STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

Pooling and Servicing Agreement

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Title: STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
Governing Law: New York Date: 6/15/2005

STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,

DEPOSITOR

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

TRUSTEE

WELLS FARGO BANK, NATIONAL ASSOCIATION,

MASTER SERVICER AND SECURITIES ADMINISTRATOR

and

EMC MORTGAGE CORPORATION

SELLER AND COMPANY

________________________________________

POOLING AND SERVICING AGREEEMENT

Dated as of May 1, 2005
________________________________________

STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates

Series 2005-5

ARTICLE I

DEFINITIONS

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01	Conveyance of Mortgage Loans to Trustee	38
Section 2.02	Acceptance of Mortgage Loans by Trustee	40
Section 2.03	Assignment of Interest in the Mortgage Loan Purchase Agreement	42
Section 2.04	Substitution of Mortgage Loans	43
Section 2.05	Issuance of Certificates	44
Section 2.06	Representations and Warranties Concerning the Depositor	44

ARTICLE III

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01	Master Servicer	46
Section 3.02	REMIC-Related Covenants	47
Section 3.03	Monitoring of Servicers	47
Section 3.04	Fidelity Bond	48
Section 3.05	Power to Act; Procedures	48
Section 3.06	Due-on-Sale Clauses; Assumption Agreements	49
Section 3.07	Release of Mortgage Files	49
Section 3.08	Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee	50
Section 3.09	Standard Hazard Insurance and Flood Insurance Policies	51
Section 3.10	Presentment of Claims and Collection of Proceeds	51
Section 3.11	Maintenance of the Primary Mortgage Insurance Policies	52
Section 3.12	Trustee to Retain Possession of Certain Insurance Policies and Documents	52
Section 3.13	Realization Upon Defaulted Mortgage Loans	52
Section 3.14	Compensation for the Master Servicer	53
Section 3.15	REO Property	53
Section 3.16	Annual Officer’s Certificate as to Compliance	54
Section 3.17	Annual Independent Accountant’s Servicing Report	54
Section 3.18	Reports Filed with Securities and Exchange Commission	55
Section 3.19	The Company	55

Section 3.20	UCC	55
Section 3.21	Optional Purchase of Defaulted Mortgage Loans	56

ARTICLE IV

ACCOUNTS

Section 4.01	Protected Accounts	57
Section 4.02	Master Servicer Collection Account	58
Section 4.03	Permitted Withdrawals and Transfers from the Master Servicer Collection Account	59
Section 4.04	Distribution Account	60
Section 4.05	Permitted Withdrawals and Transfers from the Distribution Account	60
Section 4.06	Reserve Fund	60
Section 4.07	Class XP Reserve Account	60
Section 4.08	Cap Reserve Account	60

ARTICLE V

CERTIFICATES

Section 5.01	Certificates	63
Section 5.02	Registration of Transfer and Exchange of Certificates	69
Section 5.03	Mutilated, Destroyed, Lost or Stolen Certificates	72
Section 5.04	Persons Deemed Owners	73
Section 5.05	Transfer Restrictions on Residual Certificates	73
Section 5.06	Restrictions on Transferability of Certificates	74
Section 5.07	ERISA Restrictions	75
Section 5.08	Rule 144A Information	76

ARTICLE VI

PAYMENTS TO CERTIFICATEHOLDERS

Section 6.01.1	Distributions on the Group I Certificates	77
Section 6.01.2	Distributions on the Group II Certificates	77
Section 6.02.1	Allocation of Losses and Subsequent Recoveries on the Group I Certificates	77
Section 6.02.2	Allocation of Losses and Subsequent Recoveries on the Group II Certificates	82
Section 6.02.3	Cross-Collateralization	83
Section 6.03	Payments	84
Section 6.04	Statements to Certificateholders	85
Section 6.05	Monthly Advances	87

Section 6.06	Compensating Interest Payments	87
Section 6.07	Distributions on REMIC I Regular Interests and REMIC II Regular Interests	88

ARTICLE VII

THE MASTER SERVICER

Section 7.01	Liabilities of the Master Servicer	89
Section 7.02	Merger or Consolidation of the Master Servicer	89
Section 7.03	Indemnification of the Trustee, the Master Servicer and the Securities Administrator	89
Section 7.04	Limitations on Liability of the Master Servicer and Others	90
Section 7.05	Master Servicer Not to Resign	91
Section 7.06	Successor Master Servicer	91
Section 7.07	Sale and Assignment of Master Servicing	91

ARTICLE VIII

DEFAULT

Section 8.01	Events of Default	93
Section 8.02	Trustee to Act; Appointment of Successor	94
Section 8.03	Notification to Certificateholders	95
Section 8.04	Waiver of Defaults	95
Section 8.05	List of Certificateholders	96

ARTICLE IX

CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

Section 9.01	Duties of Trustee	97
Section 9.02	Certain Matters Affecting the Trustee and the Securities Administrator	99
Section 9.03	Trustee and Securities Administrator Not Liable for Certificates or Mortgage Loans	100
Section 9.04	Trustee and Securities Administrator May Own Certificates	101
Section 9.05	Trustee’s and Securities Administrator’s Fees and Expenses	101
Section 9.06	Eligibility Requirements for Trustee and Securities Administrator	101
Section 9.07	Insurance	102
Section 9.08	Resignation and Removal of the Trustee and Securities Administrator	102
Section 9.09	Successor Trustee and Successor Securities Administrator	103
Section 9.10	Merger or Consolidation of Trustee or Securities Administrator	104
Section 9.11	Appointment of Co-Trustee or Separate Trustee	104

Section 9.12	Federal Information Returns and Reports to Certificateholders; REMIC Administration	105

ARTICLE X

TERMINATION

Section 10.01	Termination Upon Repurchase by EMC or its Designee or Liquidation of the Mortgage Loans	108
Section 10.02	Additional Termination Requirements	110

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01	Intent of Parties	112
Section 11.02	Amendment	112
Section 11.03	Recordation of Agreement	113
Section 11.04	Limitation on Rights of Certificateholders	113
Section 11.05	Acts of Certificateholders	114
Section 11.06	Governing Law	115
Section 11.07	Notices	115
Section 11.08	Severability of Provisions	116
Section 11.09	Successors and Assigns	116
Section 11.10	Article and Section Headings	116
Section 11.11	Counterparts	116
Section 11.12	Notice to Rating Agencies	116

APPENDIX

Appendix 1

Calculation of Class Y Principal Reduction Amount

EXHIBITS

Exhibit A-1	-	Form of Class I-A Certificates
Exhibit A-2	-	Form of Class I-M Certificates
Exhibit A-3	-	Form of Class I-B-1, Class I-B-2 and Class I-B-3 Certificates
Exhibit A-4-1	-	Form of Class R Certificates
Exhibit A-4-2	-	Form of Class R-X Certificates
Exhibit A-5	-	Form of Class B-IO Certificates
Exhibit A-6	-	Form of Class XP Certificates
Exhibit A-7	-	Form of Class II-A Certificates
Exhibit A-8	-	Form of Class II-M Certificates
Exhibit A-9	-	Form of Class II-B-1, Class II-B-2 and Class II-B-3 Certificates
Exhibit A-10	-	Form of Class II-B-4, Class II-B-5 and Class II-B-6 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 Transferor Representation Letter
Exhibit G	-	Form of Custodial Agreement
Exhibit H-1	-	ABN AMRO Servicing Agreement
Exhibit H-2	-	Bank of America Servicing Agreement
Exhibit H-3	-	PHH Servicing Agreements
Exhibit H-4	-	Countrywide Servicing Agreements
Exhibit H-5	-	EMC Servicing Agreement
Exhibit H-6	-	EverHome Servicing Agreements
Exhibit H-7	-	GMACM Servicing Agreements
Exhibit H-8	-	GreenPoint Servicing Agreement
Exhibit H-9	-	HSBC Servicing Agreement
Exhibit H-10	-	National City Servicing Agreement
Exhibit H-11	-	SunTrust Servicing Agreement
Exhibit H-12	-	Wachovia Mortgage Servicing Agreement
Exhibit H-13	-	Waterfield Servicing Agreement
Exhibit H-14	-	Wells Fargo Servicing Agreement
Exhibit I	-	Assignment Agreements
Exhibit J	-	Mortgage Loan Purchase Agreement
Exhibit K	-	Form of Trustee Limited Power of Attorney

POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement dated as of May 1, 2005, among Structured Asset Mortgage Investments II Inc., a Delaware corporation, as depositor (the “Depositor”), JPMorgan Chase Bank, National Association, a banking association organized under the laws of the United States, not in its individual capacity but solely as trustee (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 Certificates evidencing the entire beneficial ownership interest in the Trust Fund.

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.

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.

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.

The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated “regular interests” in such REMIC.

The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interest will be designated the “regular interest” in such REMIC.

The Class R Certificates will evidence ownership of the “residual interest” in each of REMIC I, REMIC II, REMIC III and REMIC IV. The Class R-X Certificates will evidence ownership of the “residual interest” in REMIC V.

The Group I 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 approximately $804,149,861. The Group II-1 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 approximately $103,929,209. The Group II-2 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 approximately $690,186,785. The Group II-3 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 approximately $269,487,238. The Group II-4 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 approximately $95,834,126. The Group II-5 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 approximately $209,676,335. The Group II-6 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 approximately $50,285,483.

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

ARTICLE I

Definitions

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.

ABN AMRO : ABN AMRO Mortgage Group, Inc., d.b.a. Atlantic Mortgage and Investment Corporation.

ABN AMRO Servicing Agreement : Servicing Agreement, dated as of January 1, 2001, between ABN AMRO and EMC, attached hereto as Exhibit H-1.

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

Account : The Master Servicer Collection Account, the Distribution Account, the Protected Account, the Cap Reserve Account or the Class XP Reserve Account, as the context may require.

Accrued Certificate Interest : For any Group II Certificate for any Distribution Date, the interest accrued during the related Interest Accrual Period at the applicable Pass-Through Rate on the Certificate Principal Balance of such Group II Certificate immediately prior to such Distribution Date, on the basis of a 360-day year consisting of twelve 30-day months, less (i) in the case of a Group II Senior Certificate, such Group II 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, in each case allocated thereto in accordance with Section 6.02.2(g) and (ii) in the case of a Group II 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, in each case allocated thereto in accordance with Section 6.02.2(g).

Additional Collateral : As defined in the Additional Collateral Assignment and Servicing Agreement, dated April 26, 2001, between EMC and PHH.

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.

Aggregate Subordinate Optimal Principal Amount : With respect to any Distribution Date, the sum of the Subordinate Optimal Principal Amounts for all Loan Groups in Loan Group II for such Distribution Date.

Agreement : This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.

Allocable Share : With respect to any Class of Group II Subordinate Certificates and any Distribution Date, an amount equal to the product of (i) the Aggregate Subordinate Optimal Principal Amount and (ii) the fraction, the numerator of which is the Certificate Principal Balance of such Class and the denominator of which is the aggregate Certificate Principal Balance of all Classes of the Group II Subordinate Certificates; provided, however, that no Class of Group II Subordinate Certificates (other than the outstanding Class of Group II Subordinate Certificates with the lowest numerical designation) shall be entitled on any Distribution Date to receive distributions pursuant to clauses (ii), (iii) and (v) of the definition of Subordinate Optimal Principal Amount unless the related Class Prepayment Distribution Trigger for such Distribution Date has been satisfied (any amount distributable pursuant to clauses (ii), (iii) and (v) of the definition of Subordinate Optimal Principal Amount shall be distributed among the Classes entitled thereto, pro rata based on their respective Certificate Principal Balances); provided, further, that if on a Distribution Date, the Certificate Principal Balance of any Class of Group II Subordinate Certificates for which the related Class Prepayment Distribution Trigger has been satisfied is reduced to zero, such Class’s remaining Allocable Share shall be distributed to the remaining Classes of Group II Subordinate Certificates sequentially beginning with the Class with the lowest numerical designation in reduction of their respective Certificate Principal Balances.

Applicable Credit Rating : For any long-term deposit or security, a credit rating of AAA in the case of S&P or Aaa in the case of Moody’s (or with respect to investments in money market funds, a credit rating of “AAAm” or “AAAm-G” in the case of S&P and the highest rating given by Moody’s for money market funds in the case of Moody’s). For any short-term deposit or security, or a rating of A-l+ in the case of S&P or Prime-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.

Applied Realized Loss Amount : With respect to any Distribution Date and a Class of Group I Offered Certificates, the sum of the Realized Losses with respect to the Group I Mortgage Loans, which are to be applied in reduction of the Certificate Principal Balance of such Class of Group I Offered Certificates pursuant to this Agreement in an amount equal to the amount, if any, by which, (i) the aggregate Certificate Principal Balance of all of the Group I Certificates (after all distributions of principal on such Distribution Date) exceeds (ii) the aggregate Stated Principal Balance of all of the Group I Mortgage Loans for such Distribution Date. The Applied Realized Loss Amount shall be allocated first to the Class I-B-3 Certificates, the Class I-B-2 Certificates, the Class I-B-1 Certificates, the Class I-M-2 Certificates and the Class I-M-1 Certificates, in that order (so long as their respective Certificate Principal Balances have not been reduced to zero), and thereafter the Applied Realized Loss Amount with respect to the Group I Mortgage Loans shall be allocated first to the Class I-A-4 Certificates and then to the Class I-A-1, Class I-A-2 and Class I-A-3 Certificates, pro rata, until the Certificate Principal Balance of each such Class has been reduced to zero.

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 Agreements : The agreements attached hereto as Exhibit I, whereby the Servicing Agreements were assigned to the Trustee for the benefit of the Certificateholders.

Assumed Final Distribution Date : With respect to the Group I Certificates, May 25, 2035, and with respect to the Group II Certificates, June 25, 2035, or, in each case, if such day is not a Business Day, the next succeeding Business Day.

Available Funds : With respect to any Distribution Date and each Loan Group in Loan Group II, an amount equal to the aggregate of the following amounts with respect to the Mortgage Loans in the related Loan Group: (a) all previously undistributed payments on account of principal (including the principal portion of Scheduled Payments, Principal Prepayments and the principal portion 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, (b) any Monthly Advances and Compensating Interest Payments by the Servicer or the Master Servicer with respect to such Distribution Date, (c) any reimbursed amount in connection with losses on investments of deposits in certain eligible investments in respect of the Mortgage Loans in the related Loan Group and (d) any amount allocated from the Available Funds of another Loan Group in accordance with Section 6.01.2(a)(G) under, except:

(i) all payments that were due on or before the Cut-off Date;

(ii) all Principal Prepayments and Liquidation Proceeds received after the applicable Prepayment Period;

(iii) all payments, other than Principal Prepayments, that represent early receipt of Scheduled Payments due on a date or dates subsequent to the related Due Date;

(iv) amounts received on particular Mortgage Loans as late payments of principal or interest and respecting which, and to the extent that, there are any unreimbursed Monthly Advances;

(v) amounts representing Monthly Advances determined to be Nonrecoverable Advances;

(vi) any investment earnings on amounts on deposit in the Master Servicer Collection Account and the Distribution Account and amounts permitted to be withdrawn from the Master Servicer Collection Account and the Distribution Account pursuant to this Agreement;

(vii) amounts needed to pay the Servicing Fees or to reimburse any Servicer or the Master Servicer for amounts due under the Servicing Agreement and the Agreement to the extent such amounts have not been retained by, or paid previously to, such Servicer or the Master Servicer;

(viii) amounts applied to pay any fees with respect to any lender-paid primary mortgage insurance policy; and

(ix) any expenses or other amounts reimbursable to the Trustee, the Securities Administrator, the Master Servicer and the Custodian pursuant to Section 7.04(c) or Section 9.05.

Average Loss Severity Percentage : With respect to any Distribution Date and each Loan Group in Loan Group II, the percentage equivalent of a fraction, the numerator of which is the sum of the Loss Severity Percentages for each Mortgage Loan in such Loan Group which had a Realized Loss and the denominator of which is the number of Mortgage Loans in the related Loan Group which had Realized Losses.

Bank of America : Bank of America, National Association, and any successor thereto.

Bank of America Servicing Agreement : The Amended and Restated Flow Mortgage Loan Sale and Servicing Agreement, dated as of April 1, 2005, between Bank of America and EMC, attached hereto as Exhibit H-2.

Bankruptcy Code : The United States Bankruptcy Code, as amended as codified in 11 U.S.C. §§ 101-1330.

Bankruptcy Loss : With respect to any Mortgage Loan, any Deficient Valuation or Debt Service Reduction related to such Mortgage Loan as reported by the Servicer to the Master Servicer.

Basis Risk Shortfall : With respect to any Distribution Date and each Class of Group I Offered Certificates for which the Pass-Through Rate is based upon the applicable Net Rate Cap, the excess, if any, of (a) the amount of Current Interest that such Class would have been entitled to receive on such Distribution Date had the applicable Pass-Though Rate been calculated at a per annum rate equal to the lesser of (i) One-Month LIBOR plus the related Margin and (ii) 11.50% over (b) the amount of Current Interest on such Class of Offered Certificates calculated using a Pass-Though Rate equal to the applicable Net Rate Cap for such Distribution Date.

Basis Risk Shortfall Carry Forward Amount : With respect to any Distribution Date and each Class of Group I Offered Certificates, the sum of the Basis Risk Shortfall for such Distribution Date and the Basis Risk Shortfall for all previous Distribution Dates not previously paid from any source including Excess Cashflow and payments under the Cap Contracts, together with interest thereon at a rate equal to the lesser of (i) One-Month LIBOR plus the related Margin and (ii) 11.50%, for such Distribution Date.

Book - Entry Certificates : Initially, the Senior Certificates and 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, Custodian, any Servicer or the Securities Administrator are authorized or obligated by law or executive order to be closed.

Cap Contract : With respect to any of the Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 or Class I-B-3 Certificates, the respective cap contracts, dated as of May 31, 2005, between the Trustee, on behalf of the Trust for the benefit of the Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 or Class I-B-3 Certificateholders, as the case may be, and the Counterparty.

Cap Contract Payment Amount : With respect to any Distribution Date and a Cap Contract, the amounts received from such Cap Contract, if any, on such Distribution Date.

Cap Reserve Account : The trust account or accounts created and maintained by the Securities Administrator pursuant to Section 4.08 hereof, which shall be denominated “JPMorgan Chase Bank, National Association, as Trustee f/b/o holders of Structured Asset Mortgage Investments II Inc., Bear Stearns ALT-A Trust 2005-5, Mortgage Pass-Through Certificates, Series 2005-5 – Cap Reserve Account.” For purposes of the REMIC Provisions, the Cap Reserve Account will be an outside reserve fund. For federal income tax purposes, the Class B-IO Certificateholder shall be treated as the owner of the Cap Reserve Account and shall include any investment earnings on the Cap Reserve Account in income for such purposes. Any amounts distributed to the Cap Reserve Account from any REMIC created hereunder shall be treated as having been distributed to the Class B-IO Certificateholder from such REMIC.

Certificate : Any mortgage pass-through certificate evidencing a beneficial ownership interest in the Trust Fund signed and countersigned by the Securities Administrator in substantially the forms annexed hereto as Exhibits A-1, A-2, A-3, A-4-1, A-4-2, A-5, A-6, A-7, A-8, A-9 and A-10 with the blanks therein appropriately completed.

Certificate Group : With respect to the Group II Certificates and (i) Loan Group II-1, the Class II-1A-1 Certificates and the Class II-1A-2 Certificates, (ii) Loan Group II-2, the Class II-2A-1 Certificates, (iii) Loan Group II-3, the Class II-3A-1 Certificates, (iv) Loan Group II-4, the Class II-4A-1 Certificates, (v) Loan Group II-5, the Class II-5A-1 Certificates, and (vi) Loan Group II-6, the Class II-6A-1 Certificates.

Certificate Owner : Any Person who is the beneficial owner of a Certificate registered in the name of the Depository or its nominee.

Certificate Principal Balance : With respect to any Certificate (other than the Class B-IO, Class R or Class R-X Certificates) as of any Distribution Date, the initial principal amount of such Certificate plus, in the case of a Subordinate Certificates, any Subsequent Recoveries added to the Certificate Principal Balance of such Certificates pursuant to Section 6.02.1(b) or Section 6.02.2(h) hereof, and reduced by (i) all amounts distributed on previous Distribution Dates on such Certificate with respect to principal, (ii) solely in the case of the Group II Certificates, the principal portion of all Realized Losses (other than Realized Losses resulting from Debt Service Reductions) allocated prior to such Distribution Date to such Certificate, taking account of the applicable Loss Allocation Limitation, (iii) solely in the case of the Group I Certificates, any Applied Realized Loss Amounts allocated to such Class on previous Distribution Dates, and (iv) in the case of a Group II Subordinate Certificate, such Certificate’s pro rata share, if any, of the applicable Subordinate Certificate Writedown Amount for previous Distribution Dates. With respect to any Class of Certificates, the Certificate Principal Balance thereof will equal the sum of the Certificate Principal Balances of all Certificates in such Class. The initial Certificate Principal Balance (if any) for each Class of Certificates is set forth in Section 5.01(c)(iv).

Certificate Register : The register maintained pursuant to Section 5.02.

Certificateholder : A Holder of a Certificate.

Class : With respect to the Certificates, any of Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class II-1A-1, Class II-1A-2, Class II-2A-1, Class II-3A-1, Class II-4A-1, Class II-5A-1, Class II-6A-1, Class I-M-1, Class I-M-2, Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6, Class R, Class R-X, Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5, Class II-B-6, Class B-IO and Class XP Certificates.

Class A Certificates : The Class I-A Certificates and the Class II-A Certificates.

Class B Certificates : The Class I-B Certificates and the Class II-B Certificates.

Class B-IO Advances : As defined in Section 6.01.1(b).

Class B-IO Distribution Amount : With respect to any Distribution Date, the Current Interest for the Class B-IO Certificates for such Distribution Date (which shall be deemed distributable with respect to the REMIC IV Regular Interest B-IO-I); provided, however, that on and after the Distribution Date on which the aggregate Certificate Principal Balance of the Group I Certificates has been reduced to zero, the Class B-IO Distribution Amount shall include the Overcollateralization Amount (which shall be deemed distributable, first, with respect to the

REMIC IV Regular Interest B-IO-I in respect of accrued and unpaid interest thereon until such accrued and unpaid interest shall have been reduced to zero and, thereafter, with respect to the REMIC IV Regular Interest B-IO-P in respect of the principal balance thereof).

Class B-IO Pass-Through Rate : With respect to the Class B-IO Certificates and any Distribution Date or the REMIC IV Regular Interest B-IO-I, a per annum rate equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amounts calculated pursuant to clauses (i) through (iii) below, and the denominator of which is the aggregate principal balance of the REMIC II Regular Interests. For purposes of calculating the Pass-Through Rate for the Class B-IO-I Certificates, the numerator is equal to the sum of the following components:

1.	the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT1 minus the Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC I Regular Interest LT1;
2.	the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT2 minus the Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT2; and
3.	the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT4 minus twice the Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT4.

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

Class I-A Principal Distribution Amount : For any Distribution Date, an amount equal to the excess, if any, of (i) the Certificate Principal Balance of the Class I-A Certificates immediately prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date over (b) the product of (1) the aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date and (2) the sum of (x) 14.00% and (y) the Current Specified Overcollateralization Percentage for such Distribution Date.

Class I-B Certificates : The Class I-B-1, the Class I-B-2 and the Class I-B-3 Certificates.

Class I-B-1 Principal Distribution Amount : For any Distribution Date, an amount equal to the excess, if any, of (i) the Certificate Principal Balance of the Class I-B-1 Certificates immediately prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal Balance of the Class I-A Certificates (after taking into account the payment of the Class I-A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1 Certificates (after taking into account the payment of the Class I-M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2 Certificates (after taking into account the payment of the Class I-M-2 Principal Distribution Amount on such Distribution Date) and (4) the product of (x) the aggregate Stated Principal Balance of the Group I Mortgage Loans for such

Distribution Date and (y) the sum of 2.00% and the Current Specified Overcollateralization Percentage for such Distribution Date.

Class I-B-2 Principal Distribution Amount : For any Distribution Date, an amount equal to the excess, if any, of (i) the Certificate Principal Balance of the Class I-B-2 Certificates immediately prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal Balance of the Class I-A Certificates (after taking into account the payment of the Class I-A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1 Certificates (after taking into account the payment of the Class I-M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2 Certificates (after taking into account the payment of the Class I-M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class I-B-1 Certificates (after taking into account the payment of the Class I-B-1 Principal Distribution Amount on such Distribution Date), and (5) the product of (x) the aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date and (y) the sum of 1.00% and the Current Specified Overcollateralization Percentage for such Distribution Date.

Class I-B-3 Principal Distribution Amount : For any Distribution Date, an amount equal to the excess, if any, of (i) the Certificate Principal Balance of the Class I-B-3 Certificates immediately prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal Balance of the Class I-A Certificates (after taking into account the payment of the Class I-A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1 Certificates (after taking into account the payment of the Class I-M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2 Certificates (after taking into account the payment of the Class I-M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class I-B-1 Certificates (after taking into account the payment of the Class I-B-1 Principal Distribution Amount on such Distribution Date), (5) the Certificate Principal Balance of the Class I-B-2 Certificates (after taking into account the payment of the Class I-B-2 Principal Distribution Amount on such Distribution Date), and (6) the product of (x) the aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date and (y) the Current Specified Overcollateralization Percentage for such Distribution Date.

Class I-M Certificates : The Class I-M-1 Certificates and the Class I-M-2 Certificates.

Class I-M-1 Principal Distribution Amount : For any Distribution Date, an amount equal to the excess, if any, of (i) the Certificate Principal Balance of the Class I-M-1 Certificates immediately prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal Balance of the Class I-A Certificates (after taking into account the payment of the Class I-A Principal Distribution Amount on such Distribution Date) and (2) the product of (x) the aggregate Stated Principal Balance of the Group I Mortgage Loans for such

Distribution Date and (y) the sum of (I) 9.00% and (II) the Current Specified Overcollateralization Percentage for such Distribution Date.

Class I-M-2 Principal Distribution Amount : For any Distribution Date, an amount equal to the excess, if any, of (i) the Certificate Principal Balance of the Class I-M-2 Certificates immediately prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal Balance of the Class I-A Certificates (after taking into account the payment of the Class I-A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1 Certificates (after taking into account the payment of the Class I-M-1 Principal Distribution Amount on such Distribution Date) and (3) the product of (x) the aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date and (y) the sum of (I) 5.00% and (II) the Current Specified Overcollateralization Percentage for such Distribution Date.

Class II-A Certificates : The Class II-1A-1, Class II-1A-2, Class II-2A-1, Class II-3A-1, Class II-4A-1, Class II-5A-1 and Class II-6A-1 Certificates.

Class II-B Certificates : The Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates.

Class II-M Certificates : The Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5 and Class II-M-6 Certificates.

Class M Certificates : The Class I-M Certificates and the Class II-M Certificates.

Class Prepayment Distribution Trigger : For a Class of Group II 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 Certificate Principal Balance of such Class and each Class of Group II Subordinate Certificates subordinate thereto, if any, and the denominator of which is the Stated Principal Balance of all of the Group II Mortgage Loans as of the related Due Date, equals or exceeds such percentage calculated as of the Closing Date.

Class R Certificate : Any of the Class R Certificates substantially in the form annexed hereto as Exhibit A-4-1 and evidencing ownership of interests designated as “residual interests” in REMIC I, REMIC II, REMIC III and REMIC IV for purposes of the REMIC Provisions. Component I of the Class R Certificates is designated as the sole class of “residual interest” in REMIC I, Component II of the Class R Certificates is designated as the sole class of “residual interest” in REMIC II, Component III of the Class R Certificates is designated as the sole class of “residual interest” in REMIC III and Component IV of the Class R Certificates is designated as the sole class of “residual interest” in REMIC IV.

Class R-X Certificates : Any of the Class R-X Certificates substantially in the form annexed hereto as Exhibit A-4-2 and evidencing ownership of the “residual interest” in REMIC V for purposes of the REMIC Provisions.

Class XP Reserve Account : The account established and maintained by the Master Servicer pursuant to Section 4.07 hereof.

Class Y Principal Reduction Amounts : For any Distribution Date, the amounts by which the Uncertificated Principal Balances of the Class Y Regular Interests will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as described in Appendix I

Class Y Regular Interests : The Class Y-1, Class Y-2, Class Y-3, Class Y-4, Class Y-5 and Class Y-6 Regular Interests.

Class Y-1 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the Class Y-1 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class Y-1 Regular Interest on such Distribution Date.

Class Y-1 Principal Reduction Amount : The Class Y Principal Reduction Amount for the Class Y-1 Regular Interest as determined pursuant to the provisons of the Appendix 1.

Class Y-1 Regular Interest : The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.

Class Y-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the Class Y-2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class Y-2 Regular Interest on such Distribution Date.

Class Y-2 Principal Reduction Amount : The Class Y Principal Reduction Amount for the Class Y-2 Regular Interest as determined pursuant to the provisons of the Appendix 1.

Class Y-2 Regular Interest : The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.

Class Y-3 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the Class Y-3 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class Y-3 Regular Interest on such Distribution Date.

Class Y-3 Principal Reduction Amount : The Class Y Principal Reduction Amount for the Class Y-3 Regular Interest as determined pursuant to the provisons of the Appendix 1.

Class Y-3 Regular Interest : The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.

Class Y-4 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the Class Y-4 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class Y-1 Regular Interest on such Distribution Date.

Class Y-4 Principal Reduction Amount : The Class Y Principal Reduction Amount for the Class Y-4 Regular Interest as determined pursuant to the provisons of the Appendix 1.

Class Y-4 Regular Interest : The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.

Class Y-5 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the Class Y-5 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class Y-5 Regular Interest on such Distribution Date.

Class Y-5 Principal Reduction Amount : The Class Y Principal Reduction Amount for the Class Y-5 Regular Interest as determined pursuant to the provisons of the Appendix 1.

Class Y-5 Regular Interest : The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.

Class Y-6 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the Class Y-6 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class Y-6 Regular Interest on such Distribution Date.

Class Y-6 Principal Reduction Amount : The Class Y Principal Reduction Amount for the Class Y-6 Regular Interest as determined pursuant to the provisons of the Appendix 1.

Class Y-6 Regular Interest : The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.

Class Z Principal Reduction Amounts : For any Distribution Date, the amounts by which the Uncertificated Principal Balances of the Class Z Regular Interests will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, which shall be in each case the excess of (A) the sum of (x) the excess of the REMIC I Available Distribution Amount for the related Group (i.e. the “related Group” for the Class Z-1 Regular Interest is the Group II-1 Loans, the “related Group” for the Class Z-2 Regular Interest is the Group II-2 Loans, the “related Group” for the Class Z-3 Regular Interest is the Group II-3 Loans, the “related Group” for the Class Z-4 Regular Interest is the Group II-4 Loans, the “related Group” for the Class Z-5 Regular Interest is the Group II-5 Loans, and the “related Group” for the Class Z-6 Regular Interest is the Group II-6 Loans) over the sum of the amounts thereof distributable (i) in respect of interest on such Class Z Regular Interest and the related Class Y Regular Interest, (ii) to such Class Z Regular Interest and the related Class Y Regular Interest pursuant to clause (c)(ii) of the definition of “REMIC I Distribution Amount” and (iii) in the case of the Group I Loans, to the Class R Certificates and (y) the amount of Realized Losses allocable to principal for the related Group over (B) the Class Y Principal Reduction Amount for the related Group.

Class Z Regular Interests : The Class Z-1, Class Z-2, Class Z-3, Class Z-4, Class Z-5 and Class Z-6 Regular Interests.

Class Z-1 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the Class Z-1 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class Z-1 Regular Interest on such Distribution Date.

Class Z-1 Principal Reduction Amount : The Class Z Principal Reduction Amount for the Class Z-1 Regular Interest as determined pursuant to the provisons of the Appendix 1.

Class Z-1 Regular Interest : The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.

Class Z-2 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the Class Z-2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class Z-2 Regular Interest on such Distribution Date.

Class Z-2 Principal Reduction Amount : The Class Z Principal Reduction Amount for the Class Z-2 Regular Interest as determined pursuant to the provisons of the Appendix 1.

Class Z-2 Regular Interest : The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.

Class Z-3 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the Class Z-3 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class Z-3 Regular Interest on such Distribution Date .

Class Z-3 Principal Reduction Amount : The Class Z Principal Reduction Amount for the Class Z-3 Regular Interest as determined pursuant to the provisons of the Appendix 1.

Class Z-3 Regular Interest : The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.

Class Z-4 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the Class Z-4 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class Z-4 Regular Interest on such Distribution Date.

Class Z-4 Principal Reduction Amount : The Class Z Principal Reduction Amount for the Class Z-4 Regular Interest as determined pursuant to the provisons of the Appendix 1.

Class Z-4 Regular Interest : The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.

Class Z-5 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the Class Z-5 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class Z-5 Regular Interest on such Distribution Date.

Class Z-5 Principal Reduction Amount : The Class Z Principal Reduction Amount for the Class Z-5 Regular Interest as determined pursuant to the provisons of the Appendix 1.

Class Z-5 Regular Interest : The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.

Class Z-6 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the Class Z-6 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class Z-6 Regular Interest on such Distribution Date.

Class Z-6 Principal Reduction Amount : The Class Z Principal Reduction Amount for the Class Z-6 Regular Interest as determined pursuant to the provisons of the Appendix 1.

Class Z-6 Regular Interest : The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.

Closing Date : May 31, 2005.

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

Company : EMC.

Compensating Interest Payment : As defined in Section 6.06.

Corporate Trust Office : The designated office of the Trustee or Securities Administrator, as applicable, where at any particular time its respective corporate trust business with respect to this Agreement shall be administered. The Corporate Trust Office of the Trustee at the date of the execution of this Agreement is located at 4 New York Plaza, 6 ^th Floor, New York, New York 10004, Attention: Worldwide Securities Services—Global Debt, Bear Stearns ALT-A Trust 2005-5. The Corporate Trust Office of the Securities Administrator at the date of the execution of this Agreement is located at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Group, BSALTA 2005-5. For the purpose of registration and transfer and exchange only, the Corporate Trust Office of the Securities Administrator shall be located at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Group, BSALTA 2005-5.

Corridor Contract : With respect to the Class I-A-2 Certificates, the corridor contract, dated as of May 31, 2005, between the Trustee, on behalf of the Trust for the benefit of the Class I-A-2 Certificateholders, and the Counterparty.

Corridor Contract Payment Amount : With respect to any Distribution Date and the Corridor Contract, the amounts received from such Corridor Contract, if any, on such Distribution Date.

Counterparty : Wells Fargo Bank, National Association, and any successor thereto, or any successor counterparty under the Cap Contracts or the Corridor Contract.

Countrywide : Countrywide Home Loans Servicing LP, and any successor thereto.

Countrywide Servicing Agreements : The Seller’s Warranties and Servicing Agreement, dated as of September 1, 2002, as amended, between Countrywide and EMC, and the Servicing Agreement, dated as of January 1, 2001, between Countrywide and EMC, each as attached hereto as Exhibit H-4.

Cross-Over Date : The first Distribution Date on which the aggregate Certificate Principal Balance of the Group II Subordinate Certificates has been reduced to zero.

Current Interest : As of any Distribution Date, with respect to each Class of Group I Offered Certificates, (i) the interest accrued on the Certificate Principal Balance or Notional Amount, as applicable, during the related Interest Accrual Period at the applicable Pass-Through Rate plus any amount previously distributed with respect to interest for such Certificate that has been recovered as a voidable preference by a trustee in bankruptcy minus (ii) the sum of (a) any Prepayment Interest Shortfall for such Distribution Date, to the extent not covered by Compensating Interest Payments and (b) any shortfalls resulting from the application of the Relief Act during the related Due Period; provided, however, that for purposes of calculating Current Interest for any such Class, amounts specified in clauses (ii)(a) and (ii)(b) hereof for any such Distribution Date shall be allocated first to the Class B-IO Certificates and the Class R Certificates in reduction of amounts otherwise distributable to such Certificates on such Distribution Date and then any excess shall be allocated to each other Class of Certificates pro rata based on the respective amounts of interest accrued pursuant to clause (i) hereof for each such Class on such Distribution Date.

Current Specified Enhancement Percentage : For any Distribution Date, a percentage obtained by dividing (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I Subordinate Certificates and (ii) the Overcollateralization Amount, in each case prior to the distribution of the Principal Distribution Amount on such Distribution Date, by (y) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the end of the related Due Period.

Current Specified Overcollateralization Percentage : For any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the Overcollateralization Target Amount, and the denominator of which is the aggregate Stated Principal Balance of the Group I Mortgage Loans for 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 : May 1, 2005.

Cut-off Date Balance : Approximately $2,223,549,037.

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.

Delinquent : A Mortgage Loan is “Delinquent” if any payment due thereon is not made pursuant to the terms of such Mortgage Loan by the close of business on the day such payment is scheduled to be due. A Mortgage Loan is “30 days delinquent” if such payment has not been received by the close of business on the last day of the month immediately succeeding the month in which such payment was due. For example, a Mortgage Loan with a payment due on December 1 that remained unpaid as of the close of business on January 31 would then be considered to be 30 to 59 days delinquent. Similarly for “60 days delinquent,” “90 days delinquent” and so on.

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 Section 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 Servicing Agreement.

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 based upon an Opinion of Counsel that the holding of an ownership interest in a Residual Certificate by such Person may cause any 2005-5 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 by the Securities Administrator pursuant to Section 4.04, which shall be denominated “JPMorgan Chase Bank, National Association, as Trustee f/b/o holders of Structured Asset Mortgage Investments II Inc., Bear Stearns ALT-A Trust 2005-5, Mortgage Pass-Through Certificates, Series 2005-5 - 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 the month immediately following the month of the Closing Date, or, if such 25th day is not a Business Day, the Business Day immediately following.

DTC Custodian : Wells Fargo Bank, 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 calendar 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 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 Securities Administrator 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). Eligible Accounts may bear interest.

EMC : EMC Mortgage Corporation, and any successor thereto.

EMC Servicing Agreement : The Servicing Agreement, dated as of May 1, 2005, between Structured Asset Mortgage Investments II Inc. and EMC as attached hereto as Exhibit H-5.

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

Event of Default : As defined in Section 8.01.

EverHome : EverHome Mortgage Company (formerly known as Alliance Mortgage Corporation), and any successor thereto.

EverHome Servicing Agreements : The Subservicing Agreement, dated as of August 1, 2002, and the Servicing Agreements, dated as of December 1, 2000, June 1, 2002 and June 15, 2002, each between EverHome and EMC, each as attached hereto as Exhibit H-6.

Excess Cashflow : With respect to any Distribution Date, the sum of (i) Remaining Excess Spread for such Distribution Date and (ii) Overcollateralization Release Amount for such Distribution Date; provided, however, that the Excess Cashflow shall include Principal Funds on and after the Distribution Date on which the aggregate Certificate Principal Balance of the Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 and Class I-B-3 Certificates has been reduced to zero (other than Principal Funds otherwise distributed to the Holders of Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 and Class I-B-3 Certificates on such Distribution Date).

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 Spread : With respect to any Distribution Date, the excess, if any, of (i) the Interest Funds for such Distribution Date over (ii) the sum of the Current Interest on the Group I Offered Certificates and Interest Carry Forward Amounts on the Class I-A Certificates, in each case on such Distribution Date.

Extra Principal Distribution Amount : With respect to any Distribution Date, an amount derived from Excess Spread equal to the lesser of (i) the excess, if any, of the Overcollateralization Target Amount for such Distribution Date over the Overcollateralization Amount for such Distribution Date and (ii) the Excess Spread for such Distribution Date.

Fannie Mae : Federal National Mortgage Association and any successor thereto.

FDIC : Federal Deposit Insurance Corporation and any successor thereto.

Final Certification : The certification substantially in the form of Exhibit Three to the Custodial Agreement.

Fiscal Quarter : December 1 through the last day of February, March 1 through May 31, June 1 through August 31, or September 1 through November 30, as applicable.

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 Certificate Principal Balance of such Certificate and the denominator of which is the Certificate Principal Balance of such Class. With respect to the Certificates in the aggregate, the fractional undivided interest evidenced by (i) a Residual Certificate will be deemed to equal 0.50% multiplied by the percentage interest of such Residual Certificate, (ii) the Class B-IO Certificates will be deemed to equal 1.00% and (iii) a Certificate of any other Class will be deemed to equal 98.00% multiplied by a fraction, the numerator of which is the Certificate Principal Balance of such Certificate and the denominator of which is the aggregate Certificate Principal Balance of all the Certificates other than the Class B-IO Certificates.

Freddie Mac : Freddie Mac, formerly the Federal Home Loan Mortgage Corporation, and any successor thereto.

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

GMACM : GMAC Mortgage Corporation, and any successor thereto.

GMACM Servicing Agreements : Servicing Agreement, dated as of May 1, 2001, as amended by Amendment No. 1, dated as of October 1, 2001 and Amendment No. 2, dated as of July 31, 2002, and the Flow Sale and Servicing Agreement, dated as of August 1, 1999, each between GMACM and EMC, and each attached hereto as Exhibit H-7.

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

GreenPoint Servicing Agreement : The Purchase, Warranties and Servicing Agreement, dated as of September 1, 2003, between GreenPoint and EMC attached hereto as Exhibit H-8.

Gross Margin : As to each Mortgage Loan, the fixed percentage set forth in the related Mortgage Note and indicated on the Mortgage Loan Schedule which percentage is added to the related Index on each Interest Adjustment Date to determine (subject to rounding, the minimum and maximum Mortgage Interest Rate and the Periodic Rate Cap) the Mortgage Interest Rate until the next Interest Adjustment Date.

Group I Certificates : The Group I Senior Certificates, the Group I Subordinate Certificates and the Group I Non-Offered Subordinate Certificates.

Group I Mortgage Loans : The Mortgage Loans identified as such on the Mortgage Loan Schedule.

Group I Non-Offered Subordinate Certificates : The Class I-B-3, the Class XP and the Class B-IO Certificates.

Group I Offered Certificates : The Group I Senior Certificates and the Group I Offered Subordinate Certificates.

Group I Offered Subordinate Certificates : The Class I-M-1, Class I-M-2, Class I-B-1 and Class I-B-2 Certificates.

Group I Senior Certificates : The Class I-A Certificates.

Group I Subordinate Certificates : The Group I Offered Subordinate Certificates and the Group I Non-Offered Subordinate Certificates.

Group II Certificates : The Group II Senior Certificates and the Group II Subordinate Certificates.

Group II Mortgage Loans : The Mortgage Loans identified as such on the Mortgage Loan Schedule.

Group II Non-Offered Subordinate 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 the Group II Offered Subordinate Certificates.

Group II Offered Subordinate Certificates : The Class II-M-1, Class II-

M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6, Class II-B-1, Class II-B-2 and Class II-B-3 Certificates.

Group II Senior Certificates : The Class II-1A-1, Class II-1A-2, Class II-2A-1, Class II-3A-1, Class II-4A-1, Class II-5A-1 and Class II-6A-1 Certificates.

Group II Subordinate Certificates : The Group II Offered Subordinate Certificates and the Group II Non-Offered Subordinate Certificates.

Group II-1 Certificates : The Class II-1A-1 Certificates and the Class II-1A-2 Certificates.

Group II-1 Loans : The Mortgage Loans identified as such on the Mortgage Loan Schedule.

Group II-2 Certificates : The Class II-2A-1 Certificates.

Group II-2 Loans : The Mortgage Loans identified as such on the Mortgage Loan Schedule.

Group II-3 Certificates : The Class II-3A-1 Certificates.

Group II-3 Loans : The Mortgage Loans identified as such on the Mortgage Loan Schedule.

Group II-4 Certificates : The Class II-4A-1 Certificates.

Group II-4 Loans : The Mortgage Loans identified as such on the Mortgage Loan Schedule.

Group II-5 Certificates : The Class II-5A-1 Certificates.

Group II-5 Loans : The Mortgage Loans identified as such on the Mortgage Loan Schedule.

Group II-6 Certificates : The Class II-6A-1 Certificates.

Group II-6 Loans : The Mortgage Loans identified as such on the Mortgage Loan Schedule.

Holder : The Person in whose name a Certificate is registered in the Certificate Register, except that, subject to Sections 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, the Securities Administrator 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.

HSBC : HSBC Mortgage Corporation (USA), and any successor thereto.

HSBC Servicing Agreement : The Purchase, Warranties and Servicing Agreement, dated as of May 1, 2002, between HSBC and EMC, attached hereto as Exhibit H-9.

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.

Index : The index, if any, specified in a Mortgage Note by reference to which the related Mortgage Interest Rate will be adjusted from time to time.

Individual Certificate : Any Private 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, including the related Servicer's costs and expenses incurred in connection with presenting claims under the related Insurance Policies.

Interest Accrual Period : With respect to each Distribution Date, for each Class of Group II Certificates, the calendar month preceding the month in which such Distribution Date occurs. The Interest Accrual Period for the Group I Offered Certificates and the Class I-B-3 Certificates will be the period from and including the preceding distribution date (or from the Closing Date, in the case of the first Distribution Date) to and including the day prior to the current Distribution Date.

Interest Adjustment Date : With respect to a Mortgage Loan, the date, if any, specified in the related Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.

Interest Carryforward Amount : As of the first Distribution Date and with respect to each Class of Group I Offered Certificates, zero, and for each Distribution Date thereafter, the sum of (i) the excess of (a) the Current Interest for such Class with respect to prior Distribution Dates over (b) the amount actually distributed to such Class of Group I Certificates with respect to interest on or after such prior Distribution Dates and (ii) interest thereon (to the extent permitted by applicable law) at the applicable Pass-Through Rate for such Class for the related Interest Accrual Period including the Interest Accrual Period relating to such Distribution Date.

Interest Funds : For any Distribution Date and Loan Group I, (i) the sum, without duplication, of (a) all scheduled interest collected in respect to the related Group I Mortgage Loans during the related Due Period less the related Servicing Fee, (b) all Monthly Advances relating to interest with respect to the related Group I Mortgage Loans made on or prior to the related Distribution Account Deposit Date, (c) all Compensating Interest Payments with respect to the Group I Mortgage Loans and required to be remitted by the Master Servicer pursuant to this Agreement or the related Servicer pursuant to the related Servicing Agreement with respect to such Distribution Date, (d) Liquidation Proceeds with respect to the related Group I Mortgage Loans collected during the related Prepayment Period (or, in the case of Subsequent Recoveries, during the related Due Period), to the extent such Liquidation Proceeds relate to interest, (e) all amounts relating to interest with respect to each related Group I Mortgage Loan purchased by EMC pursuant to Sections 2.02 and 2.03 or by the Depositor pursuant to Section 3.21 during the related Due Period and (f) all amounts in respect of interest paid by EMC pursuant to Section 10.01 in respect to Loan Group I, in each case to the extent remitted by EMC or its designee, as applicable, to the Distribution Account pursuant to this Agreement minus (ii) all amounts relating to interest required to be reimbursed pursuant to Sections 4.01, 4.03 and 4.05 or as otherwise set forth in this Agreement and allocated to Loan Group I.

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 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 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 Rate on the Stated 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 Rate) received at the time of such prepayment; and

(c) Relief Act Mortgage Loans: As to any Relief Act Mortgage Loan, the excess of (i) 30 days’ interest (or, in the case of a principal prepayment in full, interest to the date of prepayment) on the Stated Principal Balance thereof (or, in the case of a principal prepayment in part, on the amount so prepaid) at the related Net Rate over (ii) 30 days’ interest (or, in the case of a principal prepayment in full, interest to the date of prepayment) on such Stated Principal Balance (or, in the case of a Principal Prepayment in part, on the amount so prepaid) at the annual interest 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 Private Certificates in connection with such purchase, substantially in the form set forth as Exhibit F-1 hereto.

LIBOR Business Day : Any day other than a Saturday or a Sunday or a day on which banking institutions in the city of London, England are required or authorized by law to be closed.

LIBOR Determination Date : With respect to each Class of Offered Certificates and for the first Interest Accrual Period, May 25, 2005. With respect to each Class of Offered Certificates and any Interest Accrual Period thereafter, the second LIBOR Business Day preceding the commencement of such Interest Accrual Period.

Liquidated Mortgage Loan : Any defaulted Mortgage Loan as to which the 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 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 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 : Amounts 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 Subsequent Recoveries.

Loan Group : Loan Group I or Loan Group II (including Loan Group II-1, Loan Group II-2, Loan Group II-3, Loan Group II-4, Loan Group II-5 or Loan Group II-6), as applicable.

Loan Group I : The group of Mortgage Loans designated as belonging to Loan Group I on the Mortgage Loan Schedule.

Loan Group II : Any of Loan Group II-1, Loan Group II-2, Loan Group II-3, Loan Group II-4, Loan Group II-5 or Loan Group II-6.

Loan Group II-1 : The group of Mortgage Loans designated as belonging to Loan Group II-1 on the Mortgage Loan Schedule.

Loan Group II-2 : The group of Mortgage Loans designated as belonging to Loan Group II-2 on the Mortgage Loan Schedule.

Loan Group II-3 : The group of Mortgage Loans designated as belonging to Loan Group II-3 on the Mortgage Loan Schedule.

Loan Group II-4 : The group of Mortgage Loans designated as belonging to Loan Group II-4 on the Mortgage Loan Schedule.

Loan Group II-5 : The group of Mortgage Loans designated as belonging to Loan Group II-5 on the Mortgage Loan Schedule.

Loan Group II-6 : The group of Mortgage Loans designated as belonging to Loan Group II-6 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 Limitation : The meaning specified in Section 6.02.2(c) hereof.

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 Stated 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.

Margin : With respect to any Distribution Date on or prior to the first possible Optional Termination Date with respect to the Group I Mortgage Loans and (i) with respect to the Class I-A-1 Certificates, 0.22% per annum, (ii) with respect to the Class I-A-2 Certificates, 0.08% per annum, (iii) with respect to the Class I-A-3 Certificates, 0.28% per annum, (iv) with respect to the Class I-A-4 Certificates, 0.28% per annum, (v) with respect to the Class I-M-1 Certificates, 0.45% per annum, (vi) with respect to the Class I-M-2 Certificates, 0.65% per annum, (vii) with respect to the Class I-B-1 Certificates, 1.30% per annum, (viii) with respect to the Class I-B-2 Certificates, 1.70% per annum, and (ix) with respect to the Class I-B-3 Certificates, 2.10% per annum; and with respect to any Distribution Date after the first possible Optional Termination Date and (i) with respect to the Class I-A-1 Certificates, 0.44% per annum, (ii) with respect to the Class I-A-2 Certificates, 0.16% per annum, (iii) with respect to the Class I-A-3 Certificates, 0.56% per annum, (iv) with respect to the Class I-A-4 Certificates, 0.56% per annum, (v) with respect to the Class I-M-1 Certificates, 0.675% per annum, (vi) with respect to the Class I-M-2 Certificates, 0.975% per annum, (vii) with respect to the Class I-B-1 Certificates, 1.95% per annum, (viii) with respect to the Class I-B-2 Certificates, 2.55% per annum, and (ix) with respect to the Class I-B-3 Certificates, 3.15% per annum.

Marker Rate : With respect to the Class B-IO Certificates or the REMIC IV Regular Interest B-IO-I and any Distribution Date, in relation to the REMIC II Regular Interests LT1, LT2, LT3 and LT4, a per annum rate equal to two (2) times the weighted average of the Uncertificated Pass-Through Rates for REMIC II Regular Interest LT2 and REMIC II Regular Interest LT3.

Master Servicer : As of the Closing Date, Wells Fargo Bank, National Association and, thereafter, its respective successors in interest that 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 by the Master Servicer pursuant to Section 4.02, which shall be denominated “JPMorgan Chase Bank, National Association, as Trustee f/b/o holders of Structured Asset

Mortgage Investments II Inc., Bear Stearns ALT-A Trust 2005-5, Mortgage Pass-Through Certificates, Series 2005-5, Collection Account.” The Master Servicer Collection Account shall be an Eligible Account.

Master Servicing Compensation : The meaning specified in Section 3.14.

Material Defect : The meaning specified in Section 2.02(a).

Maximum Lifetime Mortgage Rate : The maximum level to which a Mortgage Interest Rate can adjust in accordance with its terms, regardless of changes in the applicable Index.

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

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

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

Minimum Lifetime Mortgage Rate : The minimum level to which a Mortgage Interest Rate can adjust in accordance with its terms, regardless of changes in the applicable Index.

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

Monthly 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 6.05.

Monthly Delinquency Percentage : With respect to a Distribution Date, the percentage equivalent of a fraction, the numerator of which is the aggregate Stated Principal Balance of the Group I Mortgage Loans that are 60 days or more Delinquent or are in bankruptcy or foreclosure or are REO Properties for such Distribution Date and the denominator of which is the aggregate Stated Principal Balance of Group I Mortgage Loans for such Distribution Date.

Moody’s : Moody’s Investors Service, Inc. or its successor in interest.

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

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, with respect to each Mortgage 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.

Mortgage Loan Purchase Agreement : The Mortgage Loan Purchase Agreement dated as of May 31, 2005, between EMC, 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 or the Mortgage Loan Purchase Agreement, as the case may be.

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.

Mortgagor : The obligor on a Mortgage Note.

National City : National City Mortgage Company, and any successor thereto.

National City Servicing Agreement : The Purchase, Warranties and Servicing Agreement, dated as of October 1, 2001, between National City and EMC, attached hereto as Exhibit H-10.

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 Servicer or the Master Servicer in accordance with the Servicing Agreement or this Agreement and (ii) unreimbursed advances by the Servicer or the Master Servicer and Monthly Advances.

Net Rate : With respect to each Mortgage Loan, the Mortgage Interest Rate in effect from time to time less the the Servicing Fee Rate, expressed as a per annum rate.

Net Rate Cap : For any Distribution Date and each of the Group I Offered Certificates, the weighted average of the Net Rates of the Group I Mortgage Loans as of the beginning of the related Due Period, weighted on the basis of the Stated Principal Balances thereof as of the preceding Distribution Date, as adjusted to an effective rate reflecting the accrual of interest on

the basis of a 360-day year and the actual number of days elapsed in the related Interest Accrual Period. For federal income tax purposes, the Net Rate Cap with respect to the Group I Offered Certificates is equal to the Uncertificated Pass-Through Rate for the REMIC II Regular Interests LT1 and LT2.

Non-Offered Subordinate Certificates : The Group I Non-Offered Subordinate Certificates and the Group II Non-Offered Subordinate Certificates.

Nonrecoverable Advance : 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 B-IO Certificates immediately prior to any Distribution Date is equal to the aggregate of the Uncertificated Principal Balances of the REMIC II Regular Interests.

Offered Certificates : The Group I Offered Certificates and the Group II Offered Certificates.

Offered Subordinate Certificates : The Group I Offered Subordinate Certificates and the Group II Offered Subordinate Certificates.

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.

One-Month LIBOR : With respect to any Interest Accrual Period, the rate determined by the Securities Administrator on the related LIBOR Determination Date on the basis of the rate for U.S. dollar deposits for one month that appears on Telerate Screen Page 3750 as of 11:00 a.m. (London time) on such LIBOR Determination Date; provided that the parties hereto acknowledge that One-Month LIBOR for the first Interest Accrual Period shall equal 3.09% per annum. If such rate does not appear on such page (or such other page as may replace that page on that service, or if such service is no longer offered, such other service for displaying One-Month LIBOR or comparable rates as may be reasonably selected by the Securities Administrator), One-Month LIBOR for the applicable Interest Accrual Period will be the Reference Bank Rate. If no such quotations can be obtained by the Securities Administrator and no Reference Bank Rate is available, One-Month LIBOR will be One-Month LIBOR applicable to the preceding Interest Accrual Period.

Opinion of Counsel : A written opinion of counsel who is or are acceptable to the Trustee 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.

Optional Termination Date : With respect to the Group I Mortgage Loans, the Distribution Date on which the aggregate Stated Principal Balance of the Group I Mortgage Loans is less than 20% of the Cut-off Date Balance and with respect to the Group II Mortgage Loans, the Distribution Date on which the aggregate Stated Principal Balance of the Group II Mortgage Loans is less than 10% of the Cut-off Date Balance.

Original Group II Subordinate Principal Balance : The sum of the aggregate Certificate Principal Balances of each Class of Group II Subordinate Certificates as of the Closing Date.

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.

Overcollateralization Amount : With respect to any Distribution Date, the excess, if any, of (a) the aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date over (b) the aggregate Certificate Principal Balance of the Group I Offered Certificates and the Class I-B-3 Certificates on such Distribution Date (after taking into account the payment of principal other than any Extra Principal Distribution Amount on such Certificates).

Overcollateralization Release Amount : With respect to any Distribution Date is the lesser of (x) the sum of the amounts described in clauses (1) through (5) and (7) in the definition of Principal Funds for such Distribution Date and (y) the excess, if any, of (i) the Overcollateralization Amount for such Distribution Date (assuming that 100% of such Principal Funds is applied as a principal payment on such Distribution Date) over (ii) the Overcollateralization Target Amount for such Distribution Date (with the amount pursuant to clause (y) deemed to be $0 if the Overcollateralization Amount is less than or equal to the Overcollateralization Target Amount on that Distribution Date).

Overcollateralization Target Amount : With respect to any Distribution Date (a) prior to the Stepdown Date, approximately 0.70% of the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the Cut-Off Date, (b) on or after the Stepdown Date and if a Trigger Event is not in effect, the greater of (i) the lesser of (1) approximately 0.70% of the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the Cut-Off Date and (2) 1.40% of the then current aggregate Stated Principal Balance of the Group I Mortgage Loans as of such Distribution Date and (ii) approximately $4,020,749 and (c) on or after the Stepdown Date and if

a Trigger Event is in effect, the Overcollateralization Target Amount for the immediately preceding Distribution Date.

Pass-Through Rate : As to each Class of Certificates, 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.

Periodic Rate Cap : With respect to each Mortgage Loan, the maximum adjustment that can be made to the Mortgage Interest Rate on each Interest Adjustment Date in accordance with its terms, regardless of changes in the applicable Index.

Permitted Investments : Any one or more of the following obligations or securities held in the name of the Trustee for the benefit of the 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 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 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) interests in any money market fund (including any such fund managed or advised by the Trustee or the Master Servicer or any affiliate thereof) which at the date of acquisition of the interests in such fund and throughout the time such interests are held in such fund has the highest applicable short term rating by each Rating Agency rating such funds or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Cerficates by each Rating Agency, as evidenced in writing; 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 : PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation), and any successor thereto.

PHH Servicing Agreements : The Purchase, Warranties and Servicing Agreement dated as of October 23, 2001, among PHH, Bishop’s Gate Residential Mortgage Trust and EMC, and the Additional Collateral Assignment and Servicing Agreement, dated as of April 26, 2001, between PHH and EMC, each as attached hereto as Exhibit H-3.

Physical Certificates : The Residual Certificates and the Private Certificates.

Plan : The meaning specified in Section 5.07(a).

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 Charge Loan : Any Group I Mortgage Loan for which a Prepayment Charge may be assessed and to which such Prepayment Charge the Class XP Certificates are entitled, as indicated on the Mortgage Loan Schedule.

Prepayment Interest Shortfall : With respect to any Distribution Date, for each Mortgage Loan that was the subject of a partial Principal Prepayment or a Principal Prepayment in full during the related Prepayment Period (other than a Principal Prepayment in full resulting from the purchase of a Group I Mortgage Loan pursuant to Section 2.02, 2.03, 3.21 or 10.01 hereof), the amount, if any, by which (i) one month’s interest at the applicable Net Rate on the Stated Principal Balance of such Group I Mortgage Loan immediately prior to such prepayment or in the case of a partial Principal Prepayment on the amount of such prepayment exceeds (ii) the amount of interest paid or collected in connection with such Principal Prepayment less the sum of (a) any Prepayment Charges and (b) the related Servicing Fee.

Prepayment Period : With respect to any Distribution Date and the Mortgage Loans serviced by EMC, the period from the sixteenth day of the calendar month preceeding the calendar month in which such Distribution Date occurs through the close of business on the fifteenth day of the calendar month in which such Distribution Date occurs. With respect to any Distribution Date and all other Mortgage Loans, the period that 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 Distribution Amount : With respect to each Distribution Date, an amount equal to the excess of (i) sum of (a) the Principal Funds for such Distribution Date and (b) any Extra Principal Distribution Amount for such Distribution Date over (ii) any Overcollateralization Release Amount for such Distribution Date.

Principal Funds : the sum, without duplication, of

1.	the Scheduled Principal collected on the Group I Mortgage Loans during the related Due Period or advanced on or before the related servicer advance date,

2.	prepayments in respect of the Group I Mortgage Loans, exclusive of any prepayment charges, collected in the related Prepayment Period,

3.	the Stated Principal Balance of each Group I Mortgage Loan that was repurchased by the Depositor or the related Servicer during the related Due Period,

the amount, if any, by which the aggregate unpaid principal balance of any Substitute Mortgage Loans is less than the aggregate unpaid principal balance of any deleted mortgage loans delivered by the related Servicer in connection with a substitution of a Group I Mortgage Loan during the related Due Period,

5.	all Liquidation Proceeds collected during the related Prepayment Period (or in the case of Subsequent Recoveries, during the related Due Period) on the Group I Mortgage Loans, to the extent such Liquidation Proceeds relate to principal, less

all related Nonrecoverable Advances relating to principal reimbursed during the related Due Period,

6.	the principal portion of the purchase price of the assets of the Trust allocated to Loan Group I upon the exercise by EMC or its designee of its optional termination right with respect to the Group I Mortgage Loans; minus

7.	any amounts required to be reimbursed to EMC, the Depositor, a Servicer, the Master Servicer, the Custodian, the Trustee or the Securities Administrator and allocated to Loan Group I, as provided in the Agreement.

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 Liquidation Mortgage Loan.

Private Certificates : The Class I-B-3, Class B-IO, Class XP, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates.

Prospectus : The prospectus, dated December 20, 2004, as supplemented by the prospectus supplement dated May 25, 2005, relating to the offering of the Offered Certificates.

Protected Account : An account established and maintained for the benefit of Certificateholders by each Servicer with respect to the related Mortgage Loans and with respect to REO Property pursuant to the related 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 Certificates rated by the Rating Agencies as of the Closing Date.

Rating Agencies : Moody’s and S&P.

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 Mortgaged Property that are allocated to principal. In addition, to the extent the Master Servicer receives Subsequent Recoveries with respect to any Mortgage Loan, the amount

of the Realized Loss with respect to that Mortgage Loan will be reduced to the extent such recoveries are applied to reduce the Certificate Principal Balance of any Class of Certificates on any Distribution Date.

Realized Losses on the Mortgage Loans shall be allocated to the REMIC I Regular Interests as follows: (1) The interest portion of Realized Losses and Net Interest Shortfalls on the Group II-1 Loans, if any, shall be allocated between the Class Y-1 and Class Z-1 Regular Interests pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof; (2) the interest portion of Realized Losses and Net Interest Shortfalls on the Group II-2 Loans, if any, shall be allocated between the Class Y-2 and Class Z-2 Regular Interests pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof; (3) the interest portion of Realized Losses and Net Interest Shortfalls on the Group II-3 Loans, if any, shall be allocated between the Class Y-3 and Class Z-3 Regular Interests pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof; (4) the interest portion of Realized Losses and Net Interest Shortfalls on the Group II-4 Loans, if any, shall be allocated between the Class Y-4 and Class Z-4 Regular Interests pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof; (5) the interest portion of Realized Losses and Net Interest Shortfalls on the Group II-5 Loans, if any, shall be allocated between the Class Y-5 and Class Z-5 Regular Interests pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof; and (6) the interest portion of Realized Losses and Net Interest Shortfalls on the Group II-6 Loans, if any, shall be allocated between the Class Y-6 and Class Z-6 Regular Interests pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof. Any interest portion of such Realized Losses in excess of the amount allocated pursuant to the preceding sentence shall be treated as a principal portion of Realized Losses not attributable to any specific Mortgage Loan in such Group and allocated pursuant to the succeeding sentences. The principal portion of Realized Losses with respect to the Mortgage Loans shall be allocated to the REMIC I Regular Interests as follows: (1) the principal portion of Realized Losses on the Group II-1 Loans shall be allocated, first, to the Class Y-1 Regular Interest to the extent of the Class Y-1 Principal Reduction Amount in reduction of the Uncertificated Principal Balance of such Regular Interest and, second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to the Class Z-1 Regular Interest in reduction of the Uncertificated Principal Balance thereof; (2) the principal portion of Realized Losses on the Group II-2 Loans shall be allocated, first, to the Class Y-2 Regular Interest to the extent of the Class Y-2 Principal Reduction Amount in reduction of the Uncertificated Principal Balance of such Regular Interest and, second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to the Class Z-2 Regular Interest in reduction of the Uncertificated Principal Balance thereof; (3) the principal portion of Realized Losses on the Group II-3 Loans shall be allocated, first, to the Class Y-3 Regular Interest to the extent of the Class Y-3 Principal Reduction Amount in reduction of the Uncertificated Principal Balance of such Regular Interest and, second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to the Class Z-3 Regular Interest in reduction of the Uncertificated Principal Balance thereof; (4) the principal portion of Realized Losses on the Group II-4 Loans shall be allocated, first, to the Class Y-4 Regular Interest to the extent of the Class Y-4 Principal Reduction Amount in reduction of the Uncertificated Principal Balance of such Regular Interest and, second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to the Class Z-4 Regular Interest in reduction of the Uncertificated Principal Balance thereof; (5) the principal portion of

Realized Losses on the Group II-5 Loans shall be allocated, first, to the Class Y-5 Regular Interest to the extent of the Class Y-5 Principal Reduction Amount in reduction of the Uncertificated Principal Balance of such Regular Interest and, second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to the Class Z-5 Regular Interest in reduction of the Uncertificated Principal Balance thereof; and (6) the principal portion of Realized Losses on the Group II-6 Loans shall be allocated, first, to the Class Y-6 Regular Interest to the extent of the Class Y-6 Principal Reduction Amount in reduction of the Uncertificated Principal Balance of such Regular Interest and, second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to the Class Z-6 Regular Interest in reduction of the Uncertificated Principal Balance thereof. For any Distribution Date, reductions in the Uncertificated Principal Balances of the Class Y and Class Z Regular Interest pursuant to this definition of Realized Loss shall be determined, and shall be deemed to occur, prior to any reductions of such Uncertificated Principal Balances by distributions on such Distribution Date.

Record Date : For each Class of Group I Certificates, the Business Day preceding the applicable Distribution Date so long as such Class of Certificates remains in book-entry form; and otherwise, the close of business on the last Business Day of the month immediately preceding the month of such Distribution Date. For each Class of Group II Certificates, the close of business on the last Business Day of the month immediately preceding the month of such Distribution Date.

Reference Bank : A leading bank selected by the Securities Administrator that is engaged in transactions in Eurodollar deposits in the international Eurocurrency market.

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

Reinvestment Agreements : One or more reinvestment agreements, acceptable to the Rating Agencies, from a bank, insurance company or other corporation or entity (including the Trustee).

Related Certificates (A) For each class of REMIC III Regular Interests, the Class or Classes of Certificates show opposite the name of such REMIC III Regular Interest in the following table:

REMIC III Regular Interest	Classes of Certificates
II-1A-1	II-1A-1
II-1A-2	II-1A-2
II-2A-1	II-2A-1
II-3A-1	II-3A-1
II-4A-1	II-4A-1
II-5A-1	II-5A-1
II-6A-1	II-6A-1
II-M-1	II-M-1
II-M-2	II-M-2
II-M-3	II-M-3
II-M-4	II-M-4
II-M-5	II-M-5
II-M-6	II-M-6
II-B-1	II-B-1
II-B-2	II-B-2
II-B-3	II-B-3
II-B-4	II-B-4
II-B-5	II-B-5
II-B-6	II-B-6

(B) For each class of REMIC IV Regular Interest, the Class or Classes of Certificates show opposite the name of such REMIC III Regular Interest in the following table:

REMIC IV Regular Interest	Classes of Certificates
I-A-1	I-A-1
I-A-2	I-A-2
I-A-3	I-A-3
I-A-4	I-A-4
I-M-1	I-M-1
I-M-2	I-M-2
I-B-1	I-B-1
I-B-2	I-B-2
I-B-3	I-B-3
X-P	X-P
B-IO-I and B-IO-P	B-IO
II-1A-1	II-1A-1
II-1A-2	II-1A-2
II-2A-1	II-2A-1
II-3A-1	II-3A-1
II-4A-1	II-4A-1
II-5A-1	II-5A-1
II-6A-1	II-6A-1
II-M-1	II-M-1

II-M-2	II-M-2
II-M-3	II-M-3
II-M-4	II-M-4
II-M-5	II-M-5
II-M-6	II-M-6
II-B-1	II-B-1
II-B-2	II-B-2
II-B-3	II-B-3
II-B-4	II-B-4
II-B-5	II-B-5
II-B-6	II-B-6

Relief Act : The Servicemembers Civil Relief Act, 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.

Remaining Excess Spread : With respect to any Distribution Date, the Excess Spread remaining after the distribution of the Extra Principal Distribution Amount for such Distribution Date.

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

REMIC Administrator : The Trustee; provided that if the REMIC Administrator is found by a court of competent jurisdiction to no longer be able to fulfill its obligations as REMIC Administrator under this Agreement the Servicer or Trustee acting as Servicer shall appoint a successor REMIC Administrator, subject to assumption of the REMIC Administrator obligations under this Agreement.

REMIC Interest : Any of the REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V Interests.

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 2005-5 REMIC to fail to qualify as a REMIC while any regular interest in such 2005-5 REMIC is outstanding, (ii) result in a tax on prohibited transactions with respect to any 2005-5 REMIC or (iii) constitute a taxable contribution to any 2005-5 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.

REMIC Regular Interest : Any of of the REMIC I, REMIC II, REMIC III , REMIC IV and REMIC V Regular Interests.

REMIC I : The segregated pool of assets, with respect to which a REMIC election is made pursuant to this Agreement, consisting of:

(a) the Group II Mortgage Loans and the related Mortgage Files and collateral securing such Group II Mortgage Loans,

(b) all payments on and collections in respect of the Group II Mortgage Loans due after the Cut-off Date as shall be on deposit in the Master Servicer Collection Account or in the Distribution Account and identified as belonging to the Trust Fund,

(c) property that secured a Group II Mortgage Loan and that has been acquired for the benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure,

(d) the hazard insurance policies and Primary Mortgage Insurance Policies, if any, relating to the Group II Mortgage Loans, and

(e) all proceeds of clauses (a) through (d) above.

REMIC I Available Distribution Amount : For each of the Group II Loan Groups for any Distribution Date, the Available Funds for such Loan Group, or, if the context so requires the aggregate of the Available Funds for all Group II Loan Groups.

REMIC I Distribution Amount : For any Distribution Date, the REMIC I Available Distribution Amount shall be distributed to the REMIC I Regular Interests and the Class R Certificates in respect of Component I thereof in the following amounts and priority:

(a) To the extent of the REMIC I Available Distribution Amount for Loan Group II-1:

(i) first, to Class Y-1 and Class Z-1 Regular Interests and Component I of the Class R Certificates, concurrently, the Uncertificated Interest for such Classes remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;

(ii) second, to the Class Y-1 and Class Z-1 Regular Interests and Component I of the Class R Certificates, concurrently, the Uncertificated Interest for such Classes for the current Distribution Date, pro rata according to their respective Uncertificated Interest;

(iii) third, to Component I of the Class R Certificates, until the Uncertificated Principal Balance thereof has been reduced to zero; and

(iv) fourth, to the Class Y-1 and Class Z-1 Regular Interests, the Class Y-1 Principal Distribution Amount and the Class Z-1 Principal Distribution Amount, respectively.

(b) To the extent of the REMIC I Available Distribution Amount for Loan Group II-2:

(i) first, to the Class Y-2 and Class Z-2 Regular Interests, concurrently, the Uncertificated Interest for such Classes remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;

(ii) second, to the Class Y-2 and Class Z-2 Regular Interests, concurrently, the Uncertificated Interest for such Classes for the current Distribution Date, pro rata according to their respective Uncertificated Interest; and

(iii) third, to the Class Y-2 and Class Z-2 Regular Interests, the Class Y-2 Principal Distribution Amount and the Class Z-2 Principal Distribution Amount, respectively.

(i) first, to the Class Y-3 and Class Z-3 Regular Interests, concurrently, the Uncertificated Interest for such Classes remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;

(ii) second, to the Class Y-3 and Class Z-3 Regular Interests, concurrently, the Uncertificated Interest for such Classes for the current Distribution Date, pro rata according to their respective Uncertificated Interest; and

(iii) third, to the Class Y-3 and Class Z-3 Regular Interests, the Class Y-3 Principal Distribution Amount and the Class Z-3 Principal Distribution Amount, respectively.

(d) To the extent of the REMIC I Available Distribution Amount for Loan Group II-4:

(i) first, to the Class Y-4 and Class Z-4 Regular Interests, concurrently, the Uncertificated Interest for such Classes remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;

(ii) second, to the Class Y-4 and Class Z-4 Regular Interests, concurrently, the Uncertificated Interest for such Classes for the current Distribution Date, pro rata according to their respective Uncertificated Interest; and

(iii) third, to the Class Y-4 and Class Z-4 Regular Interests, the Class Y-4 Principal Distribution Amount and the Class Z-4 Principal Distribution Amount, respectively.

(e) To the extent of the REMIC I Available Distribution Amount for Loan Group II-5:

(i) first, to the Class Y-5 and Class Z-5 Regular Interests, concurrently, the Uncertificated Interest for such Classes remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;

(ii) second, to the Class Y-5 and Class Z-5 Regular Interests, concurrently, the Uncertificated Interest for such Classes for the current Distribution Date, pro rata according to their respective Uncertificated Interest; and

(iii) third, to the Class Y-5 and Class Z-5 Regular Interests, the Class Y-5 Principal Distribution Amount and the Class Z-5 Principal Distribution Amount, respectively.

(f) To the extent of the REMIC I Available Distribution Amount for Loan Group II-6:

(i) first, to the Class Y-6 and Class Z-6 Regular Interests, concurrently, the Uncertificated Interest for such Classes remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;

(ii) second, to the Class Y-6 and Class Z-6 Regular Interests, concurrently, the Uncertificated Interest for such Classes for the current Distribution Date, pro rata according to their respective Uncertificated Interest; and

(iii) third, to the Class Y-6 and Class Z-6 Regular Interests, the Class Y-6 Principal Distribution Amount and the Class Z-6 Principal Distribution Amount, respectively.

(g) To the extent of the REMIC I Available Distribution Amounts for Loan Group II-1, Loan Group II-2, Loan Group II-3, Loan Group II-4, Loan Group II-5 or Loan Group II-6 for such Distribution Date remaining after payment of the amounts pursuant to paragraphs (a), (b), (c), (d), (e) and (f) of this definition of “REMIC I Distribution Amount”:

(i) first, to each Class of Class Y and Class Z Regular Interests, pro rata according to the amount of unreimbursed Realized Losses allocable to principal previously allocated to each such Class; provided, however, that any amounts distributed pursuant to this paragraph (d)(i) of this definition of “REMIC I Distribution Amount” shall not cause a reduction in the Uncertificated Principal Balances of any of the Class Y and Class Z Regular Interests; and

(ii) second, to the Component I of the Class R Certificates, the Residual Distribution Amount for Component I of the Class R Certificates for such Distribution Date.

REMIC I Interests : The REMIC I Regular Interests and Component I of the Class R Certificates.

REMIC I Regular Interest : Any of the separate non-certificated beneficial ownership interests in REMIC I set forth in Section 5.01(c)(i) and issued hereunder and designated as a “regular interest” in REMIC I. Each REMIC I Regular Interest shall accrue interest at the Uncertificated Pass-Through Rate specified for such REMIC I Interest in Section 5.01(c)(i), and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in Section 5.01(c)(i). The designations for the respective REMIC I Regular Interests are set forth in Section 5.01(c)(i).

REMIC II : The segregated pool of assets, with respect to which a REMIC election is made pursuant to this Agreement, consisting of: (a)the Group I Mortgage Loans and the related Mortgage Files and collateral securing such Group I Mortgage Loans, (b) all payments on and collections in respect of the Group I Mortgage Loans due after the Cut off Date as shall be on deposit in the Master Servicer Collection Account or in the Distribution Account and identified as belonging to the Trust Fund, (c) property that secured a Group I Mortgage Loan and that has been acquired for the benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure, (d) the hazard insurance policies and Primary Mortgage Insurance Policies, if any, related to the Group I Mortgage Loans and (e) all proceeds of clauses (a) through (d) above.

REMIC II Available Distribution Amount : For any Distribution Date, the Available Funds for Loan Group II.

REMIC II Distribution Amount : For any Distribution Date, the REMIC II Available Distribution Amount shall be distributed by REMIC II to REMIC IV on account of the REMIC II Regular Interests and to the Class R Certificates in respect of Component II thereof, in the following order of priority:

1. to REMIC IV as the holder of REMIC II Regular Interest LT1, REMIC II Regular Interest LT2, REMIC II Regular Interest LT3 and REMIC II Regular Interest LT4, pro rata, in an amount equal to (A) their Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; and

2. on each Distribution Date, to REMIC IV as the holder of the REMIC II Regular Interests, in an amount equal to the remainder of the REMIC II Available Distribution Amount after the distributions made pursuant to clause (i) above, allocated as follows:

(A) in respect of the REMIC I Regular Interest LT2, REMIC I Regular Interest LT3 and REMIC I Regular Interest LT4, their respective Principal Distribution Amounts;

(B) in respect of the REMIC I Regular Interest LT1 any remainder until the Uncertificated Principal Balance thereof is reduced to zero;

(C) any remainder in respect of the REMIC I Regular Interest LT2, REMIC I Regular Interest LT3 and REMIC I Regular Interest LT4, pro rata according to their respective Uncertificated Principal Balances as reduced by the distributions deemed made pursuant to (i) above, until their respective Uncertificated Principal Balances are reduced to zero; and

(D) any remaining amounts to the Holders of the Class R Certificates in respect of Component II thereof.

REMIC II Interests : The REMIC II Regular Interests and Component II of the Class R Certificates.

REMIC II Principal Reduction Amounts : For any Distribution Date, the amounts by which the principal balances of the REMIC II Regular Interests LT1, LT2, LT3 and LT4, respectively, will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as follows:

For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:

Y ₁ = the principal balance of the REMIC II Regular Interest LT1 after distributions on the prior Distribution Date.

Y ₂ = the principal balance of the REMIC II Regular Interest LT2 after distributions on the prior Distribution Date.

Y ₃ = the principal balance of the REMIC II Regular Interest LT3 after distributions on the prior Distribution Date.

Y ₄ = the principal balance of the REMIC II Regular Interest LT4 after distributions on the prior Distribution Date (note: Y ₃ = Y ₄ ).

ΔY ₁ = the REMIC II Regular Interest LT1 Principal Reduction Amount.

ΔY ₂ = the REMIC II Regular Interest LT2 Principal Reduction Amount.

ΔY ₃ = the REMIC II Regular Interest LT3 Principal Reduction Amount.

ΔY ₄ = the REMIC II Regular Interest LT4 Principal Reduction Amount.

P ₀ = the aggregate principal balance of the REMIC II Regular Interests LT1, LT2, LT3 and LT4 after distributions and the allocation of Realized Losses on the prior Distribution Date.

P ₁ = the aggregate principal balance of the REMIC II Regular Interests LT1, LT2, LT3 and LT4 after distributions and the allocation of Realized Losses to be made on such Distribution Date.

ΔP = P ₀ - P ₁ = the aggregate of the REMIC II Regular Interests LT1, LT2, LT3 and LT4 Principal Reduction Amounts.

= the aggregate of the principal portions of Realized Losses to be allocated to, and the principal distributions to be made on, the Group I Certificates on such Distribution Date (including distributions of accrued and unpaid interest on the Class B-IO Certificates for prior Distribution Dates).

R ₀ = the Net Rate Cap (stated as a monthly rate) after giving effect to amounts distributed and Realized Losses allocated on the prior Distribution Date.

R ₁ = the Group I Net Rate Cap (stated as a monthly rate) after giving effect to amounts to be distributed and Realized Losses to be allocated on such Distribution Date.

α = (Y ₂ + Y ₃ )/P ₀ . The initial value of α on the Closing Date for use on the first Distribution Date shall be 0.0001.

γ ₀ = the lesser of (A) the sum for all Classes of Group I Certificates, other than the Class B-IO Certificates, of the product for each Class of (i) the monthly interest rate (as limited by the Net Rate Cap, if applicable) for such Class applicable for distributions to be made on such Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after distributions and the allocation of Realized Losses on the prior Distribution Date and (B) R ₀ *P ₀ .

γ ₁ = the lesser of (A) the sum for all Classes of Group I Certificates, other than the Class B-IO Certificates, of the product for each Class of (i) the monthly interest rate (as limited by the Net Rate Cap, if applicable) for such Class applicable for distributions to be made on the next succeeding Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after distributions and the allocation of Realized Losses to be made on such Distribution Date and (B) R ₁ *P ₁ .

Then, based on the foregoing definitions:

ΔY ₁ = ΔP - ΔY ₂ - ΔY ₃ - ΔY ₄ ;

ΔY ₂ = (α/2){( γ ₀ R ₁ - γ ₁ R ₀ )/R ₀ R ₁ };

ΔY ₃ = αΔP - ΔY ₂ ; and

ΔY ₄ = ΔY ₃ .

if both ΔY ₂ and ΔY ₃ , as so determined, are non-negative numbers. Otherwise:

(1) If ΔY ₂ , as so determined, is negative, then

ΔY ₂ = 0;

ΔY ₃ = α{γ ₁ R ₀ P ₀ - γ ₀ R ₁ P ₁ }/{γ ₁ R ₀ };

ΔY ₄ = ΔY ₃ ; and

ΔY ₁ = ΔP - ΔY ₂ - ΔY ₃ - ΔY ₄ .

(2) If ΔY ₃ , as so determined, is negative, then


ΔY ₃ = 0;

ΔY ₂ = α{γ ₁ R ₀ P ₀ - γ ₀ R ₁ P ₁ }/{2R ₁ R ₀ P ₁ - γ ₁ R ₀ };

ΔY ₄ = ΔY ₃ ; and

ΔY ₁ = ΔP - ΔY ₂ - ΔY ₃ - ΔY ₄ .

REMIC II Realized Losses : For any Distribution Date, Realized Losses on the Group I Mortgage Loans for the related Due Period shall be allocated, as follows: (i) the interest portion of Realized Losses, if any, shall be allocated pro rata to accrued interest on the REMIC II Regular Interests to the extent of such accrued interest, and (ii) any remaining interest portions of Realized Losses and any principal portions of Realized Losses shall be treated as principal portions of Realized Losses and allocated (i) to the REMIC II Regular Interest LT2, REMIC II Regular Interest LT3 and REMIC II Regular Interest LT4, pro rata according to their respective Principal Reduction Amounts, provided that such allocation to each of the REMIC II Regular Interest LT2, REMIC II Regular Interest LT3 and REMIC II Regular Interest LT4 shall not exceed their respective Principal Reduction Amounts for such Distribution Date, and (ii) any Realized Losses not allocated to any of REMIC II Regular Interest LT2, REMIC II Regular Interest LT3 or REMIC II Regular Interest LT4 pursuant to the proviso of clause (i) above shall be allocated to the REMIC II Regular Interest LT1.

REMIC II Regular Interest : Any of the separate non-certificated beneficial ownership interests in REMIC II set forth in Section 5.01(c)(ii) and issued hereunder and designated as a “regular interest” in REMIC II. Each REMIC II Regular Interest shall accrue interest at the Uncertificated Pass-Through Rate specified for such REMIC II Interest in Section 5.01(c)(ii), and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in Section 5.01(c)(ii). The designations for the respective REMIC II Regular Interests are set forth in Section 5.01(c)(ii).

REMIC II Regular Interest LT1 : A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated Pass-Through Rate, and that has such other terms as are described herein.

REMIC II Regular Interest LT1 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the REMIC II Regular Interest LT1 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular Interest LT1 on such Distribution Date.

REMIC II Regular Interest LT2 : A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated Pass-Through Rate, and that has such other terms as are described herein.

REMIC II Regular Interest LT2 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the REMIC II Regular Interest LT2 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular Interest LT2 on such Distribution Date.

REMIC II Regular Interest LT3 : A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated Pass-Through Rate, and that has such other terms as are described herein.

REMIC II Regular Interest LT3 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the REMIC II Regular Interest LT3 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular Interest LT3 on such Distribution Date.

REMIC II Regular Interest LT4 : A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated Pass-Through Rate, and that has such other terms as are described herein.

REMIC II Regular Interest LT4 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the REMIC II Regular Interest LT4 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular Interest LT4 on such Distribution Date.

REMIC III : That group of assets contained in the Trust Fund designated as a REMIC consisting of the REMIC I Regular Interests and any proceeds thereof.

REMIC III Available Distribution Amount : For any Distribution Date, the amounts deemed distributed with respect to the REMIC I Regular Interests pursuant to Section 6.07.

REMIC III Distribution Amount : For any Distribution Date, the REMIC III Available Distribution Amount shall be distributed by REMIC III to REMIC IV on account of the REMIC III Regular Interests and to the Class R Certificates in respect of Component III thereof, as follows: to each REMIC III Regular Interest in respect of Uncertificate Accrued Interest thereon and the Uncertificated Principal Balance thereof, the amount distributed in respect of interest and principal on the Related Class or Classes of Certificates (with such amounts having the same character as interest or principal with respect to the REMIC III Regular Interest as they have with respect to the Related Certificate or Certificates) with the following exception: No amount paid to any Certificate in respect of any Basis Risk Shortfall Amount or Basis Risk Shortfall Carryforward Amount shall be included in the amount paid in respect of a related REMIC III Regular Interest. Any remaining amount of the REMIC III Available Distribution Amount shall be distributed to the holders of the Class R Certificates in respect of Component III thereof.

REMIC III Interests : The REMIC III Regular Interests and Component III of the Class R Certificates.

REMIC III Regular Interest : Any of the separate non-certificated beneficial ownership interests in REMIC III set forth in Section 5.01(c)(iii) and issued hereunder and designated as a “regular interest” in REMIC III. Each REMIC III Regular Interest shall accrue interest at the Uncertificated Pass-Through Rate specified for such REMIC III Interest in Section 5.01(c)(iii), and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in Section 5.01(c)(iii). The designations for the respective REMIC III Regular Interests are set forth in Section 5.01(c)(iii).

REMIC IV : That group of assets contained in the Trust Fund designated as a REMIC consisting of the REMIC II Regular Interests, the REMIC III Regular Interests and any proceeds thereof.

REMIC IV Available Distribution Amount : For any Distribution Date, the amounts deemed distributed with respect to the REMIC II Regular Interests and REMIC III Regular Interests pursuant to Section 6.07.

REMIC IV Distribution Amount : For any Distribution Date, the REMIC IV Available Distribution Amount shall be deemed distributed by REMIC IV to the holders of the Certificates (other than the Class B-IO Certificates) on account of the REMIC IV Regular Interests (other than REMIC IV Regular Interests B-IO-I and B-IO-P), to REMIC V on account of REMIC IV Regular Interests B-IO-I and B-IO-P, and to the Class R Certificates in respect of Component IV thereof, as follows: to each REMIC IV Regular Interest in respect of Uncertificate Accrued Interest thereon and the Uncertificated Principal Balance thereof, the amount distributed in respect of interest and principal on the Related Class or Classes of Certificates (with such amounts having the same character as interest or principal with respect to the REMIC IV Regular Interest as they have with respect to the Related Certificate or Certificates) with the following exceptions: (1) No amount paid to any Certificate in respect of any Basis Risk Shortfall Amount or Basis Risk Shortfall Carryforward Amount shall be included in the amount paid in respect of a related REMIC IV Regular Interest; and (2) amounts paid in respect of Basis Risk Shortfall Amounts and Basis Risk Shortfall Carryforward Amounts to the extent not derived from any Cap Contract Payment Amount or Corridor Contract Payment Amount (with respect to the Class I-A-2 Certificates only), as applicable, shall be deemed paid with respect to REMIC IV Regular Interest B-IO-I in respect of accrued and unpaid interest thereon. Any remaining amount of the REMIC IV Available Distribution Amount shall be distributed to the holders of the Class R Certificates in respect of Component IV thereof.

REMIC IV Interests : The REMIC IV Regular Interests and Component IV of the Class R Certificates.

REMIC IV Regular Interest : Any of the separate non-certificated beneficial ownership interests in REMIC IV set forth in Section 5.01(c)(iv) and issued hereunder and designated as a “regular interest” in REMIC IV. Each REMIC IV Regular Interest shall accrue interest at the Uncertificated Pass-Through Rate specified for such REMIC IV Interest in Section 5.01(c)(iv), and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in Section 5.01(c)(iv). The designations for the respective REMIC IV Regular Interests are set forth in Section 5.01(c)(iv).

REMIC V : That group of assets contained in the Trust Fund designated as a REMIC consisting of REMIC IV Regular Interests B-IO-I and B-IO-P and any proceeds thereof.

REMIC V Available Distribution Amount : For any Distribution Date, the amounts deemed distributed with respect to REMIC IV Regular Interests B-IO-I and B-IO-P pursuant to Section 6.07.

REMIC V Distribution Amount : For any Distribution Date, the REMIC V Available Distribution Amount shall be deemed distributed by REMIC V to the holder of the Class B-IO Certificates on account of REMIC IV Regular Interests B-IO-I and B-IO-P.

REMIC V Interests : The REMIC V Regular Interest and the Class R-X Certificates.

REMIC V Regular Interest : The separate non-certificated beneficial ownership interest in REMIC V set forth in Section 5.01(c)(v) and issued hereunder and designated as a “regular interest” in REMIC V. The REMIC V Regular Interest shall accrue interest at the Uncertificated Pass-Through Rate specified for such REMIC V Interest in Section 5.01(c)(v). The designation for the REMIC V Regular Interest is set forth in Section 5.01(c)(v).

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 excess of (i) the sum of (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), (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 and (c) any costs and damages (if any) incurred by the Trust in connection with any violation of such Mortgage Loan of any predatory or abusive lending laws over (ii) any portion of the Master Servicing Compensation, Monthly Advances and advances payable to the purchaser of the Mortgage Loan.

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, in each case in accordance with the Mortgage Loan Purchase Agreement.

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.

Reserve Fund : The separate trust account created and maintained by the Securities Administrator pursuant to Section 4.06 hereof.

Residual Certificate : Any of the Class R Certificates, consisting of four components—Component I, Component II, Component III and Component IV—respectively representing ownership of the sole class of residual interest in each of REMIC I, REMIC II, REMIC III and REMIC IV, and the Class R-X Certificates.

Responsible Officer : Any officer assigned to the Corporate Trust Office of the Trustee or the Securities Administrator, as the case may be (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 or the Securities Administrator, as the case may be, 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 or the Securities Administrator, as the case may be, to whom a matter arising hereunder may be referred.

Rule 144A Certificate : The certificate to be furnished by each purchaser of a Private 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 Due Period, the scheduled payment or payments of principal and interest due during such Due Period on such Mortgage Loan which either is payable by a Mortgagor in such Due Period 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.

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

Securities Administrator : Wells Fargo Bank, National Association, in its capacity as paying agent or securities administrator (as applicable) hereunder, or its successor in interest, or any successor securities administrator or paying agent 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 OR (2) 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 SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN

THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES ADMINISTRATOR 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 (A “PLAN”) THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR BY A PERSON USING “PLAN ASSETS” OF A PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

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, as mortgage loan seller under the Mortgage Loan Purchase Agreement.

Senior Certificates : The Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class II-1A-1, Class II-1A-2, Class II-2A-1, Class II-3A-1, Class II-4A-1, Class II-5A-1 and Class II-6A-1 Certificates.

Senior Enhancement Percentage : As to each Distribution Date, the percentage equivalent of a fraction, the numerator of which is the sum of (i) the aggregate of the Certificate Principal Balance of the Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 and Class I-B-3 Certificates and (ii) the Overcollateralization Amount, in each case after taking into account the distribution of the related Principal Distribution Amounts on such Distribution Date, and the denominator of which is the aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date .

Senior Optimal Principal Amount : With respect to each Distribution Date and a Certificate Group related to a Loan Group in Loan Group II, an amount equal to the sum, without duplication, of the following (but in no event greater than the aggregate Certificate Principal Balances of the related Certificate Group immediately prior to such Distribution Date):

(i) the related Senior Percentage of the principal portion of all Scheduled Payments due on each Outstanding Mortgage Loan in the related Loan Group on the related Due Date as specified in the amortization schedule at the time applicable thereto (after adjustments 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 if the related Distribution Date occurs prior to the Cross-over Date);

(ii) the related Senior Prepayment Percentage of the Stated Principal Balance of Mortgage Loan in the related Loan Group which was the subject of a Principal Prepayment in full received by the Master Servicer during the related Prepayment Period;

(iii) the related Senior Prepayment Percentage of amount of all Principal Prepayments in part allocated to principal received by the Master Servicer during the related Prepayment Period in respect to each Mortgage Loan in the related Loan Group;

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

(v) any amount allocated to the Available Funds of the related Loan Group pursuant to Section 6.01.2(a)(G); and

(vi) the related Senior Prepayment Percentage of the sum of (a) the Stated Principal Balance of each Mortgage Loan in the related Loan Group that was repurchased by the Seller in connection with such Distribution Date and (b) the excess, if any, of the Stated Principal Balance of a Mortgage Loan in the related Loan Group that has been replaced by the Seller with a substitute Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement in connection with such Distribution Date over the Stated Principal Balance of such substitute Mortgage Loan.

Senior Percentage : With respect to each Certificate Group related to a Loan Group in Loan Group II, initially 92.75%. With respect to any Distribution Date and a Certificate Group related to a Loan Group in Loan Group II, the lesser of (i) 100% and (ii) the percentage obtained by dividing the aggregate Certificate Principal Balance of the Senior Certificates in such Certificate Group immediately preceding such Distribution Date by the aggregate Stated

Principal Balance of the Mortgage Loans in the related Loan Group as of the beginning of the related Due Period.

Senior Prepayment Percentage : With respect to a Certificate Group related to a Loan Group in Loan Group II and any Distribution Date occurring during the periods set forth below, as follows:

Period (dates inclusive)

Senior Prepayment Percentage

June 2005 – May 2012	100%

June 2012 – May 2013	Senior Percentage for the related Certificate Group plus 70% of the Subordinate Percentage for the related Loan Group.
June 2013 – May 2014	Senior Percentage for the related Certificate Group plus 60% of the Subordinate Percentage for the related Loan Group.
June 2014 – May 2015	Senior Percentage for the related Certificate Group plus 40% of the Subordinate Percentage for the related Loan Group.
June 2015 – May 2016	Senior Percentage for the related Certificate Group plus 20% of the Subordinate Percentage for the related Loan Group.
June 2016 and thereafter	Senior Percentage for the related Certificate Group

In addition, no reduction of the Senior Prepayment Percentage shall occur on any Distribution Date unless, as of the last day of the month preceding such Distribution Date, (A) the aggregate Stated Principal Balance of the Group II Mortgage Loans in all Loan Groups in Loan Group II delinquent 60 days or more (including for this purpose any such Group II Mortgage Loans in foreclosure and 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 sum of the aggregate Certificate Principal Balance of the Group II Subordinate Certificates does not exceed 50%; and (B) cumulative Realized Losses on the Group II Mortgage Loans in all Loan Groups in Loan Group II do not exceed (a) 30% of the Original Group II Subordinate Principal Balance if such Distribution Date occurs between and including June 2012 and May 2013, (b) 35% of the Original Group II Subordinate Principal Balance if such Distribution Date occurs between and including June 2013 and May 2014, (c) 40% of the Original Group II Subordinate Principal Balance if such Distribution Date occurs between and including June 2014 and May 2015, (d) 45% of the Original Group II Subordinate Principal Balance if such Distribution Date occurs between and including June 2015 and May 2016, and (e) 50% of the Original Group II Subordinate Principal Balance if such Distribution Date occurs during or after June 2016.

In addition, if on any Distribution Date the weighted average of the Subordinate Percentages is equal to or greater than two times the weighted average of the initial Subordinate Percentages, and (a) the aggregate Stated Principal Balance of the Group II Mortgage Loans for all Loan Groups delinquent 60 days or more (including for this purpose any such 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 Certificate Principal Balance of the Group II Subordinate Certificates does not exceed 50% and (b)(i) on or prior to the Distribution Date in February 2008, cumulative Realized Losses on the Group II Mortgage Loans for all Loan Groups in Loan Group II as of the end of the related Prepayment Period do not exceed 20% of the Original Group II Subordinate Principal Balance and (ii) after the Distribution Date in May 2008 cumulative Realized Losses on the Group II Mortgage Loans for all Loan Groups in Loan Group II as of the end of the related Prepayment Period do not exceed 30% of the Original Group II Subordinate Principal Balance, then, the Senior Prepayment Percentage for such Distribution Date will equal the Senior Percentage for the related Loan Group; provided, however, if on such Distribution Date the Subordinate Percentage is equal to or greater than two times the initial Subordinate Percentage on or prior to the Distribution Date occurring in May 2008 and the above delinquency and loss tests are met, then the Senior Prepayment Percentage for the related Loan Group for such Distribution Date will equal the related Senior Percentage plus 50% of the related Subordinate Percentage.

Notwithstanding the foregoing, if on any Distribution Date the percentage, the numerator of which is the aggregate Certificate Principal Balance of the Group II Senior Certificates immediately preceding such Distribution Date, and the denominator of which is the Stated 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, the Senior Prepayment Percentage for the Senior Certificates will equal 100%.

Servicers : Each of ABN AMRO, Bank of America, PHH, Countrywide, EMC, EverHome, GMACM, GreenPoint, HSBC, National City, SunTrust, Wachovia, WAMU, Waterfield and Wells Fargo and their respective permitted successors and assigns.

Servicer Remittance Date : With respect to each Mortgage Loan and the applicable Servicer, the date set forth in the related Servicing Agreement.

Servicing Agreement : Each of the ABN AMRO Servicing Agreement, Bank of America Servicing Agreement, PHH Servicing Agreements, Countrywide Servicing Agreements, EMC Servicing Agreement, EverHome Servicing Agreements, GMACM Servicing Agreement, GreenPoint Servicing Agreement, HSBC Servicing Agreement, National City Servicing Agreement, SunTrust Servicing Agreement, Wachovia Servicing Agreement, WAMU Servicing Agreements, Waterfield Servicing Agreements and Wells Fargo Servicing Agreement.

Servicing Fee : As to any Mortgage Loan and Distribution Date, an amount equal to the product of (i) the Stated Principal Balance of such Mortgage Loan as of the Due Date in the preceding calendar month and (ii) the related 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 : The President or a Vice President or Assistant Vice President or other authorized officer of the Master Servicer having direct responsibility for the administration of

this Agreement, and any other authorized officer of the Master Servicer to whom a matter arising hereunder may be referred.

Special Hazard Loss : 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 the Agreement or any loss due to normal wear and tear or certain other causes.

Startup Day : May 31, 2005.

Stated Principal Balance : With respect to any Group I Mortgage Loan or related REO Property and any Distribution Date, the Outstanding Principal Balance thereof as of the Cut-off Date minus the sum of (i) the principal portion of the Scheduled Payments due with respect to such Mortgage Loan during each Due Period ending prior to such Distribution Date (and irrespective of any delinquency in their payment), (ii) all Principal Prepayments with respect to such Mortgage Loan received prior to or during the related Prepayment Period, and all Liquidation Proceeds to the extent applied by the related Servicer as recoveries of principal in accordance with this Agreement or the applicable Servicing Agreement with respect to such Mortgage Loan, that were received by the related Servicer as of the close of business on the last day of the Prepayment Period related to such Distribution Date and (iii) any Realized Losses on such Mortgage Loan incurred prior to or during the related Prepayment Period. The Stated Principal Balance of a Liquidated Mortgage Loan equals zero. References herein to the Stated Principal Balance of a Loan Group at any time shall mean the aggregate Stated Principal Balance of all Mortgage Loans in such Loan Group.

With respect to any Group II 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 (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 Stated Principal Balance of a Liquidated Mortgage Loan is zero.

Stepdown Date : The earlier to occur of (i) the Distribution Date on which the Certificate Principal Balance of the Class I-A Certificates has been reduced to zero and (ii) the later to occur of (a) the Distribution Date in June 2008 and (b) the first Distribution Date on which the sum of the aggregate Certificate Principal Balance of the Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2, and Class I-B-3 Certificates and the Overcollateralization Amount divided by the Stated Principal Balance of the Mortgage Loans for such Distribution Date is greater than or equal to 15.50%.

Subordinate Certificate Writedown Amount : With respect to the Group II Subordinate Certificates and as to any Distribution Date, the amount by which (i) the sum of the Certificate Principal Balances of the Group II Certificates (after giving effect to the distribution of principal

and the allocation of applicable Realized Losses in reduction of the Certificate Principal Balances of the Group II Certificates on such Distribution Date) exceeds (y) the aggregate Stated Principal Balances of the Group II Mortgage Loans on the Due Date related to such Distribution Date.

Subordinate Certificates : The Group I Subordinate Certificates and the Group II Subordinate Certificates.

Subordinate Optimal Principal Amount : With respect to any Distribution Date and any Loan Group in Loan Group II, an amount equal to the sum, without duplication, of the following (but in no event greater than the aggregate Certificate Principal Balance of the Group II Subordinate Certificates immediately prior to such Distribution Date):

(i) the related Subordinate Percentage of the principal portion of all Scheduled Payments due on each Outstanding Mortgage Loan in the related Loan Group 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 related Subordinate Prepayment Percentage of the Stated Principal Balance of each Mortgage Loan in the related Loan Group that was the subject of a Principal Prepayment in full received by the Master Servicer during the related Prepayment Period;

(iii) the related Subordinate Prepayment Percentage of the amount of all Principal Prepayments in part received by the Master Servicer in respect to the Mortgage Loan in the related Loan Group during the related Prepayment Period;

(iv) the excess, if any, of (a) all Net Liquidation Proceeds allocable to principal received during the related Prepayment Period in respect of each Liquidated Mortgage Loan in the related Loan Group and all Subsequent Recoveries received in respect of each Liquidated Mortgage Loan during the related Due Period over (b) the sum of the amounts distributable to the Senior Certificates in the related Certificate Group pursuant to clause (iv) of the definition of Senior Optimal Principal Amount on such Distribution Date;

(v) the related Subordinate Prepayment Percentage of the sum of (a) the Stated Principal Balance of each Mortgage Loan in the related Loan Group that was purchased by the Seller in connection with such Distribution Date and (b) the difference, if any, between the Stated Principal Balance of a Mortgage Loan in the related Loan Group that has been replaced by the Seller with a Substitute Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement in connection with such Distribution Date over the Stated Principal Balance of such Substitute Mortgage Loan; and

(vi) on the Distribution Date on which the Certificate Principal Balances of the Senior Certificates in the related Certificate Group have all been reduced to zero, 100% of the Senior Optimal Principal Amount for the related Loan Group. After the aggregate Certificate Principal Balance of the Subordinate Certificates has been reduced to zero, the Subordinate Optimal Principal Amount shall be zero.

Subordinate Percentage : With respect to a Loan Group included in Loan Group II on any Distribution Date, 100% minus the Senior Percentage for the related Certificate Group.

Subordinate Prepayment Percentage : With respect to a Loan Group on any Distribution Date, 100% minus the Senior Prepayment Percentage for the related Certificate Group.

Subsequent Recoveries : As of any Distribution Date, amounts received during the related Due Period by the Master Servicer (net of any related expenses permitted to be reimbursed pursuant to Section 4.03) or surplus amounts held by the Master Servicer to cover estimated expenses (including, but not limited to, recoveries in respect of the representations and warranties made by the Seller pursuant to the Mortgage Loan Purchase Agreement) specifically related to a Liquidated Mortgage Loan or the disposition of an REO Property prior to the related Prepayment Period that resulted in a Realized Loss, after liquidation or disposition of such Mortgage Loan.

Substitute Mortgage Loan : A mortgage loan tendered to the Trustee pursuant to the related 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 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; (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 and (viii) which has a Gross Margin, Periodic Rate Cap and Maximum Lifetime Mortgage Rate no less than those of such Mortgage Loan, has the same Index and interval between Interest Adjustment Dates as such Mortgage Loan, and a Minimum Lifetime Mortgage Rate no lower than that of such Mortgage Loan.

Substitution Adjustment Amount : The amount, if any, required to be paid by the Mortgage Loan Seller to the Securities Administrator for deposit in the Distribution Account pursuant to Section 2.04 in connection with the substitution of a Mortgage Loan.

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

SunTrust Servicing Agreement : Purchase, Warranties and Servicing Agreement, dated as of January 1, 2002, between SunTrust and EMC, attached hereto as Exhibit H-11.

Tax Administration and Tax Matters Person : The Securities Administrator and any successor thereto or assignee thereof shall serve as tax administrator hereunder and as agent for the Tax Matters Person. The Holder of the largest percentage interest 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.

Trigger Event : With respect to any Distribution Date, an event that exists if (i) the percentage obtained by dividing (x) the aggregate Stated Principal Balance of the Group I Mortgage Loans that are 60 or more days delinquent (including for this purpose any such Mortgage Loans in bankruptcy or foreclosure and the Group I Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust) by (y) the aggregate Stated Principal Balance of the Group I Mortgage Loans in the mortgage pool, in each case, as of the close of business on the last day of the preceding calendar month, exceeds 40% of the Current Specified Enhancement Percentage or (ii) the aggregate amount of Realized Losses on the Group I Mortgage Loans since the Cut-Off Date as a percentage of the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the Cut-Off Date exceeds the applicable percentage set forth below:

		Months	Percentage
		25 – 36	0.50%
		37 – 48	0.75%
		49 – 60	1.25%
		61 – 72	1.50%
		73+	1.75%

Trust Fund or Trust : 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 : JPMorgan Chase Bank, National Association, or its successor in interest, or any successor trustee appointed as herein provided.

2005-5 REMIC : Any of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V.

Uncertificated Interest : With respect to each REMIC Regular Interest on each Distribution Date, an amount equal to one month's interest at the related Uncertificated Pass-Through Rate on the Uncertificated Principal Balance of such REMIC Regular Interest. In each case, for purposes of the distributions, Uncertificated Interest will be reduced by the interest portion of any Realized Losses and Net Interest Shortfalls allocated, with respect to the REMIC I Regular Interests, to such REMIC Regular Interests pursuant to the definition of Realized Losses, with respect to the REMIC II Regular Interests, to such REMIC Regular Interests pursuant to the definition of REMIC II Realized Losses and, with respect to the REMIC III Regular Interests, REMIC IV Regular Interests and REMIC V Regular Interest, to the Related Classes of Certificates.

Uncertificated Pass-Through Rate : With respect to any Distribution Date and REMIC Interest, the pass-through rate of each such REMIC Interest set forth in Section 5.01(c).

Uncertificated Principal Balance : The amount of any REMIC Regular Interest outstanding as of any date of determination. As of the Closing Date, the Uncertificated Principal Balance of each REMIC I Regular Interest shall equal the amount set forth in Section 5.01(c)(i) as its Initial Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of each REMIC I Regular Interest shall be reduced by the sum of (i) the principal portion of Realized Losses allocated to the REMIC I Regular Interests in accordance

with the definition of Realized Loss and (ii) the amounts deemed distributed on each Distribution Date in respect of principal on the REMIC I Regular Interests pursuant to Section 6.07. As of the Closing Date, the Uncertificated Principal Balance of each REMIC II Regular Interest shall equal the amount set forth in the Section 5.01(c)(ii) hereto as its Initial Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of each REMIC II Regular Interest shall be reduced, first, by the portion of Realized Losses allocated in reduction of the Certificate Principal Balances thereof on such Distribution Date pursuant to the definition of REMIC II Realized Losses and, second, the amounts deemed distributed on each Distribution Date in respect of principal on the REMIC II Regular Interests pursuant to Section 6.07. As of the Closing Date, the Uncertificated Principal Balance of each REMIC III Regular Interest shall equal the amount set forth in the Section 5.01(c)(iii) hereto as its Initial Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of each REMIC III Regular Interest shall be reduced, first, by the portion of Realized Losses allocated in reduction of the Certificate Principal Balances of the Related Classes of Certificates on such Distribution Date and, second, by all distributions of principal made on such Related Classes of Certificates on such Distribution Date. As of the Closing Date, the Uncertificated Principal Balance of each REMIC IV Regular Interest shall equal the amount set forth in the Section 5.01(c)(iv) hereto as its Initial Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of each REMIC IV Regular Interest shall be reduced, first, by the portion of Realized Losses allocated in reduction of the Certificate Principal Balances of the Related Classes of Certificates on such Distribution Date and, second, by all distributions of principal made on such Related Classes of Certificates on such Distribution Date. As of the Closing Date, the Uncertificated Principal Balance of the REMIC V Regular Interest shall equal the amount set forth in Section 5.01(c)(v) as its Initial Uncertificated Principal Balance.

Undercollateralized Amount : With respect any Certificate Group in Loan Group II and Distribution Date, the excess of (i) the aggregate Certificate Principal Balance of such Certificate Group over (ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans in the related Loan Group.

Undercollateralized Certificate Group : With respect any Distribution Date, a Certificate Group in Loan Group II for which the related Undercollateralized Amount (calculated on such Distribution Date after giving effect to distributions to be made thereon (other than amounts to be distributed pursuant to Section 6.01.2(a)(K) on such Distribution Date)) exceeds zero.

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 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.

Unpaid Realized Loss Amount : With respect to any Distribution Date and a Class of Group I Offered Certificates, is the excess of (i) Applied Realized Loss Amounts with respect to such Class over (ii) the sum of all distributions in reduction of the Applied Realized Loss Amounts on all previous Distribution Dates. Any amounts distributed to a class of Group I Offered Certificates in respect of any Unpaid Realized Loss Amount will not be applied to reduce the Certificate Principal Balance of such Class.

Wachovia : Wachovia Mortgage Corporation, and any successor thereto.

Wachovia Servicing Agreement : Servicing Agreement, dated as of January 1, 2001, between EMC and Wachovia, attached hereto as Exhibit H-12.

WAMU : Washington Mutual Bank, FA, and any successor thereto.

WAMU Servicing Agreement : Servicing Agreement, dated as of May 1, 2005, between WAMU and EMC, attached hereto as Exhibit H-13.

Waterfield : Union Federal Bank of Indianapolis, and any successor thereto.

Waterfield Servicing Agreement : Amended and Restated Forward Commitment Flow Mortgage Loan Purchase and Servicing Agreement dated as of March 4, 2003, between Waterfield and EMC, attached hereto as Exhibit H-14.

Wells Fargo : Wells Fargo Bank, National Association, and any successor thereto.

Wells Fargo Servicing Agreement : Seller’s Warranties and Servicing Agreement, dated as of June 1, 2002, between Wells Fargo and EMC, as attached hereto as Exhibit H-15.

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 the 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 Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Securities Administrator in the Distribution Account in the name of the Trustee on behalf of the Trust for the benefit of the Certificateholders and the Securities Administrator in the Cap Reserve Account in the name of the Trustee on behalf of the Trust for the benefit of the Group I Offered Certificateholders and the Class I-B-3 Certificateholders, (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 Section 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Trust for the benefit of the Certificateholders by the Assignment Agreements, (viii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Distribution Account and the Cap Reserve Account and (ix) any 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 Fund 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.

(b) In connection with the above transfer and assignment, the Seller hereby deposits with the Trustee or the Custodian, as its agent, with respect to each Mortgage 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, in blank, and in each 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 “JPMorgan Chase 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, Tennessee, South Carolina, Mississippi and Florida, 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.

provided , however , that in lieu of the foregoing, the Depositor may deliver 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; and (y) the Depositor shall not be required to deliver intervening assignments or Mortgage Note endorsements 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 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, that 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, (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.

(c) The Depositor hereby assigns to the Trustee its security interest in and to any Additional Collateral, and its right to receive amounts due or to become due in respect of any Additional Collateral pursuant to the related Servicing Agreement.

Section 2.02 Acceptance of Mortgage Loans by Trustee . (a) The Trustee acknowledges the sale, transfer and assignment of the Trust Fund to it (or the Custodian, as its agent) 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 it or the Custodian, as its agent, pursuant to Section 2.01, and declares that it (or the Custodian, as its agent) will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Fund delivered to it (or the Custodian, as its agent) as Trustee in trust for the use and benefit of all present and future Holders of the 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 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 Certificateholders in the related Mortgage Loan, the Trustee or the Custodian, as its agent, shall enforce the Seller’s obligation pursuant to the Mortgage Loan Purchase Agreement, within 90 day