonably

deems appropriate to prepare and file all necessary reports with the Commission.

The Securities Administrator shall have no responsibility to file any items

other than those specified in this Section 3.18; provided, however, the

Securities Administrator will cooperate with the Depositor in connection with

any additional filings with respect to the Trust Fund as the Depositor deems

necessary under the Securities Exchange Act of 1934, as amended (the "Exchange

Act"). Fees and expenses incurred by the Securities Administrator in connection

with this Section 3.18 shall not be reimbursable from the Trust Fund.

Section 3.19 [Reserved].

Section 3.20 UCC.

The Depositor shall inform the Trustee in writing of any Uniform

Commercial Code financing statements that were filed on the Closing Date in

connection with the Trust with stamped recorded copies of such financing

statements to be delivered to the Trustee promptly upon receipt by the

Depositor. If directed by the Depositor in writing, the Trustee will file any

continuation statements solely at the expense of the Depositor. The Depositor

shall file any financing statements or amendments thereto required by any change

in the Uniform Commercial Code.

Section 3.21 OPTIONAL PURCHASE OF DEFAULTED MORTGAGE LOANS.

(a) With respect to any Mortgage Loan which as of the first day of a

Fiscal Quarter is delinquent in payment by 90 days or more or is an REO

Property, the Company shall have the right to purchase such Mortgage Loan from

the Trust at a price equal to the Repurchase Price; provided however (i) that

such Mortgage Loan is still 90 days or more delinquent or is an REO Property as

of the date of such purchase and (ii) this purchase option, if not theretofore

exercised, shall terminate on the date prior to the last day of the related

Fiscal Quarter. This purchase option, if not exercised, shall not be thereafter

reinstated unless the delinquency is cured and the Mortgage Loan thereafter

again becomes 90 days or more delinquent or becomes an REO Property, in which

case the option shall again become exercisable as of the first day of the

related Fiscal Quarter.

(b) If at any time the Company remits to the Master Servicer a payment

for deposit in the Master Servicer Collection Account covering the amount of the

Repurchase Price for such a Mortgage Loan, and the Company provides to the

Trustee a certification signed by a Servicing Officer stating that the amount of

such payment has been deposited in the Master Servicer Collection Account, then

the Trustee shall execute the assignment of such Mortgage Loan to the Company at

the request of the Company without recourse, representation or warranty and the

Company shall succeed to all of the Trustee's right, title and interest in and

to such Mortgage Loan, and all security and documents relative thereto. Such

assignment shall be an assignment outright and not for security. The Company

will thereupon own such Mortgage, and all such security and documents, free of

any further obligation to the Trustee or the Certificateholders with respect

thereto.

<PAGE>

ARTICLE IV

Accounts

Section 4.01 PROTECTED ACCOUNT.

(a) The Master Servicer shall enforce the obligation of each Servicer

to establish and maintain a Protected Account in accordance with the applicable

Servicing Agreement, with records to be kept with respect thereto on a Mortgage

Loan by Mortgage Loan basis, into which accounts shall be deposited within 48

hours (or as of such other time specified in the related Servicing Agreement) of

receipt, all collections of principal and interest on any Mortgage Loan and any

REO Property received by a Servicer, including Principal Prepayments, Insurance

Proceeds, Liquidation Proceeds, Subsequent Recoveries and advances made from the

Servicer's own funds (less servicing compensation as permitted by the applicable

Servicing Agreement in the case of any Servicer) and all other amounts to be

deposited in the Protected Account. The Servicer is hereby authorized to make

withdrawals from and deposits to the related Protected Account for purposes

required or permitted by this Agreement. To the extent provided in the related

Servicing Agreement, the Protected Account shall be held by a Designated

Depository Institution and segregated on the books of such institution in the

name of the Trustee for the benefit of Holders of the Certificates.

(b) To the extent provided in the related Servicing Agreement, amounts

on deposit in a Protected Account may be invested in Permitted Investments in

the name of the Trustee for the benefit of Holders of the Certificates and,

except as provided in the preceding paragraph, not commingled with any other

funds. Such Permitted Investments shall mature, or shall be subject to

redemption or withdrawal, no later than the date on which such funds are

required to be withdrawn for deposit in the Master Servicer Collection Account,

and shall be held until required for such deposit. The income earned from

Permitted Investments made pursuant to this Section 4.01 shall be paid to the

related Servicer under the applicable Servicing Agreement, and the risk of loss

of moneys required to be distributed to the Holders of the Certificates

resulting from such investments shall be borne by and be the risk of the related

Servicer. The related Servicer (to the extent provided in the Servicing

Agreement) shall deposit the amount of any such loss in the Protected Account

within two Business Days of receipt of notification of such loss but not later

than the second Business Day prior to the Distribution Date on which the moneys

so invested are required to be distributed to the Holders of the Certificates.

subject to this Article IV, on or before each Servicer Remittance Date, the

related Servicer shall withdraw or shall cause to be withdrawn from its

Protected Accounts and shall immediately deposit or cause to be deposited in the

Master Servicer Collection Account amounts representing the following

collections and payments (other than with respect to principal of or interest on

the Mortgage Loans due on or before the Cut-off Date):

(i) Scheduled Payments on the Mortgage Loans received or any

related portion thereof advanced by such Servicer pursuant to its Servicing

Agreement which were due on or before the related Due Date, net of the amount

thereof comprising its Servicing Fee or any fees with respect to any lender-paid

primary mortgage insurance policy;

(ii) Full Principal Prepayments and any Liquidation Proceeds

or Subsequent Recoveries received by such Servicer with respect to the Mortgage

Loans in the related Prepayment Period, with interest to the date of prepayment

or liquidation, net of the amount thereof comprising its Servicing Fee;

(iii) Partial Principal Prepayments received by such Servicer

for the Mortgage Loans in the related Prepayment Period; and

(iv) Any amount to be used as a Monthly Advance.

(d) Withdrawals may be made from an Account only to make remittances as

provided in Section 4.01(c), 4.02 and 4.03; to reimburse the Master Servicer or

a Servicer for Monthly Advances which have been recovered by subsequent

collections from the related Mortgagor; to remove amounts deposited in error; to

remove fees, charges or other such amounts deposited on a temporary basis; or to

clear and terminate the account at the termination of the Trust Fund in

accordance with Section 10.01. As provided in Sections 4.01(a) and 4.02(b)

certain amounts otherwise due to the Servicers may be retained by them and need

not be deposited in the Master Servicer Collection Account.

Section 4.02 MASTER SERVICER COLLECTION ACCOUNT.

(a) The Master Servicer shall establish and maintain in the name of the

Trustee, for the benefit of the Holders of the Certificates, the Master Servicer

Collection Account as a segregated trust account or accounts. The Master

Servicer Collection Account shall be an Eligible Account. The Master Servicer

will deposit in the Master Servicer Collection Account as identified by the

Master Servicer and as received by the Master Servicer, the following amounts:

(i) Any amounts withdrawn from a Protected Account;

(ii) Any Monthly Advance and any Compensating Interest

Payments;

(iii) Any Insurance Proceeds or Net Liquidation Proceeds or

Subsequent Recoveries received by or on behalf of the Master Servicer or which

were not deposited in a Protected Account;

(iv) The Repurchase Price with respect to any Mortgage Loans

purchased by the Seller pursuant to the Mortgage Loan Purchase Agreement or

Sections 2.02 or 2.03 hereof, any amounts which are to be treated pursuant to

Section 2.04 of this Agreement as the payment of a Repurchase Price in

connection with the tender of a Substitute Mortgage Loan by the Seller, the

Repurchase Price with respect to any Mortgage Loans purchased by the Company

pursuant to Section 3.21, and all proceeds of any Mortgage Loans or property

acquired with respect thereto repurchased by the Depositor or its designee

pursuant to Section 10.01;

(v) Any amounts required to be deposited with respect to

losses on investments of deposits in an Account; and

(vi) Any other amounts received by or on behalf of the Master

Servicer and required to be deposited in the Master Servicer Collection Account

pursuant to this Agreement.

(b) All amounts deposited to the Master Servicer Collection Account

shall be held by the Master Servicer in the name of the Trustee in trust for the

benefit of the Certificateholders in accordance with the terms and provisions of

this Agreement. The requirements for crediting the Master Servicer Collection

Account or the Distribution Account shall be exclusive, it being understood and

agreed that, without limiting the generality of the foregoing, payments in the

nature of (i) prepayment or late payment charges or assumption, tax service,

statement account or payoff, substitution, satisfaction, release and other like

fees and charges and (ii) the items enumerated in Subsections 4.05(a)(i), (ii),

(iii), (iv), (vi), (vii), (viii), (ix), (x), (xi) and (xii), need not be

credited by the Master Servicer or the related Servicer to the Distribution

Account or the Master Servicer Collection Account, as applicable. In the event

that the Master Servicer shall deposit or cause to be deposited to the

Distribution Account any amount not required to be credited thereto, the

Trustee, upon receipt of a written request therefor signed by a Servicing

Officer of the Master Servicer, shall promptly transfer such amount to the

Master Servicer, any provision herein to the contrary notwithstanding.

Account may be invested, in the name of the Trustee, or its nominee, for the

benefit of the Holders of the Certificates, in Permitted Investments as directed

by Master Servicer. All Permitted Investments shall mature or be subject to

redemption or withdrawal on or before, and shall be held until, the next

succeeding Distribution Account Deposit Date. Any and all investment earnings on

amounts on deposit in the Master Servicer Account from time to time shall be for

the account of the Master Servicer. The Master Servicer from time to time shall

be permitted to withdraw or receive distribution of any and all investment

earnings from the Master Servicer Collection Account. The risk of loss of moneys

required to be distributed to the Holders of the Certificates resulting from

such investments shall be borne by and be the risk of the Master Servicer. The

Master Servicer shall deposit the amount of any such loss in the Master Servicer

Collection Account within two Business Days of receipt of notification of such

loss but not later than the second Business Day prior to the Distribution Date

on which the moneys so invested are required to be distributed to the

Certificateholders.

Section 4.03 PERMITTED WITHDRAWALS AND TRANSFERS FROM THE MASTER

SERVICER COLLECTION ACCOUNT.

(a) The Master Servicer will, from time to time on demand of a Servicer

or the Securities Administrator, make or cause to be made such withdrawals or

transfers from the Master Servicer Collection Account as the Master Servicer has

designated for such transfer or withdrawal pursuant to this Agreement and the

related Servicing Agreement. The Master Servicer may clear and terminate the

Master Servicer Collection Account pursuant to Section 10.01 and remove amounts

from time to time deposited in error.

(b) On an ongoing basis, the Master Servicer shall withdraw from the

Master Servicer Collection Account (i) any expenses, costs and liabilities

recoverable by the Trustee, the Master Servicer or the Securities Administrator

or the Custodian pursuant to Sections 3.03, 7.03 and 9.05 and (ii) any amounts

payable to the Master Servicer as set forth in Section 3.14; provided however,

that the Master Servicer shall be obligated to pay from its own funds any

amounts which it is required to pay under Section 7.03(a).

the Master Servicer shall deposit in the Distribution Account (or remit to the

Trustee for deposit therein) any Monthly Advances required to be made by the

Master Servicer with respect to the Mortgage Loans.

(d) No later than 3:00 p.m. New York time on each Distribution Account

Deposit Date, the Master Servicer will transfer all Available Funds on deposit

in the Master Servicer Collection Account with respect to the related

Distribution Date to the Paying Agent for deposit in the Distribution Account.

Section 4.04 DISTRIBUTION ACCOUNT.

(a) The Paying Agent shall establish and maintain in the name of the

Paying Agent, for the benefit of the related Certificateholders, the

Distribution Account as a segregated trust account or accounts.

(b) All amounts deposited to the Distribution Account shall be held by

the Paying Agent in the name of the Paying Agent in trust for the benefit of the

related Certificateholders in accordance with the terms and provisions of this

Agreement.

Trust Fund segregated on the books of the Paying Agent and held by the Paying

Agent in trust in its Corporate Trust Office, and the Distribution Account and

the funds deposited therein shall not be subject to, and shall be protected

from, all claims, liens, and encumbrances of any creditors or depositors of the

Paying Agent or the Master Servicer (whether made directly, or indirectly

through a liquidator or receiver of the Paying Agent or the Master Servicer).

The Distribution Account shall be an Eligible Account. The amount at any time

credited to the Distribution Account shall be (i) held in cash and fully insured

by the FDIC to the maximum coverage provided thereby or (ii) invested in the

name of the Paying Agent, in such Permitted Investments as may be selected by

the Master Servicer or deposited in demand deposits with such depository

institutions as may be selected by the Master Servicer, provided that time

deposits of such depository institutions would be a Permitted Investment. All

Permitted Investments shall mature or be subject to redemption or withdrawal on

or before, and shall be held until, the next succeeding Distribution Date if the

obligor for such Permitted Investment is the Paying Agent or, if such obligor is

any other Person, the Business Day preceding such Distribution Date. All

investment earnings on amounts on deposit in the Distribution Account or benefit

from funds uninvested therein from time to time shall be for the account of the

Master Servicer. The Master Servicer shall be permitted to withdraw or receive

distribution of any and all investment earnings from the Distribution Account on

each Distribution Date. If there is any loss on a Permitted Investment or demand

deposit, the Master Servicer shall remit the amount of the loss to the Paying

Agent who shall deposit such amount in the Distribution Account. With respect to

the Distribution Account and the funds deposited therein, the Master Servicer

shall take such action as may be necessary to ensure that the related

Certificateholders shall be entitled to the priorities afforded to such a trust

account (in addition to a claim against the estate of the Paying Agent) as

provided by 12 U.S.C. ss. 92a(e), and applicable regulations pursuant thereto,

if applicable, or any applicable comparable state statute applicable to state

chartered banking corporations.

Section 4.05 PERMITTED WITHDRAWALS AND TRANSFERS FROM THE

DISTRIBUTION ACCOUNT.

(a) The Paying Agent will, from time to time on written demand of the

Master Servicer or the Securities Administrator, make or cause to be made such

withdrawals or transfers from the Distribution Account as the Master Servicer

has designated for such transfer or withdrawal pursuant to this Agreement and

the Servicing Agreements or as the Securities Administrator has instructed

hereunder for the following purposes (limited in the case of amounts due the

Master Servicer to those not withdrawn from the Master Servicer Collection

Account in accordance with the terms of this Agreement):

(i) to reimburse the Master Servicer or any Servicer for

any Monthly Advance of its own funds, the right of the Master Servicer or a

Servicer to reimbursement pursuant to this subclause (i) being limited to

amounts received on a particular Mortgage Loan (including, for this purpose,

the Repurchase Price therefor, Insurance Proceeds, Liquidation Proceeds and

Subsequent Recoveries) which represent late payments or recoveries of the

principal of or interest on such Mortgage Loan respecting which such Monthly

Advance was made;

(ii) to reimburse the Master Servicer or any Servicer from

Insurance Proceeds or Liquidation Proceeds relating to a particular Mortgage

Loan for amounts expended by the Master Servicer or such Servicer in good

faith in connection with the restoration of the related Mortgaged Property

which was damaged by an Uninsured Cause or in connection with the liquidation

of such Mortgage Loan;

(iii) to reimburse the Master Servicer or any Servicer from

Insurance Proceeds relating to a particular Mortgage Loan for insured

expenses incurred with respect to such Mortgage Loan and to reimburse the

Master Servicer or such Servicer from Liquidation Proceeds from a particular

Mortgage Loan for Liquidation Expenses incurred with respect to such Mortgage

Loan; provided that the Master Servicer shall not be entitled to

reimbursement for Liquidation Expenses with respect to a Mortgage Loan to the

extent that (i) any amounts with respect to such Mortgage Loan were paid as

Excess Liquidation Proceeds pursuant to clause (xi) of this Subsection 4.03

(a) to the Master Servicer; and (ii) such Liquidation Expenses were not

included in the computation of such Excess Liquidation Proceeds;

(iv) to reimburse the Master Servicer or any Servicer for

advances of funds (other than Monthly Advances) made with respect to the

Mortgage Loans, and the right to reimbursement pursuant to this subclause

being limited to amounts received on the related Mortgage Loan (including,

for this purpose, the Repurchase Price therefor, Insurance Proceeds,

Liquidation Proceeds and Subsequent Recoveries) which represent late

recoveries of the payments for which such advances were made;

(v) to reimburse the Master Servicer or any Servicer for

any Monthly Advance or advance, after a Realized Loss has been allocated with

respect to the related Mortgage Loan if the Monthly Advance or advance has

not been reimbursed pursuant to clauses (i) and (iv);

(vi) to pay the Master Servicer as set forth in Section

3.14;

(vii) to reimburse the Master Servicer for expenses, costs

and liabilities incurred by and reimbursable to it pursuant to Sections 3.03,

7.04(c) and (d);

(viii) to pay to the Master Servicer, as additional

servicing compensation, any Excess Liquidation Proceeds to the extent not

retained by the related Servicer;

(ix) to reimburse or pay any Servicer any such amounts as

are due thereto under the applicable Servicing Agreement and have not been

retained by or paid to the Servicer, to the extent provided in the related

Servicing Agreement;

(x) to reimburse the Trustee, the Securities Administrator

or the Custodian for expenses, costs and liabilities incurred by or

reimbursable to it pursuant to this Agreement and the Custodial Agreement;

(xi) to remove amounts deposited in error; and

(xii) to clear and terminate the Distribution Account

pursuant to Section 10.01.

(b) The Master Servicer shall keep and maintain separate accounting, on

a Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for any

reimbursement from the Distribution Account pursuant to subclauses (i) through

(iv) or with respect to any such amounts which would have been covered by such

subclauses had the amounts not been retained by the Master Servicer without

being deposited in the Distribution Account under Section 4.02(b).

Available Funds to the extent on deposit in the Distribution Account to the

Holders of the Certificates in accordance with written distribution instructions

provided to it by the Securities Administrator no later than two Business Days

prior to such Distribution Date and determined by the Securities Administrator

in accordance with Section 6.01.

<PAGE>

ARTICLE V

Certificates

Section 5.01 CERTIFICATES.

(a) The Depository, the Depositor and the Trustee have entered into a

Depository Agreement dated as of the Closing Date (the "Depository Agreement").

Except for the Residual Certificates, the Non-Offered Certificates (which are

also Physical Certificates) and the Individual Certificates and as provided in

Subsection 5.01(b), the Certificates shall at all times remain registered in the

name of the Depository or its nominee and at all times: (i) registration of such

Certificates may not be transferred by the Certificate Registrar except to a

successor to the Depository; (ii) ownership and transfers of registration of

such Certificates on the books of the Depository shall be governed by applicable

rules established by the Depository; (iii) the Depository may collect its usual

and customary fees, charges and expenses from its Depository Participants; (iv)

the Certificate Registrar shall deal with the Depository as representative of

such Certificate Owners of the respective Class of Certificates for purposes of

exercising the rights of the related Certificateholders under this Agreement,

and requests and directions for and votes of such representative shall not be

deemed to be inconsistent if they are made with respect to different Certificate

Owners; and (v) the Certificate Registrar may rely and shall be fully protected

in relying upon information furnished by the Depository with respect to its

Depository Participants.

The Residual Certificates and the Non-Offered Certificates are

initially Physical Certificates. If at any time the Holders of all of the

Certificates of one or more such Classes request that the Certificate Registrar

cause such Class to become Global Certificates, the Certificate Registrar and

the Depositor will take such action as may be reasonably required to cause the

Depository to accept such Class or Classes for trading if it may legally be so

traded.

All transfers by Certificate Owners of such respective Classes of

Book-Entry Certificates and any Global Certificates shall be made in accordance

with the procedures established by the Depository Participant or brokerage firm

representing such Certificate Owners. Each Depository Participant shall only

transfer Book-Entry Certificates of Certificate Owners it represents or of

brokerage firms for which it acts as agent in accordance with the Depository's

normal procedures.

(b) If (i)(A) the Depositor advises the Certificate Registrar in

writing that the Depository is no longer willing or able to properly discharge

its responsibilities as Depository and (B) the Depositor is unable to locate a

qualified successor within 30 days or (ii) the Depositor at its option advises

the Certificate Registrar in writing that it elects to terminate the book-entry

system through the Depository, the Certificate Registrar shall request that the

Depository notify all Certificate Owners of the occurrence of any such event and

of the availability of definitive, fully registered Certificates to Certificate

Owners requesting the same. Upon surrender to the Certificate Registrar of the

Certificates by the Depository, accompanied by registration instructions from

the Depository for registration, the Certificate Registrar shall issue the

definitive Certificates. Neither the Depositor nor the Certificate Registrar

shall be liable for any delay in delivery of such instructions and may

conclusively rely on, and shall be protected in relying on, such instructions.

Interests, which will be uncertificated and non-transferable and are hereby

designated as the "regular interests" in REMIC I and have the initial principal

amounts and accrue interest at the Pass-Through Rates equal to those set forth

in this Section 5.01(c)(i), and (y) the Class I-R-1 Certificates, which are

hereby designated as the sole class of "residual interests" in REMIC I (each of

the foregoing as designated below).

<TABLE>

INITIAL PRINCIPAL

REMIC I INTEREST AMOUNT PASS-THROUGH RATE RELATED SUBGROUP

----------------------- ------------------------ ------------------------ ------------------------------------

1-Sub $ 628.60 4.7500% Subgroup I-1

2-Sub $ 659.13 5.0000% Subgroup I-2

3-Sub $ 647.09 5.2500% Subgroup I-3

PO $ 534,020.21 0.0000% Subgroup I-1

1-ZZZ $ 39,113,378.27 4.7500% Subgroup I-1

2-ZZZ $ 41,012,868.46 5.0000% Subgroup I-2

3-ZZZ $ 40,263,698.83 5.2500% Subgroup I-3

X (1) (2) Subgroup 1-3

Class I-R-1 $ 50.00 4.7500% Subgroup I-1

</TABLE>

(1) REMIC I Regular Interest X will not have an initial principal

amount but will accrue interest on its uncertificated notional

amount calculated in accordance with the definition of

"Uncertificated Notional Amount" herein.

(2) A variable pass-through rate equal to the excess, if any, of

(a) the weighted average of the Net Mortgage Rates on the

Group I Mortgage Loans with Net Mortgage Rates greater than

5.2500% per annum over (b) 5.2500% per annum.

Interest shall be payable to the REMIC I Regular Interests at the

applicable Pass-Through Rates on the related Uncertificated Principal Balances.

Distributions of principal (including only, in the case of principal from

Subgroup I-1, any remaining amounts after distributions to the Class I-R-1

Certificates until the Current Principal Amount thereof has been reduced to

zero) shall be deemed to be made to the REMIC I Regular Interests, in each case

from the related Subgroup, first, to the related REMIC I Regular Interest ending

with the designation "Sub," so that the Uncertificated Principal Balance of each

such REMIC I Regular Interest is equal to 0.1% of the excess of (x) the

aggregate Scheduled Principal Balance of the Group I Mortgage Loans in the

related Subgroup other than the PO Percentage of the Scheduled Principal Balance

of any such Group I Mortgage Loans over (y) the aggregate Current Principal

Amount of the Group I Senior Certificates related to such Subgroup other than

the Class I-PO Certificates (except that if any such excess is a larger number

than in the preceding distribution period, the least amount of principal shall

be distributed to such REMIC I Regular Interests such that the REMIC I

Subordinated Balance Ratio is maintained); and second, to the related REMIC I

Regular Interest ending with the designation "ZZZ," (provided that a portion of

the remaining principal equal to the Class I-PO Certificate Principal

Distribution Amount attributable to the Discount Mortgage Loans will be

distributed to REMIC I Regular Interest PO). Realized Losses from each Subgroup

shall be applied after all distributions have been made on each Distribution

Date, first, to the related REMIC I Regular Interest ending with the designation

"Sub," so that the Uncertificated Principal Balance of each such REMIC I Regular

Interest is equal to 0.1% of the excess of (x) the aggregate Scheduled Principal

Balance of the Mortgage Loans in the related Subgroup other than the PO

Percentage of the Scheduled Principal Balance of any such Group I Mortgage Loans

over (y) the aggregate Current Principal Amount of the Group I Senior

Certificates related to such Subgroup other than the Class I-PO Certificates

(except that if any such excess is a larger number than in the preceding

distribution period, the least amount of Realized Losses shall be applied to

such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio

is maintained); and second, any remaining Realized Losses from each Subgroup to

the related REMIC I Regular Interests ending with the designation "ZZZ" (and the

related Class I-R-1 Certificates to the extent provided in Section 6.01) (except

that if a Realized Loss is recognized with respect to a Discount Mortgage Loan,

the applicable portion of such Realized Loss will be allocated to REMIC I

Regular Interest PO).

The aggregate amount of any Net Interest Shortfalls for any

Distribution Date shall be allocated to accrued interest payable to the REMIC I

Interests other than REMIC I Regular Interest PO, PRO RATA, based on, and to the

extent of, one month's interest at the then applicable respective Pass-Through

Rates on the respective Uncertificated Principal Balances or Current Principal

Amount of each such REMIC I Interest.

(ii) REMIC II will be evidenced by (x) the REMIC II Regular Interests,

which will be uncertificated and non-transferable and are hereby designated as

the "regular interests" in REMIC II and have the initial principal amounts and

accrue interest at the Pass-Through Rates equal to those set forth in this

Section 5.01(c)(ii), and (y) the Class II-R-1 Certificates, which are hereby

designated as the sole class of "residual interests" in REMIC II (each of the

foregoing as designated below).

<TABLE>

REMIC II INTEREST INITIAL PRINCIPAL AMOUNT PASS-THROUGH RATE RELATED LOAN GROUP

----------------------- ----------------------------- ---------------------- ---------------------------------

II-A-1 $ 115,987,649.00 (1) Loan Group II

II-X (2) 0.0700% Loan Group II

Class II-R-1 $ 100.00 (1) Loan Group II

II-B-1 $ 1,836,217.00 (1) Loan Group II

II-B-2 $ 1,407,766.00 (1) Loan Group II

II-B-3 $ 1,101,730.00 (1) Loan Group II

II-B-4 $ 612,072.00 (1) Loan Group II

II-B-5 $ 306,036.00 (1) Loan Group II

II-B-6 $ 1,162,941.42 (1) Loan Group II

</TABLE>

(1) A variable pass-through rate equal to the weighted average of

the Net Mortgage Rates of the Group II Mortgage Loans,

weighted on the basis of the respective Scheduled Principal

Balance of each such Mortgage Loan as of the beginning of the

Due Period immediately preceding the related Distribution

Date, minus 0.0700% per annum.

(2) REMIC II Regular Interest II-X will not have an initial

principal amount but will accrue interest on its

uncertificated notional amount calculated in accordance with

the definition of "Uncertificated Notional Amount" herein.

Interest shall be payable to the REMIC II Regular Interests at the

applicable Pass-Through Rates on the related Uncertificated Principal Balances.

Principal shall be payable to, and shortfalls, losses and prepayments are

allocable to, the REMIC II Regular Interests as such amounts are payable and

allocable to the Corresponding Certificates; provided that, solely for purposes

of the foregoing, any shortfalls or losses otherwise allocable to the Class

II-XB Certificates shall be deemed to be allocated entirely to the Class II-B-1,

Class II-B-2 and Class II-B-3 Certificates on a pro rata basis..

(iii) REMIC III will be evidenced by (x) the REMIC III Regular Certificates,

which are hereby designated as the "regular interests" in REMIC III and have the

initial principal amounts and accrue interest at the Pass-Through Rates equal to

those set forth in this section 5.01(c)(iii), and (y) the Class I-R-2

Certificates, which are hereby designated as the sole class of "residual

interests" in REMIC III (each of the foregoing as designated below). The Classes

of the Certificates shall have the following designations, initial principal

amounts and Pass-Through Rates:

<TABLE>

DESIGNATION INITIAL PRINCIPAL AMOUNT PASS-THROUGH RATE

---------------------------------- ---------------------------------------- -----------------------------------

I-A-1 $ 38,485,356.00 4.7500%

I-A-2 $ 40,354,400.00 5.0000%

I-A-3 $ 39,617,258.00 5.2500%

I-PO $ 534,020.21 0.0000%

I-X (1) (2)

I-R-1 $ 50.00 4.7500%

I-R-2 $ 50.00 4.7500%

I-B-1 $ 725,555.00 (3)

I-B-2 $ 544,166.00 (3)

I-B-3 $ 241,851.00 (3)

I-B-4 $ 120,925.00 (3)

I-B-5 $ 120,925.00 (3)

I-B-6 $ 181,394.38 (3)

II-A-1 $ 115,987,649.00 (4)

II-X (1) 0.0700%

II-R-1 $ 100.00 (4)

II-B-1 $ 1,836,217.00 (5)

II-B-2 $ 1,407,766.00 (5)

II-B-3 $ 1,101,730.00 (5)

II-XB (1) 1.7430%

II-B-4 $ 612,072.00 (4)

II-B-5 $ 306,036.00 (4)

II-B-6 $ 1,162,941.42 (4)

</TABLE>

(1) As described in the definition of Notional Amount herein.

(2) A variable pass-through rate equal to the excess, if any, of

(a) the weighted average of the Net Mortgage Rates on the

Group I Mortgage Loans with Net Mortgage Rates greater than

5.2500% per annum over (b) 5.2500% per annum; provided that,

for federal income tax purposes the Class I-X Certificates

will not have a Pass-Through Rate but will be entitled to

receive 100% of the interest payable with respect to REMIC I

Regular Interest X.

(3) A variable pass-through rate equal to the weighted average of

4.7500%, 5.0000% and 5.2500% per annum, weighted in proportion

to the results of subtracting from the aggregate Scheduled

Principal Balance of the Group I Mortgage Loans in Subgroup

I-1, Subgroup I-2 and Subgroup I-3, respectively (other than

the PO Percentage of the principal balance of such Group I

Mortgage Loans), the aggregate Current Principal Amount of the

related Class or Classes of Group I Senior Certificates other

than the Class I-PO Certificates; provided that, for federal

income tax purposes, the Class I-B Certificates will bear

interest at a rate equivalent to the foregoing, expressed as

the weighted average of the Pass-Through Rates on REMIC I

Regular Interests 1-Sub, 2-Sub and 3-Sub, weighted on the

basis of the Uncertificated Principal Balances of each such