TRUST, POOLING AND SERVICING AGREEMENT

STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
Depositor

U.S. BANK NATIONAL ASSOCIATION,
Trustee

WILMINGTON TRUST COMPANY,
Delaware Trustee

WELLS FARGO BANK, N.A.,
Master Servicer

WELLS FARGO BANK, N.A.,
Securities Administrator

and

THORNBURG MORTGAGE HOME LOANS, INC.

TRUST, POOLING AND SERVICING AGREEMENT

Dated as of December 1, 2005

THORNBURG MORTGAGE SECURITIES TRUST 2005-4,
Mortgage Pass-Through Certificates,
Series 2005-4

TABLE OF CONTENTS

ARTICLE I

Definitions

Page 2

 

Section 1A.01. Section 1A.02. Section 1A.03. Section 1A.04. Section 1A.05. Section 1A.06. Section 1A.07. Section 1A.08. Section 1A.09.

Name of Trust Office Declaration of Trust Purpose and Powers Liability of the Certificateholders Title To Trust Property Situs of Trust The Delaware Trustee Separateness Provisions

37 37 38 38 38 38 39 39 40

 

ARTICLE II

Conveyance of Mortgage Loans; Original Issuance of Certificates

41

 

Section 2.01 Section 2.02 Section 2.03 Section 2.04 Section 2.05 Section 2.06 Section 2.07 Section 2.08

Conveyance of Mortgage Loans and Other Assets to the Trust Acceptance of Mortgage Loans and Other Trust Assets by Trustee Mortgage Loan Purchase Agreement Substitution of Mortgage Loans Issuance of Certificates Representations and Warranties Concerning the Depositor Representations and Warranties Concerning the Mortgage Loans Appointment of Custodian

41 45 48 49 50 50 51 52

 

ARTICLE III

Administration and Servicing of Mortgage Loans

52

 

Section 3.01 Section 3.02 Section 3.03 Section 3.04 Section 3.05 Section 3.06 Section 3.07 Section 3.08 Section 3.09 Section 3.10 Section 3.11 Section 3.12 Section 3.13 Section 3.13A. Section 3.14 Section 3.15 Section 3.16 Section 3.17 Section 3.18 Section 3.19 Section 3.20 Section 3.21 Section 3.22

Master Servicer REMIC-Related Covenants Monitoring of Servicers Fidelity Bond Power to Act; Procedures Due-on-Sale Clauses; Assumption Agreements Release of Mortgage Files Documents, Records and Funds in Possession of Master Servicer To Be Held for Trust Standard Hazard Insurance and Flood Insurance Policies Presentment of Claims and Collection of Proceeds Maintenance of the Primary Mortgage Insurance Policies Trustee to Retain Possession of Certain Insurance Policies and Documents Realization Upon Defaulted Mortgage Loans Realization upon Troubled Mortgage Loans Additional Compensation to the Master Servicer REO Property Annual Officer's Certificate as to Compliance Annual Independent Accountant's Servicing Report Reports Filed with Securities and Exchange Commission Amendments to Master Servicing Guide and Correspondent Sellers Guide UCC Optional Purchase of Certain Mortgage Loans Instructions to the Trustee

52 53 54 55 55 56 56 57 58 58 59 59 60 60 60 60 61 62 62 63 63 63 64

 

ARTICLE IV

Accounts

65

 

Section 4.01 Section 4.02 Section 4.03 Section 4.04 Section 4.05 Section 4.06 Section 4.07 Section 4.08

Servicer Accounts Distribution Account Permitted Withdrawals and Transfers from the Distribution Account [Reserved] [Reserved] The Final Maturity Reserve Trust Available Funds Cap Reserve Fund Yield Maintenance Account

65 66 68 70 70 70 71 72

 

ARTICLE V

Certificates

73

 

Section 5.01 Section 5.02 Section 5.03 Section 5.04 Section 5.05 Section 5.06 Section 5.07 Section 5.08 Section 5.09

Certificates Registration of Transfer and Exchange of Certificates Mutilated, Destroyed, Lost or Stolen Certificates Persons Deemed Owners Transfer Restrictions on Residual Certificates Restrictions on Transferability of Certificates ERISA Restrictions Rule 144A Information Optional Purchase of Certificates

73 81 85 85 85 86 87 88 88

 

ARTICLE VI

Payments to Certificateholders

90

 

Section 6.01 Section 6.02 Section 6.03 Section 6.04 Section 6.05 Section 6.06 Section 6.07

Distributions on the Certificates Allocation of Losses and Net Interest Shortfalls Payments Statements to the Trustee, the Certificateholders and Others Monthly Advances Reserved Compensating Interest Payments

90 93 95 96 99 100 100

 

ARTICLE VII

The Master Servicer

100

 

Section 7.01 Section 7.02 Section 7.03 Section 7.04 Section 7.05 Section 7.06 Section 7.07

Liabilities of the Master Servicer Merger or Consolidation of the Master Servicer Indemnification of the Trustee, the Delaware Trustee, the Depositor, the Master Servicer and the Securities Administrator Limitations on Liability of the Master Servicer and Others Master Servicer Not to Resign Successor Master Servicer Sale and Assignment of Master Servicing

100 100 101 101 103 103 103

 

ARTICLE VIII

Default

104

 

Section 8.01 Section 8.02 Section 8.03 Section 8.04 Section 8.05

Events of Default Trustee to Act; Appointment of Successor Notification to Certificateholders Waiver of Defaults List of Certificateholders

104 106 107 107 107

 

ARTICLE IX

Concerning the Trustee and the Securities Administrator

107

 

Section 9.01 Section 9.02 Section 9.03 Section 9.04 Section 9.05 Section 9.06 Section 9.07 Section 9.08 Section 9.09 Section 9.10 Section 9.11 Section 9.12 Section 9.13

Duties of Trustee and Securities Administrator Certain Matters Affecting the Trustee and the Securities Administrator Trustee and Securities Administrator Not Liable for Certificates or Mortgage Loans Trustee, Custodian, Delaware Trustee, Master Servicer and Securities Administrator May Own Certificates Trustee's, Delaware Trustee's and Securities Administrator's Fees and Expenses Eligibility Requirements for Trustee, Securities Administrator and Delaware Trustee Insurance Resignation and Removal of the Trustee and Securities Administrator Successor Trustee and Successor Securities Administrator Merger or Consolidation of Trustee or Securities Administrator Appointment of Co-Trustee or Separate Trustee Federal Information Returns and Reports to Certificateholders; REMIC Administration Auction Administration Agreement; Auction Swap Agreement

107 110 112 113 113 113 114 114 115 116 116 117 119

 

ARTICLE X

Termination

119

 

Section 10.01 Section 10.02

Termination Upon Repurchase by the Depositor, the Master Servicer Thornburg or its Designee or Liquidation of the Mortgage Loans Additional Termination Requirements

119 122

 

ARTICLE XI

Miscellaneous Provisions

123

 

Section 11.01 Section 11.02 Section 11.03 Section 11.04 Section 11.05 Section 11.06 Section 11.07 Section 11.08 Section 11.09 Section 11.10 Section 11.11 Section 11.12 Section 11.13

Intent of Parties Amendment Recordation of Agreement Limitation on Rights of Certificateholders Acts of Certificateholders Governing Law Notices Severability of Provisions Successors and Assigns Article and Section Headings Counterparts Notice to Rating Agencies Derivative Transactions

123 123 124 124 125 126 126 127 127 127 127 128 128

EXHIBITS

Exhibit A-1 Exhibit A-2 Exhibit A-3 Exhibit A-4 Exhibit A-5 Exhibit B Exhibit C-1 Exhibit C-2 Exhibit C-3 Exhibit D Exhibit E Exhibit F-1 Exhibit F-2 Exhibit G Exhibit H Exhibit I Exhibit J Exhibit K

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

Form of Class A Certificates Form of Class A-4X Certificates Form of Class A-X Certificates Form of Class B Certificates Form of Class R Certificates Mortgage Loan Schedule Form of Initial Certification Form of Interim Certification Form of Final Certification Request for Release of Documents Form of Affidavit pursuant to Section 860E(e)(4) Form of Investment Letter Form of Rule 144A and Related Matters Certificate Form of Custodial Agreement List of Servicers and Servicing Agreements Mortgage Loan Purchase Agreement Certificate of Trust Notice of Exercise of Optional Securities Purchase Right

TRUST, POOLING AND SERVICING AGREEMENT

          Trust, Pooling and Servicing Agreement (this “Agreement”), dated as of December 1, 2005, among Structured Asset Mortgage Investments II Inc., a Delaware corporation, as depositor (the “Depositor”), U.S. Bank National Association, a national banking association, not in its individual capacity but solely as trustee (the “Trustee”), Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity but solely as Delaware trustee (the “Delaware Trustee”), Wells Fargo Bank, N.A., a national banking association, as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”), and Thornburg Mortgage Home Loans, Inc. (“Thornburg”).

PRELIMINARY STATEMENT

          On December 14, 2005 the Depositor formed Thornburg Mortgage Securities Trust 2005-4, as a Delaware statutory trust (the “Trust”) pursuant to (i) the Trust Agreement, dated as of December 14, 2005 (the “Original Trust Agreement”), among the Depositor, the Trustee and the Delaware Trustee and (ii) a Certificate of Trust, filed with the Secretary of State of the State of Delaware on December 14, 2005 (the “Certificate of Trust”).

          The parties to this Agreement desire to amend and restate the Original Trust Agreement in its entirety, and, as evidenced by their signatures hereto, the Original Trust Agreement is hereby amended, restated and replaced in its entirety as of the date first written above by this Agreement.

          Through this Agreement, the Depositor intends to cause the issuance and sale of the Trust’s Mortgage Pass-Through Certificates, Series 2005-4 (the “Certificates”) representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below).

          On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from Thornburg. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust.

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

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

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

          The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,454,401,453. The initial principal amount of the Certificates will not exceed the sum of such Outstanding Principal Balance and the cash deposit made on the Closing Date pursuant to Section 2.01(a).

          In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, Thornburg, the Delaware Trustee 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.

           Accepted Master Servicing Practices : With respect to any Mortgage Loan, as applicable, either (x) those customary mortgage servicing practices of prudent mortgage servicing institutions that master service mortgage loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, to the extent applicable to the Trustee (as successor to the Master Servicer) or the Master Servicer (except in its capacity as successor to a Servicer), or (y) as provided in the applicable Servicing Agreement, to the extent applicable to any Servicer, but in no event below the standard set forth in clause (x).

           Account : The Distribution Account, the Auction Proceeds Account, the Final Maturity Reserve Account, the Yield Maintenance Account and each Servicer Account as the context may require.

           Accrued Certificate Interest : For any Certificate for any Distribution Date, the interest accrued during the related Interest Accrual Period at the applicable Pass-Through Rate on the Current Principal Amount or Current Notional Amount of such Certificate immediately prior to such Distribution Date, calculated in the case of the Senior Principal Certificates and the Class A-4X Certificates on the basis of a 360-day year and the actual number of days in the Interest Accrual Period and in the case of the Subordinate Certificates and the Class A-X Certificates on the basis of a 360-day year consisting of twelve 30-day months, as reduced by (i) in the case of a Senior Certificate, such Certificate’s share of any Net Interest Shortfall and, after the Cross-Over Date, the interest portion of any Realized Losses on the Mortgage Loans allocated thereto in accordance with Section 6.02(g) and (ii) in the case of a Subordinate Certificate, such Certificate’s share of any Net Interest Shortfall and the interest portion of any Realized Losses on the Mortgage Loans allocated thereto in accordance with Section 6.02(g).

           Additional Collateral : With respect to any Additional Collateral Mortgage Loan, the marketable securities or other assets subject to a security interest pursuant to a related pledge agreement.

           Additional Collateral Mortgage Loan : Each Mortgage Loan identified as such in the Mortgage Loan Schedule and as to which Additional Collateral is then required to be provided as security therefor.

           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 Expense Rate : With respect to any Mortgage Loan, the sum of the applicable Servicing Fee Rate, the Master Servicing Fee Rate, the Lender-Paid PMI Rate (if applicable), and the Retained Interest Rate (if applicable).

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

           Allocable Share : With respect to each Class of Subordinate Certificates, as to any Distribution Date, the product of (i) a fraction, the numerator of which is the Current Principal Amount of such Class and the denominator of which is the Current Principal Amount of all Classes of Subordinate Certificates, and (ii) the Subordinate Optimal Principal Amount for such Distribution Date; provided , that no Class of Subordinate Certificates (other than the Class of Subordinate Certificates outstanding with the lowest numerical designation) shall be entitled on any Distribution Date to receive amounts distributable pursuant to clauses (ii) and (iv) of the definition of “Subordinate Optimal Principal Amount” for such Distribution Date unless the Class Prepayment Distribution Trigger for such Class has been satisfied for such Distribution Date, and provided further , that if on any Distribution Date the Current Principal Amount of any Class of Subordinate Certificates for which the related Class Prepayment Distribution Trigger is satisfied on such Distribution Date is reduced to zero, any amounts distributable to such Class pursuant to clauses (ii) and (iv) of the definition of “Subordinate Optimal Principal Amount,” to the extent of such Class’s remaining Allocable Share, shall be distributed to the remaining Classes of Subordinate Certificates, in reduction of their respective Current Principal Amounts, sequentially, in the order of their numerical Class designations.

           Applicable Credit Rating : For any long-term deposit or security, a credit rating of “AAA” in the case of S&P and “Aaa” in the case of Moody’s. For any short-term deposit or security, a rating of “A-l+” in the case of S&P and P-1 in the case of Moody’s.

           Applicable State Law : For purposes of Section 9.12(d), the Applicable State Law shall be (a) the law of the State of Delaware 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, Thornburg or the Depositor, or (ii) written notice from the appropriate taxing authority as to the applicability of such state law.

           Appraised Value : For any Mortgaged Property related to a Mortgage Loan, the amount, if any, set forth as the appraised value of such Mortgaged Property in any appraisal made for the mortgage originator in connection with its origination of the related Mortgage Loan.

           Auction Administrator : As defined in Section 9.13 hereof.

           Auction Administration Agreement : The Auction Administration Agreement dated as of December 22, 2005 between the Auction Swap Counterparty and the Auction Administrator.

           Auction Call : The payment of the proceeds of the auction under the Auction Administration Agreement and the Auction Swap Agreement on the Auction Distribution Date.

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

           Auction Distribution Date : The Distribution Date in December 2008.

           Auction Proceeds Account : The account maintained by the Auction Administrator pursuant to the Auction Administration Agreement and which shall be an asset of the Trust, but not of any REMIC.

           Auction Swap Agreement : The swap agreement dated December 22, 2005 by and between the Auction Swap Counterparty and the Auction Administrator, including the ISDA Master Agreement between the Auction Swap Counterparty and the Auction Administrator, the schedule thereto and the related confirmation (GCD Ref. No. HG2FCRO/HG2FCVO), each dated as of December 22, 2005.

          Auction Swap Counterparty: GCD.

          Available Funds: With respect to any Distribution Date, the sum of the Group Available Funds for all four Mortgage Loan Groups for such Distribution Date.

           Available Funds Cap Reserve Fund: A fund created as part of the Trust pursuant to Section 4.07 of this Agreement, but which is not an asset of any of the REMICs.

           Available Funds Cap Shortfall Amount : For each of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates and any Distribution Date, the sum of:

          (i)      the excess, if any, of the amount of interest that such Class of Certificates would have been entitled to receive if the Pass-Through Rate for that Class were calculated without regard to clause (a)(i) in the definition thereof, over the actual amount of interest such Class is entitled to receive for such Distribution Date;

          (ii)      any excess described in clause (i) above remaining unpaid from prior Distribution Dates; and

          (iii)      interest for the applicable Interest Accrual Period on the amount described in clause (ii) above based on the Pass-Through Rate for that Class determined without regard to clause (a)(i) in the definition thereof.

           Bankruptcy : As to any Person, the making of an assignment for the benefit of creditors, the filing of a voluntary petition in bankruptcy, adjudication as a bankrupt or insolvent, the entry of an order for relief in a bankruptcy or insolvency proceeding, the seeking of reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief, or seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator, dissolution, or termination, as the case may be, of such Person pursuant to the provisions of either the Bankruptcy Code, or any other similar state laws.

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

           Book-Entry Certificates : Any Certificate registered in the name of the Depository or its nominee, beneficial interests in which are reflected on the books and records of the Depository or on the books of a Person maintaining an account with such Depository (directly or indirectly as an indirect participant in accordance with the rules of such Depository), including a Global Certificate. Initially, all Classes of Certificates other than the Residual Certificates and the Class I 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 or the jurisdiction in which the Trustee, the Master Servicer, any Servicer or the Securities Administrator are authorized or obligated by law or executive order to be closed.

           Calendar Quarter : January 1 through March 31, April 1 through June 30, July 1 through September 30, or October 1 through December 31, as applicable.

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

           Certificate of Trust : The Certificate of Trust of the Trust, as filed with the Secretary of State of the State of Delaware on December 14, 2005.

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

           Certificate Register : The register maintained pursuant to Section 5.02.

           Certificateholder: A Holder of a Certificate.

           Class : With respect to the Certificates, all Certificates bearing the same designation, including Class A-1, Class A-2, Class A-3, Class A-4, Class A-4X, Class A-X, Class R-I, Class R-II, Class R-III, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class I, and in the case of REMIC I, and REMIC II, all Interests bearing the same designation.

           Class A-1 Pass-Through Rate : (a) For each Distribution Date on or before the Distribution Date in December 2008, LIBOR for the related Interest Accrual Period plus 0.20%, subject to the lesser of (i) the applicable Interest Rate Cap for such Distribution Date and (ii) 11.000% per annum and (b) for each Distribution Date thereafter, the weighted average of the Net Rates as of the last day of the related Due Period of the Group 1 Mortgage Loans, minus on and after the Distribution Date in December 2015, the related Final Maturity Reserve Rate, adjusted to an effective rate reflecting the accrual of interest on an actual/360 basis.

           Class A-2 Pass-Through Rate : (a) For each Distribution Date on or before the Distribution Date in December 2008, LIBOR for the related Interest Accrual Period plus 0.21%, subject to the lesser of (i) the applicable Interest Rate Cap for such Distribution Date and (ii) 11.000% per annum and (b) for each Distribution Date thereafter, the weighted average of the Net Rates as of the last day of the related Due Period of the Group 2 Mortgage Loans, minus on and after the Distribution Date in December 2015, the related Final Maturity Reserve Rate, adjusted to an effective rate reflecting the accrual of interest on an actual/360 basis.

           Class A-3 Pass-Through Rate : (a) For each Distribution Date on or before the Distribution Date in December 2008, LIBOR for the related Interest Accrual Period plus 0.23%, subject to the lesser of (i) the applicable Interest Rate Cap for such Distribution Date and (ii) 11.000% per annum and (b) for each Distribution Date thereafter, the weighted average of the Net Rates as of the last day of the related Due Period of the Group 3 Mortgage Loans, minus on and after the Distribution Date in December 2015, the related Final Maturity Reserve Rate, adjusted to an effective rate reflecting the accrual of interest on an actual/360 basis.

           Class A-4 Pass-Through Rate : (a) For each Distribution Date on or before the Distribution Date in December 2008, LIBOR for the related Interest Accrual Period plus 0.20%, subject to the lesser of (i) the applicable Interest Rate Cap for such Distribution Date and (ii) 11.000% per annum and (b) for each Distribution Date thereafter, the weighted average of the Net Rates as of the last day of the related Due Period of the Group 4 Mortgage Loans, minus on and after the Distribution Date in December 2015, the related Final Maturity Reserve Rate, adjusted to an effective rate reflecting the accrual of interest on an actual/360 basis.

           Class A-4X Pass-Through Rate : (a) For each Distribution Date up to and including the Distribution Date in December 2008, a fixed rate equal to 5.000% per annum and (b) thereafter, 0% per annum.

           Class A-X Pass-Through Rate : (a) For each Distribution Date up to and including the Distribution Date in December 2008, an annual rate equal to the weighted average (weighted on the basis of the Current Principal Amounts of the related Senior Principal Certificates) of the excess, if any, of (i) the weighted average Net Rate of the Mortgage Loans in each Mortgage Loan Group for that distribution date, over (ii) the Pass-Through Rate, adjusted to reflect the accrual of interest on a 30/360 basis, of the related Class of Senior Principal Certificates or in the case of Mortgage Loan Group 4, the sum of the Pass-Through Rate of the Class A-4 Certificates and 0.05% and (b) for each Distribution Date thereafter, a fixed rate equal to 0% per annum.

           Class Prepayment Distribution Trigger : For a Class of Subordinate Certificates for any Distribution Date, the Class Prepayment Distribution Trigger is satisfied if the fraction (expressed as a percentage), the numerator of which is the aggregate Current Principal Amount of such Class and each Class of Subordinate Certificates subordinate thereto, if any, and the denominator of which is the Scheduled Principal Balance of all of the Mortgage Loans as of the related Due Date, equals or exceeds such percentage calculated as of the Closing Date.

           Class R Certificates : The Class R-I, Class R-II and Class R-III Certificates.

           Closing Date : December 22, 2005.

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

           Compensating Interest Payment : With respect to any Distribution Date, the aggregate amount required to be paid in respect of Interest Shortfalls (other than any shortfalls resulting from application of the Relief Act) by the Servicers under the Servicing Agreements, with respect to such Distribution Date, or by the Master Servicer pursuant to Section 6.07 for such Distribution Date.

           Converted Mortgage Loan : Any Convertible Mortgage Loan as to which the related Mortgagor has exercised the right to convert the Mortgage Rate from an adjustable to a fixed rate.

           Convertible Mortgage Loan : Any Mortgage Loan which, at the option of the Mortgagor and in accordance with the terms of the related Mortgage Note, may have the related Mortgage Rate converted from an adjustable rate to a fixed rate.

           Cooperative Corporation : The entity that holds title (fee or an acceptable leasehold estate) to the real property and improvements constituting the Cooperative Property and which governs the Cooperative Property, which Cooperative Corporation must qualify as a Cooperative Housing Corporation under Section 216 of the Code.

           Cooperative Loan : Any Mortgage Loan secured by Cooperative Shares and a Proprietary Lease.

           Cooperative Loan Documents : As to any Cooperative Loan, (i) the Cooperative Shares, together with a stock power in blank; (ii) the original executed Security Agreement and the assignment of the Security Agreement endorsed in blank; (iii) the original executed Proprietary Lease and the assignment of the Proprietary Lease endorsed in blank; (iv) the original executed Recognition Agreement and the assignment of the Recognition Agreement (or a blanket assignment of all Recognition Agreements) endorsed in blank; (v) the executed UCC-1 financing statement with evidence of recording thereon, which has been filed in all places required to perfect the security interest in the Cooperative Shares and the Proprietary Lease; and (vi) executed UCC-3 financing statements (or copies thereof) or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trust with evidence of recording thereon (or in a form suitable for recordation).

           Cooperative Property : The real property and improvements owned by the Cooperative Corporation, that includes the allocation of individual dwelling units to the holders of the Cooperative Shares of the Cooperative Corporation.

           Cooperative Shares : Shares issued by a Cooperative Corporation.

           Cooperative Unit : A single-family dwelling located in a Cooperative Property.

           Corporate Trust Office : With respect to the Trustee, the designated corporate trust office of the Trustee at which at any particular time its corporate trust business in connection with this Agreement shall be administered, which office at the date of the execution of this instrument is located at One Federal Street, 3rd Floor, Boston, Massachusetts 02110, Attention: Corporate Trust Services/Thornburg 2005-4, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor and the Seller. With respect to the Securities Administrator and (i) presentment of Certificates for registration of transfer, exchange or final payment, Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust, Thornburg Mortgage Securities Trust 2005-4, and (ii) for all other purposes, P.O. Box 98, Columbia, Maryland 21046 (or for overnight deliveries, 9062 Old Annapolis Road, Columbia, Maryland 21045), Attention: Corporate Trust, Thornburg Mortgage Securities Trust 2005-4.

           Correspondent Sellers Guide : The Mortgage Loan Seller’s Correspondent Sellers Guide, revised February 1, 2005 and as revised from time to time.

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

           Current Notional Amount : With respect to the Class A-X Certificates and each Distribution Date, the sum of the Current Principal Amounts of the Senior Principal Certificates as of such Distribution Date, with respect to the Class A-4X Certificates and each Distribution Date, 1% of the Current Principal Amount for that Distribution Date of the Class A-4 Certificates and with respect to the Class I Certificates and each Distribution Date, the sum of the Scheduled Principal Balances of the Group 1 Mortgage Loans, the Group 2 Mortgage Loans and the Group 3 Mortgage Loans as of the beginning of the related Due Period (or in the case of the first Distribution Date, as of the Cut-off Date). With respect to any Certificate of any such Class, an amount equal to the Fractional Undivided Interest of the Current Notional Amount of such Class as of such Distribution Date.

           Current Principal Amount : With respect to any Certificate (other than a Notional Amount Certificate or a Class I Certificate) as of any Distribution Date, the initial principal amount of such Certificate, reduced by (i) all amounts distributed on previous Distribution Dates on such Certificate with respect to principal, (ii) the principal portion of all Realized Losses allocated prior to such Distribution Date to such Certificate, taking account of the Loss Allocation Limitation and (iii) in the case of a Subordinate Certificate, such Certificate’s pro rata share, if any, of the applicable Subordinate Certificate Writedown Amount for previous Distribution Dates and increased by any Subsequent Recoveries allocated to that Class on previous Distribution Dates pursuant to Section 6.02(g). With respect to any Class of Certificates, the Current Principal Amount thereof will equal the sum of the Current Principal Amounts of all Certificates in such Class. Notwithstanding the foregoing, solely for purposes of giving consents, directions, waivers, approvals, requests and notices, the Class R-I, Class R-II and Class R-III Certificates after the Distribution Date on which they each receive the distribution of the last dollar of their respective original principal amount shall be deemed to have Current Principal Amounts equal to their respective Current Principal Amounts on the day immediately preceding such Distribution Date.

           Custodial Agreement : The Custodial Agreement dated the date hereof between the Trustee and the Custodian, substantially in the form of Exhibit G hereto, as such agreement may be amended or replaced from time to time in accordance with the terms hereof and thereof.

           Custodian : LaSalle Bank National Association acting in its capacity as custodian of the Mortgage Loans on behalf of the Trustee under the Custodial Agreement or any successor custodian appointed pursuant to a Custodial Agreement.

           Cut-off Date : December 1, 2005.

           Cut-off Date Balance : $1,454,401,453.

           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 under Bankruptcy law or any similar proceeding.

           Delaware Statutory Trust Statute : As defined in Section 1A.03.

           Delaware Trustee : Wilmington Trust Company.

           Delinquency Test : The Delinquency Test will have been satisfied for any Distribution Date if, as of the close of business on the last day of the related Due Period, (i) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate Current Principal Amount of the Subordinate Certificates, does not exceed 50%.

           Depositor : Structured Asset Mortgage Investments II Inc., a Delaware corporation, or its successors in interest.

           Depository : The Depository Trust Company, the nominee of which is Cede & Co., or any successor thereto.

           Depository Agreement : The meaning specified in Subsection 5.01(a) hereof.

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

           Determination Date : The date each month, as set forth in the related Servicing Agreement, on which a Servicer determines the amount of all funds (including, without limitation, Monthly Advances and Compensating Interest Payments) required to be remitted to the Master Servicer on the related Servicer Remittance Date with respect to the Mortgage Loans it is servicing.

           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 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 4.02 in the name of the Trustee for the benefit of the Certificateholders which shall be entitled “Wells Fargo Bank, N.A., as Securities Administrator on behalf of U.S. Bank National Association, as Trustee in trust for the registered holders of Thornburg Mortgage Securities Trust 2005-4, Mortgage Pass-Through Certificates, Series 2005-4 — Distribution Account.”

           Distribution Date : The 25th day of any month, beginning in January 2006, or, if such 25th day is not a Business Day, the Business Day immediately following.

           Document Transfer Event : The day on which (i) Wells Fargo Bank, N.A. or any successor thereto is no longer the servicer of any of the Mortgage Loans, (ii) the senior, unsecured long-term debt rating of Wells Fargo Home Mortgage, Inc., a division of Wells Fargo Bank, N.A. is less than “BBB-” by Fitch or (iii) any Rating Agency requires Wells Fargo Bank, N.A., as Servicer to deliver the Retained Mortgage Files to the Custodian.

           DTC Custodian : Wells Fargo Bank N.A., or its successors in interest as custodian for the Depository.

           Due Date : With respect to any 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 as to any Mortgage Loan, the period commencing on the second day of the month preceding the calendar month in which such Distribution Date occurs and ending at the close of business on the first day of the month in which such Distribution Date occurs.

           Eligible Account : Either (i) an account or accounts maintained with a federal or state chartered depository institution or trust company acceptable to each Rating Agency, including any account maintained with the Securities Administrator or the Trustee, or (ii) an account or accounts the deposits in which are insured by the FDIC to the limits established by such corporation, provided that any such deposits not so insured shall be maintained in an account at a depository institution or trust company whose commercial paper or other short term debt obligations (or, in the case of a depository institution or trust company which is the principal subsidiary of a holding company, the commercial paper or other short term debt or deposit obligations of such holding company or depository institution, as the case may be) have been rated by each Rating Agency in its highest short-term rating category, or (iii) a segregated trust account or accounts (which shall be a “special deposit account”) maintained with the Securities Administrator or the Trustee or any other federal or state chartered depository institution or trust company, acting in its fiduciary capacity, in a manner acceptable to the Trustee and each Rating Agency. Eligible Accounts may bear interest unless otherwise specified herein.

           Employee Loan : Any Mortgage Loan identified as such in the Mortgage Loan Schedule, which provides for an increase in the Mortgage Rate thereof in the event of the change of employment of the Mortgagor thereunder.

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

           Event of Default : An event of default described in Section 8.01.

           Excluded Assets : As defined in Section 5.01(c).

           Fannie Mae : Fannie Mae (also known as the Federal National Mortgage Association) or any successor thereto.

           FDIC : Federal Deposit Insurance Corporation or any successor thereto.

           Final Certification : The certification substantially in the form of Exhibit C-3 hereto.

           Final Maturity Reserve Account : The account created pursuant to Section 4.06 of this Agreement.

           Final Maturity Reserve Amount : For each Mortgage Loan Group and each Distribution Date prior to the Distribution Date in December 2015, zero. For each Mortgage Loan Group and each Distribution Date on and after the Distribution Date in December 2015 to and including the earlier of (i) the Distribution Date in December 2035 or (ii) the termination of the Trust Fund, the product of (x) the quotient of the related Final Maturity Reserve Rate divided by 12 and (y) the Scheduled Principal Balance of the related Mortgage Loans on the first day of the related Due Period (not including for this purpose Mortgage Loans for which prepayments in full have been received and distributed in the month prior to the Distribution Date).

           Final Maturity Reserve Rate : For the Mortgage Loans in Mortgage Loan Group 1, Mortgage Loan Group 2 and Mortgage Loan Group 3, an annual rate of 0.030%, 0.009% and 0.006%, respectively. For the Mortgage Loans in Mortgage Loan Group 4, an annual rate of 0.00%.

           Final Maturity Reserve Trust : The corpus of a trust created pursuant to Section 4.06 of this Agreement and designated as the “Final Maturity Reserve Trust” consisting of the Final Maturity Reserve Account, but which is not an asset of any REMIC.

           Fractional Undivided Interest : With respect to any Certificate and the related Class, the fractional undivided interest evidenced by such Certificate, which is a fraction, the numerator of which is the Current Principal Amount or Current Notional Amount (upon issuance), as applicable, of such Certificate and the denominator of which is the aggregate Current Principal Amount or Current Notional Amount (upon issuance), as applicable, of all Certificates of such Class. With respect to the Certificates in the aggregate, including for purposes of voting or giving any consent hereunder, the fractional undivided interest evidenced by (i) a Residual Certificate will be deemed to equal 1%, (ii) a Notional Amount Certificate will be deemed to equal 1% multiplied by a fraction, the numerator of which is the Current Notional Amount of such Certificate and the denominator of which is the aggregate Current Notional Amount of all Certificates of such Class and (iii) a Certificate of any other Class (other than the Class I Certificate) will be deemed to equal 95% multiplied by a fraction, the numerator of which is the Current Principal Amount of such Certificate and the denominator of which is the aggregate Current Principal Amount of all such Certificates.

           Freddie Mac : Freddie Mac (also known as the Federal Home Loan Mortgage Corporation) or any successor thereto.

           GCD : Greenwich Capital Derivatives, Inc.

           Global Certificate : A Book-Entry Certificate that is a Private Certificate.

           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 Rate and the Periodic Rate Cap) the Mortgage Rate until the next Interest Adjustment Date.

           Group Available Funds : With respect to any Distribution Date and a Mortgage Loan Group, an amount equal to the aggregate of the following amounts (without duplication) with respect to such Mortgage Loan Group: (a) all previously undistributed payments on account of principal (including the principal portion of Scheduled Payments, Principal Prepayments, Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries) and all previously undistributed payments on account of interest (other than any Prepayment Penalty Amounts) 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 Servicers or the Master Servicer with respect to the related Distribution Date, (c) [Reserved], (d) the Repurchase Price received in connection with any Mortgage Loan repurchased by Thornburg Mortgage Home Loans, Inc., as Seller or Servicer, as applicable, pursuant to Section 2.02, 2.03, or 3.21 or by TMI pursuant to Section 3.21, as applicable, of this Agreement, (e) any Substitution Adjustment Amounts paid by the Seller or similar amounts by any Servicer pursuant to its Servicing Agreement in connection with delivery of a Substitute Mortgage Loan, (f) the purchase price of the assets of the Trust upon the exercise by Thornburg of its Optional Termination Right, (g) the purchase price of the assets of the Trust upon exercise by Wells Fargo Bank, N.A. of its optional termination right pursuant to Section 10.01(c), (h) any other miscellaneous amounts remitted by the Master Servicer or the applicable Servicers pursuant to the Servicing Agreements, (i) any reimbursed amount in connection with losses on investments of deposits in an account and (j) any other payments made by the Master Servicer, the Servicers, the Trustee or the Depositor with respect to such Distribution Date, except:

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

(ii)      all Principal Prepayments, Liquidation Proceeds, Insurance Proceeds, Substitution Adjustment Amounts, Subsequent Recoveries and proceeds of the repurchase of Mortgage Loans pursuant to Section 2.02, 2.03 or 3.21 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 Distribution Account;

(vii)      amounts required to pay the Master Servicing Fee (or if not previously paid, any Servicing Fees) or to reimburse any Servicer or the Master Servicer for such amounts as are due under the applicable Servicing Agreement and this Agreement and have not been retained by or paid to such Servicer or the Master Servicer;

(viii)      any expenses or other amounts reimbursable to the Trustee, the Delaware Trustee, the Securities Administrator or the Custodian any expenses, or other amounts reimbursable to them pursuant to Section 7.04(c) or Section 9.05; and

(ix)      any Retained Interest for the related Due Period.

           Group 1 Mortgage Loan : Any Mortgage Loan that has been identified as such on the Mortgage Loan Schedule.

           Group 2 Mortgage Loan : Any Mortgage Loan identified as such on the Mortgage Loan Schedule.

           Group 3 Mortgage Loan : Any Mortgage Loan that has been identified as such on the Mortgage Loan Schedule.

           Group 4 Mortgage Loan : Any Mortgage Loan that has been identified as such on the Mortgage Loan Schedule.

           Group 1 Senior Certificate : Any Class A-1 Certificate or, solely with respect to interest derived from the Group 1 Mortgage Loans, any Class A-X Certificate.

           Group 2 Senior Certificate : Any Class A-2 Certificate or, solely with respect to interest derived from the Group 2 Mortgage Loans, any Class A-X Certificate.

           Group 3 Senior Certificate : Any Class A-3 Certificate or, solely with respect to interest derived from the Group 3 Mortgage Loans, any Class A-X Certificate.

           Group 4 Senior Certificate : Any Class A-4 Certificate or, solely with respect to interest derived from the Group 4 Mortgage Loans, any Class A-4X or Class A-X Certificate.

           Group Senior Optimal Principal Amount : As to any Distribution Date for each of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, an amount equal to the sum of the following, without duplication (but in no event greater than the Current Principal Amount of such Senior Principal Certificate immediately prior to such Distribution Date):

(i)      the applicable Senior Percentage of all Scheduled Payments of principal due on each Outstanding Mortgage Loan in the related Mortgage 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);

(ii)      the applicable Group Senior Prepayment Percentage of all Principal Prepayments in part received during the related Prepayment Period with respect to each Mortgage Loan in the related Mortgage Loan Group, together with the applicable Group Senior Prepayment Percentage of the Scheduled Principal Balance of each Mortgage Loan in the related Mortgage Loan Group which was the subject of a Principal Prepayment in full during the related Prepayment Period;

(iii)      the lesser of (a) the applicable Group 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 Mortgage Loan Group which became a Liquidated Mortgage Loan during the related Prepayment Period (other than Mortgage Loans described in the immediately following clause (B)), and (B) the Scheduled Principal Balance of each Liquidated Mortgage Loan in the related Mortgage Loan Group 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 applicable Senior Percentage of the sum of (1) the Scheduled Principal Balance of each Mortgage Loan in the related Mortgage Loan Group which became a Liquidated Mortgage Loan during the related Prepayment Period (other than the Mortgage Loans described in the immediately following clause (2)), and (2) the Scheduled Principal Balance of each Liquidated Mortgage Loan in the related Mortgage Loan Group 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; and

(iv)      the applicable Group Senior Prepayment Percentage of the sum of (a) the Scheduled Principal Balance of each Mortgage Loan in the related Mortgage Loan Group or related REO Property in the related Mortgage Loan Group which was purchased by TMI or repurchased by or on behalf of the Seller during the related Prepayment Period and (b) the excess, if any, of the Scheduled Principal Balance of a Mortgage Loan in the related Mortgage Loan Group that has been replaced by the Seller with a Substitute Mortgage Loan pursuant to Section 2.04 of this Agreement during the related Prepayment Period over the Scheduled Principal Balance of such Substitute Mortgage Loan.

           Group Senior Prepayment Percentage : For each Senior Certificate Group on any Distribution Date occurring during the periods set forth below, as follows:

Period (dates inclusive)

Group Senior Prepayment Percentage

January 2006 - December 2012

100%.

 

January 2013 - December 2013

Senior Percentage for the related Senior Certificates plus 70% of the related Subordinate Percentage.

 

January 2014 - December 2014

Senior Percentage for the related Senior Certificates plus 60% of the related Subordinate Percentage.

 

January 2015 - December 2015

Senior Percentage for the related Senior Certificates plus 40% of the related Subordinate Percentage.

 

January 2016 - December 2016

Senior Percentage for the related Senior Certificates plus 20% of the related Subordinate Percentage.

 

January 2017 and thereafter

Senior Percentage for the related Senior Certificates.

provided, however, that no reduction of a Group Senior Prepayment Percentage will occur on any Distribution Date unless, as of the last day of the calendar month immediately preceding the month in which such Distribution Date occurs:

(i)      the Delinquency Test has been satisfied and

(ii)      cumulative Realized Losses on the Mortgage Loans do not exceed, on any Distribution Date for the periods set forth below, the following percentage of the aggregate Current Principal Amount of the Subordinate Certificates as of the Cut-off Date:

 

Period (dates inclusive)	Percentage of Original Subordinate Principal Balance
January 2006 - December 2008	20
January 2009 - December 2013	30
January 2014 - December 2014	35
January 2015 - December 2015	40
January 2016 - December 2016	45
January 2017 and thereafter	50

provided further, however, that if on any Distribution Date:

(i)      the Subordination Doubling Test has been satisfied;

(ii)      the Delinquency Test has been satisfied; and

(iii)      cumulative Realized Losses on the Mortgage Loans as a percentage of the aggregate Current Principal Amount of the Subordinate Certificates as of the Cut-Off Date do not exceed the percentages set forth above for any Distribution Date occurring in the periods set forth above,

then, instead of the percentages set forth above, the applicable Group Senior Prepayment Percentage will be, for any Distribution Date:

(i)      prior to the Distribution Date in December 2008, the Senior Percentage for the related Senior Certificate Group plus 50% of the related Subordinate Percentage and

(ii)      on or after the Distribution Date in December 2008, the Senior Percentage for the related Senior Certificate Group.

          Notwithstanding the foregoing, if on any Distribution Date, the percentage, the numerator of which is the aggregate Current Principal Amount of all of the Senior Principal Certificates immediately preceding such Distribution Date, and the denominator of which is the Scheduled Principal Balance of the Mortgage Loans as of the beginning of the related Due Period, exceeds such percentage as of the Cut-off Date, then the Group Senior Prepayment Percentage with respect to each Senior Certificate Group for such Distribution Date will each equal 100%.

          On the Distribution Date on which the Current Principal Amount of a Senior Certificate Group is reduced to zero, the related Group Senior Prepayment Percentage will be the minimum percentage sufficient to effect reduction of such Current Principal Amount to zero and thereafter will be zero.

           Group Subordinate Amount : With respect to any Mortgage Loan Group and any Distribution Date, the excess, if any, of (i) the Scheduled Principal Balance of the Mortgage Loans in such Mortgage Loan Group as of the first day of the related Due Period (or, in the case of the first Distribution Date, the Cut-off Date) over (ii) the Current Principal Amount of the related Senior Principal Certificates immediately prior to such Distribution Date.

           Holder : The Person in whose name a Certificate is registered in the Certificate Register except that, subject to Subsections 11.02(b) and 11.05(e) solely for the purpose of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor, the Master Servicer or the Trustee or any Affiliate thereof shall be deemed not to be outstanding and the Fractional Undivided Interest evidenced thereby shall not be taken into account in determining whether the requisite percentage of Fractional Undivided Interest evidenced thereby necessary to effect any such consent has been obtained.

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

           Independent : When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of the Securities and Exchange Commission’s Regulation S-X. 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 Rate will be adjusted from time to time.

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

           Initial Certification : The certification substantially in the form of Exhibit C-1 hereto.

           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, title insurance policy or Primary Mortgage Insurance Policy.

           Insurance Proceeds : Amounts paid by the insurer under any Insurance Policy covering any Mortgage Loan or Mortgaged Property other than (i) amounts required to be paid over to the Mortgagor pursuant to law or the related Mortgage Note or Security Instrument or applied toward payment of Retained Interest, (ii) amounts used to repair or restore the Mortgaged Property or to reimburse insured expenses and (iii) Subsequent Recoveries.

           Interest : Any one of the uncertificated interests in REMIC I or REMIC II, as described in Section 5.01(c).

           Interest Accrual Period : With respect to each Distribution Date, for the Senior Principal Certificates and the Class A-4X Certificates, the period from and including the preceding Distribution Date (or from the Closing Date with respect to the first Distribution Date) to and including the day prior to that Distribution Date and interest shall accrue on these Classes on the basis of a 360-day year and the actual number of days in the Interest Accrual Period. With respect to each Distribution Date and each other Class of Certificates (other than the Residual Certificates and the Class I Certificates), the calendar month preceding the month in which that Distribution Date occurs, beginning in December 2005 and interest on these Classes will accrue on the basis of a 360-day year comprised of twelve 30-day months.

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

           Interest Determination Date : With respect to each Class of Senior Principal Certificates, for the first Interest Accrual Period, December 20, 2005, and with respect to any Interest Accrual Period thereafter, the second LIBOR Business Day preceding the commencement of such Interest Accrual Period.

           Interest Rate Cap : For any Distribution Date and a Class of Senior Principal Certificates, the weighted average of the Net Rates of the Mortgage Loans in the related Mortgage Loan Group as of the last day of the related Due Period, less, in the case of the group 4 Mortgage Loans, through the Distribution Date in December 2008, 0.05% and less in the case of each Mortgage Loan Group on and after the Distribution Date in December 2015, the related Final Maturity Reserve Rate, adjusted to an effective rate reflecting the accrual of interest on an actual/360 basis.

           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 Scheduled Principal Balance of such Mortgage Loan immediately prior to such prepayment and (ii) the amount of interest for the calendar month of such prepayment (adjusted to the applicable Net Rate) received at the time of such prepayment; and

           (c)     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 Scheduled 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 Scheduled Principal Balance (or, in the case of a Principal Prepayment in part, on the amount so prepaid) at the Net 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 C-2 hereto.

           Intervening Assignment : The meaning set forth in Subsection 2.01(b)(vi).

           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; provided that Thornburg or any of its Affiliates shall not be required to furnish an Investment Letter in connection with the initial registration or subsequent transfer to an Affiliate of the Private Certificates.

           Lender-Paid PMI Rate : With respect to each Mortgage Loan, if any, covered by a lender-paid Primary Mortgage Insurance Policy, the amount payable to the related insurer, as stated in the Mortgage Loan Schedule.

           LIBOR : With respect to any Interest Accrual Period and the Senior Principal Certificates, the rate determined by the Securities Administrator on the related Interest Determination Date on the basis of the rate for U.S. dollar deposits for one month that appears on Telerate Screen Page 3750 as of 11:00 a.m. (London time) on such Interest Determination Date; provided that the parties hereto acknowledge that LIBOR for the first Interest Accrual Period shall equal 4.370% 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 LIBOR or comparable rates as may be reasonably selected by the Securities Administrator), 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, LIBOR will be LIBOR applicable to the preceding Interest Accrual Period. The establishment of LIBOR on each Determination Date by the Securities Administrator and the Securities Administrator’s calculation of the rate of interest applicable to the Certificates shall, in the absence of manifest error, be conclusive and binding.

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

           Liquidated Mortgage Loan : Any defaulted Mortgage Loan as to which the related Servicer or the Master Servicer has determined that all amounts it expects to recover from or on account of such Mortgage Loan have been recovered.

           Liquidation Date : With respect to any Liquidated Mortgage Loan, the date on which the Master Servicer or the related Servicer has certified that such Mortgage Loan has become a Liquidated Mortgage Loan.

           Liquidation Expenses : With respect to a Mortgage Loan in liquidation, unreimbursed expenses paid or incurred by or for the account of the Master Servicer or the related Servicers, such expenses including (a) property protection expenses, (b) property sales expenses, (c) foreclosure and sale costs, including court costs and reasonable attorneys’ fees, and (d) similar expenses reasonably paid or incurred in connection with liquidation.

           Liquidation Proceeds : Cash (including Insurance Proceeds) received in connection with the liquidation of a defaulted Mortgage Loan, whether through trustee’s sale, foreclosure sale, condemnation proceeds or otherwise, or the sale of the related Mortgaged Property and any related Additional Collateral if the Mortgaged Property and such Additional Collateral is acquired in satisfaction of the Mortgage Loan, including any amounts remaining in the related Servicer Account, exclusive of Subsequent Recoveries.

           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(c) hereof.

           Lost Note Affidavit : With respect to any Lost Note (and, if not in the Seller’s possession, the related Mortgage File), an affidavit from Thornburg or one of its affiliates (which may be in blanket form with respect to some or all Lost Notes) certifying that the original Mortgage Note has been lost, misplaced (including, in the case of certain Mortgage Loans, as to which the Mortgage File has been released to the related Servicer and not returned) or destroyed (together with a copy of the related Mortgage Note, if available) and indemnifying the Depositor, the Trustee and the Trust against any loss, cost or liability resulting from the failure to deliver the original Mortgage Note.

           Lost Notes : Any Mortgage Loan as to which the original Mortgage Note has been lost, misplaced (including, in the case of certain Mortgage Loans, as to which the Mortgage File has been released to the related Servicer and not returned) or destroyed and has not been replaced, as indicated on the Mortgage Loan Schedule.

           Master Servicer : As of the Closing Date, Wells Fargo Bank, N.A. and, thereafter, its respective successors in interest which meet the qualifications of this Agreement.

           Master Servicer Certification : A written certification covering servicing of the Mortgage Loans by all Servicers and signed by an officer of the Master Servicer that complies with (i) the Sarbanes-Oxley Act of 2002, as amended from time to time, and (ii) the February 21, 2003 Statement by the Staff of the Division of Corporation Finance of the Securities and Exchange Commission Regarding Compliance by Asset-Backed Issuers with Exchange Act Rules 13a-14 and 15d-14, as in effect from time to time; provided that if, after the Closing Date (a) the Sarbanes-Oxley Act of 2002 is amended, (b) the Statement referred to in clause (ii) is modified or 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, the Depositor and the Seller following a negotiation in good faith to determine how to comply with any such new requirements

           Master Servicing Fee : As to any Distribution Date and each Mortgage Loan, an amount equal to the product of one-twelfth of the Master Servicing Fee Rate and the aggregate Scheduled Principal Balances of the Mortgage Loans as of the first day of the related Due Period. As additional compensation and as to any Distribution Date, the Master Servicer shall be entitled to receive certain income and gain realized from the investment of funds on deposit in the Distribution Account to the extent provided in Section 4.02(c).

           Master Servicing Fee Rate : 0.01% per annum.

           Master Servicing Guide : Wells Fargo Conduit and Norwest Conduit Servicing Guide, dated January 1997, as amended July 2001.

           Maximum Lifetime Mortgage Rate : The maximum level to which a Mortgage 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 Mortgage Loan : Any Mortgage Loan as to which (i) the related Security Instrument or related assignment, has been or will be recorded in the name of MERS, as agent for the holder from time to time of the Mortgage Note, and (ii) such Mortgage Loan has been or will be registered on the MERS System.

           MERS System : The electronic registration system maintained by MERS.

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

           Modifiable Mortgage Loans : Any Mortgage Loan which, at the option of the Mortgagor and in accordance with the terms of the related Mortgage Note, may have the related Mortgage Rate modified to any adjustable rate or hybrid product offered at the time by the related originator.

           Modified Mortgage Loans : Any Modifiable Mortgage Loan as to which the related Mortgagor has exercised the right to modify the Mortgage Rate.

           Modified Mortgage Loan Schedule : With respect to each Distribution Date, a schedule listing each Modifiable Mortgage Loan that has become a Modified Mortgage Loan during the immediately preceding Due Period, and the Repurchase Price for each such Modified Mortgage Loan.

           Moody's : Moody's Investors Service, Inc. and its successors in interest.

           Monthly Advance : An advance of delinquent payments of principal or interest with respect to a Mortgage Loan required to be made by the applicable Servicer pursuant to the related Servicing Agreement or the Master Servicer pursuant to Section 6.05.

           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 Loan : A mortgage loan transferred and assigned to the Trustee on behalf of the Trust pursuant to Section 2.01 or Section 2.04 and held as a part of the Trust, as identified in the Mortgage Loan Schedule, including a mortgage loan the property securing which has become an REO Property.

           Mortgage Loan Group : Mortgage Loan Group 1, Mortgage Loan Group 2, Mortgage Loan Group 3 or Mortgage Loan Group 4, as applicable.

           Mortgage Loan Group 1 : The Mortgage Loans included as such on the Mortgage Loan Schedule.

           Mortgage Loan Group 2 : The Mortgage Loans included as such on the Mortgage Loan Schedule.

           Mortgage Loan Group 3 : The Mortgage Loans included as such on the Mortgage Loan Schedule.

           Mortgage Loan Group 4 : The Mortgage Loans included as such on the Mortgage Loan Schedule.

           Mortgage Loan Purchase Agreement : The Mortgage Loan Purchase Agreement dated as of December 1, 2005, between Thornburg, as seller, and Structured Asset Mortgage Investments II Inc., as purchaser, and all amendments thereof and supplements thereto.

           Mortgage Loan Schedule : The schedule, attached hereto as Exhibit B with respect to the Mortgage Loans and as amended from time to time to reflect the repurchase or substitution of Mortgage Loans pursuant to this Agreement.

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

           Mortgage Rate : The annual rate at which interest accrues from time to time on any Mortgage Loan pursuant to the related Mortgage Note, which rate at the Cut-Off Date is equal to the “Mortgage Rate” set forth with respect thereto on the Mortgage Loan Schedule.

           Mortgaged Property : Either of (x) the fee simple interest in real property, together with improvements thereto including any exterior improvements to be completed within 120 days of disbursement of the related Mortgage Loan proceeds, or (y) or, in the case of REO Property, such REO Property, or (z) in the case of a Cooperative Loan, the related Cooperative Shares and Proprietary Lease, securing the indebtedness of the Mortgagor under the related Mortgage Loan.

           Mortgagor : The obligor on a Mortgage Note.

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

           Net Rate : With respect to each Mortgage Loan, the Mortgage Rate in effect from time to time less the Aggregate Expense Rate.

           Non-MERS Mortgage Loan : Any Mortgage Loan other than a MERS Mortgage Loan.

           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 applicable Servicer and (ii) which, in the good faith judgment of the Master Servicer, the Trustee or 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 applicable Servicer from Liquidation Proceeds, Insurance Proceeds or future payments on the Mortgage Loan for which such advance or Monthly Advance was made.

           Notional Amount Certificates : Class A-X and Class A-4X Certificates.

           Offered Certificate : Any Senior Certificate, Residual Certificate or Offered Subordinate Certificate.

           Offered Subordinate Certificates : The Class B-l, Class B-2 and Class B-3 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 or the Securities Administrator, as applicable, as required by this Agreement.

           Opinion of Counsel : A written opinion of counsel who is or are acceptable to the Trustee or the Securities Administrator, as applicable, and who, unless required to be Independent (an “Opinion of Independent Counsel”), may be internal or external counsel for Thornburg, the Master Servicer, the Depositor or the Securities Administrator, but which must be Independent outside counsel with respect to any such opinion of counsel concerning the transfer of any Residual Certificate or concerning certain matters with respect to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the taxation, or the federal income tax status, of each REMIC. For purposes of Section 2.01(c)(i), the Opinion of Counsel referred to therein may take the form of a memorandum of law or other acceptable assurance.

           Optional Securities Purchase Date : The first Distribution Date on or after which the aggregate Scheduled Principal Balance of the Mortgage Loans is equal to or less than 20% of the Cut-off Date Balance.

           Optional Securities Purchase Right : The right of TMI to purchase the outstanding Certificates in accordance with Section 5.09.

           Optional Termination Right : The right of Thornburg, in its capacity as Servicer, to purchase all of the Mortgage Loans in accordance with Section 10.01.

           Original Trust Agreement : As defined in the Preliminary Statement hereto.

           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 less any Net Liquidation Proceeds with respect thereto to the extent applied to principal.

           Pass-Through Rate : With respect to a Class of Certificates (other than the Residual Certificates and the Class I Certificates), the applicable Senior Certificate Pass-Through Rate or the Subordinate Certificate Pass-Through Rate, as applicable.

           Periodic Rate Cap : With respect to each Mortgage Loan, the maximum adjustment that can be made to the Mortgage 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, Wells Fargo Bank, N.A. or the Master Servicer each 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, Wells Fargo Bank, N.A. or the Master Servicer) incorporated under the laws of the United States of America or any state thereof that have the Applicable Credit Rating or better from each Rating Agency at the time of such investment or contractual commitment providing for such investment; provided, however, that securities issued by any particular corporation will not be Permitted Investments to the extent that investments therein will cause the then outstanding principal amount of securities issued by such corporation and held as part of the Trust to exceed 10% of the aggregate Outstanding Principal Balances of all the Mortgage Loans and Permitted Investments held as part of the Trust;

(v)    commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof) having the Applicable Credit Rating or better from each Rating Agency at the time of such investment;

(vi)    a Reinvestment Agreement issued by any bank, insurance company or other corporation or entity;

(vii)    any other demand, money market or time deposit, obligation, security or investment as may be acceptable to each Rating Agency as evidenced in writing by each Rating Agency to the Trustee; and

(viii)    any money market or common trust fund having the Applicable Credit Rating or better from each Rating Agency, including any such fund for which the Trustee, Wells Fargo Bank, N.A. or Master Servicer or any affiliate of the Trustee or Master Servicer acts as a manager or an advisor; provided, however, that no instrument or security shall be a Permitted Investment if such instrument or security evidences a right to receive only interest payments with respect to the obligations underlying such instrument or if such security provides for payment of both principal and interest with a yield to maturity in excess of 120% of the yield to maturity at par or if such instrument or security is purchased at a price greater than par.

           Permitted Transferee : Any Person other than a Disqualified Organization or an “electing large partnership” (as defined by Section 775 of the Code).

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

           Physical Certificate : Any Residual Certificate or Class I Certificate registered in the name of a Holder that is not the Depository or its nominee.

           Prepayment Penalty Amount : With respect to the Mortgage Loans and each Distribution Date, all premiums or charges, if any, paid by Mortgagors under the related Mortgage Notes as a result of full or partial Principal Prepayments collected by the applicable Servicer during the immediately preceding Prepayment Period, but only to the extent required to be remitted to the Master Servicer on the applicable Servicer Remittance Date under the terms of the related Servicing Agreement.

           Prepayment Period : With respect to any Mortgage Loan and any Distribution Date, the immediately preceding calendar month.

           Primary Mortgage Insurance Policy : Each policy of primary mortgage guaranty insurance or any replacement policy therefor with respect to any Mortgage Loan, including any lender-paid policy.

           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 (including Insurance Proceeds) 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, but excluding Liquidation Proceeds (including Insurance Proceeds received in connection with the liquidation of a Defaulted Mortgage Loan), Substitution Adjustment Amounts and the purchase price of Mortgage Loans purchased or repurchased pursuant to this Agreement.

           Private Certificates : Any Class I, Class B-4, Class B-5 and Class B-6 Certificate.

           Proprietary Lease : With respect to any Cooperative Unit, a lease or occupancy agreement between a Cooperative Corporation and a holder of related Cooperative Shares.

           Prospectus Supplement : The prospectus supplement dated December 20, 2005 relating to the offering of the Offered Certificates.

           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 each Rating Agency for pass-through certificates having the same rating as the Certificates rated by each Rating Agency as of the Closing Date.

           Rating Agencies : S&P and Moody’s.

           Realized Loss : (i) 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 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 (ii) with respect to each Mortgage Loan that has become the subject of a Deficient Valuation, the difference between the unpaid principal balance of such Mortgage Loan immediately prior to such Deficient Valuation and the unpaid principal balance of such Mortgage Loan as reduced by the Deficient Valuation. In determining whether a Realized Loss on a Liquidated Mortgage Loan is a Realized Loss of interest or principal, Liquidation Proceeds shall be allocated, first, to payment of expenses related to such Liquidated Mortgage Loan, then to accrued unpaid interest (including payment of any Retained Interest) and finally to reduce the principal balance of the Mortgage Loan.

           Recognition Agreement : With respect to any Cooperative Loan, an agreement between the related Cooperative Corporation and the originator of such Mortgage Loan to establish the rights of such originator in the related Cooperative Property.

           Record Date : With respect to any Distribution Date, for the Senior Principal Certificates and Class A-4X Certificates, the Business Day preceding the applicable Distribution Date so long as such Certificates remain Book-Entry Certificates; and otherwise the Record Date shall be the same as for the other Certificates. For each other Class of Certificates, for the first Distribution Date, the Closing Date and for any Distribution Date thereafter, the last Business Day of the month preceding the month in which such Distribution Date occurs.

           Reference Bank Rate : With respect to any Interest Accrual Period for the Senior Principal Certificates, 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, 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, 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.

           Reference Banks : Leading banks selected by the Securities Administrator and engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, (ii) which have been designated as such by the Securities Administrator and (iii) which are not controlling, controlled by, or under common control with, the Depositor, the Seller or the Master Servicer.

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

           Relief Act : The Servicemembers Civil Relief Act.

           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 or similar state or local laws.

           REMIC : A real estate mortgage investment conduit, as defined in the Code.

           REMIC I : That group of assets contained in the Trust designated as a REMIC consisting of (i) the Mortgage Loans (excluding any Retained Interest), (ii) sums on deposit in any Account (exclusive of investment earnings thereon), (iii) any REO Property relating to the Mortgage Loans, (iv) the rights with respect to each Servicing Agreement (iv) the rights of the Trust with respect to the Mortgage Loan Purchase Agreement, (v) the Additional Collateral and (vi) any proceeds of the foregoing.

           REMIC I Interests : The REMIC I Regular Interests and the LT1-R Interest.

           REMIC I Regular Interests : The REMIC I Interests other than the LT1-R Interest, as identified and with such terms as described in Section 5.01(c).

           REMIC II : That group of assets contained in the Trust designated as a REMIC consisting of the REMIC I Regular Interests.

           REMIC II Certificates: The REMIC II Regular Interests and the LT2-R Interest.

           REMIC II Regular Interests : The REMIC II Interests other than the LT2-R Interest as identified and with such terms as described in Section 5.01(c).

           REMIC III : That group of assets contained in the Trust designated as a REMIC consisting of the REMIC III Regular Interests and also being referred to herein as the Upper Tier REMIC.

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

           REMIC III Regular Interests : The Certificates other than the Residual Certificates as identified and with such terms as described in Section 5.01(c).

           REMIC Opinion : An Opinion of Independent Counsel, to the effect that the proposed action described therein would not, under the REMIC Provisions, (i) cause REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC while any regular interest in such REMIC is outstanding, (ii) result in a tax on prohibited transactions with respect to any REMIC or (iii) constitute a taxable contribution to any REMIC after the Startup Day.

           REMIC Provisions : The provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions and regulations promulgated thereunder, as the foregoing may be in effect from time to time.

           REO Property : A Mortgaged Property acquired in the name of the Trustee, for the benefit of Certificateholders, by foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.

           Repurchase Price : With respect to any Mortgage Loan (or any property acquired with respect thereto) to be purchased by the Seller or TMI pursuant to the Mortgage Loan Purchase Agreement or Article II or Section 3.21 of this Agreement, an amount equal to the sum of (i) 100% of the Outstanding Principal Balance of such Mortgage Loan as of the date of repurchase (or if the related Mortgaged Property was acquired with respect thereto, 100% of the Outstanding Principal Balance at the date of the acquisition), plus (ii) accrued but unpaid interest on the Outstanding Principal Balance at the related Mortgage Rate, through and including the last day of the month of repurchase plus (iii) any premiums due the insurer under any Primary Mortgage Insurance Policy plus (iv) in the case of a repurchase of such Mortgage Loan resulting from breach of a representation or warranty contained in Section (vii) of Exhibit 3 to the Mortgage Loan Purchase Agreement any costs or damages incurred by the Trust in connection with the violation by such Mortgage Loan of any predatory or abusive lending law reduced by (v) any portion of any Servicing Fee or the Master Servicing Fee, Monthly Advances and advances payable to the purchaser of the Mortgage Loan.

           Request for Release : A request for release in the form attached hereto as Exhibit D.

           Required Available Funds Cap Reserve Fund Deposit : For any Distribution Date, an amount equal to the lesser of (i) the Accrued Certificate Interest for the Class A-X Certificates for such Distribution Date and (ii) the amount required to bring the balance on deposit in the Available Funds Cap Reserve Fund to an amount equal to the excess, if any, of the Available Funds Cap Shortfall Amounts for such Distribution Date with respect to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates over the Yield Maintenance Amounts received for that Distribution Date.

           Residual Certificates : The Class R Certificates.

           Responsible Officer : When used with respect to the Trustee or the Securities Administrator, any Director, Vice President, Assistant Vice President, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, any trust officer or any other officer of the Trustee or the Securities Administrator customarily performing functions similar to those performed by any of the above designated officers and having direct responsibility for the administration of this Agreement, and any other officer of the Trustee to whom a matter arising hereunder may be referred because of that officer’s knowledge of and familiarity with the particular subject.

           Retained Interest : Interest in respect of each Employee Loan, retained by the Retained Interest Holder at the Retained Interest Rate.

           Retained Interest Holder : With respect to each Employee Loan, the Seller or any successor in interest by assignment or otherwise.

           Retained Interest Rate : As of the Cut-off Date, and for each Due Period thereafter, 0.00% per annum; provided, however, if the related Mortgagor of the Employee Loan ceases to be an employee or a director of Thornburg or its Affiliates, the amount of the increase in the per annum rate set forth in the related Mortgage Note.

           Retained Mortgage File : As to each Mortgage Loan, the file consisting of the Mortgage Loan Documents listed as items (iii) and (vi) through (x) of Section 2.01(b) that are to be delivered to the Custodian subsequent to a Document Transfer Event.

           Rule 144A Certificate : The certificate to be furnished with respect to the purchase of a Private Certificate that is also an Individual Certificate by a purchaser that 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; provided that Thornburg or any of its Affiliates shall not be required to furnish Rule 144A Certificate in connection with the initial registration or subsequent transfer of the Private Certificates to Thornburg or an Affiliate of Thornburg, or from such Affiliate to Thornburg.

           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.

           Scheduled Principal Balance : With respect to (a) any Mortgage Loan on any Distribution Date, (i) the unpaid principal balance of such Mortgage Loan as of the close of business on the related Due Date (i.e., taking account of the principal payment to be made on such Due Date and irrespective of any delinquency in its payment), as specified in the amortization schedule at the time relating thereto (before any adjustment to such amortization schedule by reason of any bankruptcy or similar proceeding occurring after the Cut-off Date (other than a Deficient Valuation) or any moratorium or similar waiver or grace period) less (ii) any Principal Prepayments and the principal portion of Net Liquidation Proceeds and Insurance Proceeds, in each case, to the extent received during or prior to the related Prepayment Period and (b) any REO Property as of any Distribution Date, the Scheduled Principal Balance of the related Mortgage Loan on the Due Date immediately preceding the date of acquisition of such REO Property by or on behalf of the Trust (reduced by any amount applied as a reduction of principal on the Mortgage Loan). The Scheduled Principal Balance of a Liquidated Mortgage Loan is zero.

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

           Securities Administrator : Wells Fargo Bank, N.A., or its successor in interest, or any successor securities administrator appointed as herein provided.

           Securities Legend : [in the case of the Private Certificates:] THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE 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.

          [except in the case of the Class A-4X Certificates add:] THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED

          [in the case of the Certificates that are not Residual Certificates or Private Certificates also add:] UNLESS THE PROPOSED TRANSFER AND/OR HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT AND/OR OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION EXEMPTION (“PTE”) 84-14, PTE 90-1, PTE 91-38, PTE 95-60 OR PTE 96-23 — WHICH WILL BE DEEMED REPRESENTED BY THE HOLDER OF A BOOK-ENTRY CERTIFICATE OR WILL BE EVIDENCED BY A REPRESENTATION OR AN OPINION OF COUNSEL TO SUCH EFFECT.

          [in the case of the Private Certificates, also add:] UNLESS THE PROPOSED TRANSFER AND/OR HOLDING OF A CERTIFICATE IS TO AN INSURANCE COMPANY GENERAL ACCOUNT WITHIN THE MEANING OF SECTION V(e) OF PROHIBITED TRANSACTION EXEMPTION (“PTE”) 95-60 AND THE PURCHASE AND HOLDING OF THIS CERTIFICATE IS COVERED BY SECTIONS I AND III OF PTE 95-60 — WHICH WILL BE DEEMED REPRESENTED BY THE HOLDER OF A BOOK-ENTRY CERTIFICATE OR WILL BE EVIDENCED BY A REPRESENTATION OR AN OPINION OF COUNSEL TO SUCH EFFECT.

           Security Agreement : With respect to any Cooperative Loan, the agreement between the owner of the related Cooperative Shares and the originator of the related Mortgage Note that defines the terms of the security interest in such Cooperative Shares and the related Proprietary Lease.

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

           Senior Certificate Group : Senior Certificate Group I, Senior Certificate Group II, Senior Certificate Group III or Certificate Group IV, as applicable.

           Senior Certificate Group I : The Class A-1 Certificates and the portion of the Class A-X Certificates derived from the Group 1 Mortgage Loans.

           Senior Certificate Group II : The Class A-2 Certificates and the portion of the Class A-X Certificates derived from the Group 2 Mortgage Loans.

           Senior Certificate Group III : The Class A-3 Certificates and the portion of the Class A-X Certificates derived from the Group 3 Mortgage Loans.

           Senior Certificate Group IV : The Class A-4 Certificates, the Class A-4X Certificates and the portion of the Class A-X Certificates derived from the Group 4 Mortgage Loans.

           Senior Certificate Pass-Through Rate : The Class A-1 Pass-Through Rate, Class A-2 Pass-Through Rate, Class A-3 Pass-Through Rate, Class A-4 Pass-Through Rate, Class A-4X Pass-Through Rate or Class A-X Pass-Through Rate.

           Senior Certificates : The Senior Principal Certificates and the Notional Amount Certificates.

           Senior Percentage : For any Senior Certificate Group on any Distribution Date, the lesser of (i) 100% and (ii) the percentage (carried to six places rounded up) obtained by dividing the aggregate Current Principal Amount of the Senior Principal Certificates in that Senior Certificate Group immediately preceding that Distribution Date by the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Mortgage Loan Group as of the first day of the related Due Period.

           Senior Principal Certificates : Class A-1, Class A-2, Class A-3 and Class A-4 Certificates.

           Servicer : Each of the several servicers of the Mortgage Loans as set forth and as individually defined in Exhibit H hereto and any successors thereto.

           Servicer Account : Any account established and maintained for the benefit of the Master Servicer or the Trust by each Servicer with respect to the related Mortgage Loans and any REO Property, pursuant to the terms of the respective Servicing Agreement.

           Servicer Remittance Date : With respect to each Mortgage Loan, the 18th day of each month, or, if such day is not a Business Day, the next Business Day.

           Servicing Agreements : The servicing agreements relating to the Mortgage Loans as set forth in Exhibit H hereto, servicing arrangements for any Mortgage Loans under the Mortgage Loan Seller’s Correspondents Sellers Guide, and any other servicing agreement entered into between a successor servicer and the Seller or the Trustee on behalf of the Trust pursuant to the terms hereof.

           Servicing Certification : A written certification of a Servicer (including the Master Servicer when acting as a direct servicer of Mortgage Loans) provided to the Master Servicer or to such other Person as may be providing the certification required by the Sarbanes-Oxley Act of 2002 as back-up for such latter certification, in the form attached as an exhibit to or provided for in the applicable Servicing Agreement.

           Servicing Fee : As to any Mortgage Loan and Distribution Date, an amount equal to the product of (i) the Scheduled Principal Balance of such Mortgage Loan as of the Due Date in the preceding calendar month and (ii) the applicable Servicing Fee Rate.

           Servicing Fee Rate : As to any Mortgage Loan, a per annum rate as set forth in the Mortgage Loan Schedule for the related Servicer.

           Significant Modification : The meaning given to such term in Section 3.21(b) hereto.

           Significant Modification Mortgage Loan : The meaning given to such term in Section 3.21(b) hereto.

           Startup Day : The Closing Date.

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

           Subordinate Certificate Pass-Through Rate : With respect to a Class of Subordinate Certificates and any Distribution Date, the weighted average of the weighted average of the Net Rates of the Mortgage Loans for each Mortgage Loan Group, weighted on the basis of the excess of the aggregate Scheduled Principal Balance of the Mortgage Loans in each Mortgage Loan Group for the immediately preceding Distribution Date over the Current Principal Amount of the related Senior Principal Certificates, less, on and after the distribution date in December 2015, the related Final Maturity Reserve Rate.

           Subordinate Certificate Writedown Amount : As to any Distribution Date, the amount by which (a) the sum of the Current Principal Amounts of all the Certificates (after giving effect to the distribution of principal and the allocation of applicable Realized Losses in reduction of the Current Principal Amounts of such Certificates on such Distribution Date) exceeds (b) the aggregate Scheduled Principal Balances of the Mortgage Loans on the Due Date related to such Distribution Date.

           Subordinate Optimal Principal Amount : For the Subordinate Certificates with respect to any Distribution Date, an amount equal to the sum, without duplication, of the following for each of the Mortgage Loan Groups (but in no event greater than the aggregate Current Principal Amount of the Subordinate Certificates immediately prior to such Distribution Date):

(i)      the applicable Subordinate Percentage of the principal portion of all Scheduled Payments due on each Outstanding Mortgage Loan in the related Mortgage 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 applicable Subordinate Prepayment Percentage of each Principal Payment in part during the related Prepayment Period with respect to each Mortgage Loan in the related Mortgage Loan Group, together with the applicable Subordinate Prepayment Percentage of the Scheduled Principal Balance of each Mortgage Loan in the related Mortgage Loan Group that was the subject of a Principal Prepayment in full during the related Prepayment Period;

(iii)      the excess, if any, of (A) all Net Liquidation Proceeds with respect to the Mortgage Loans in the related Mortgage Loan Group allocable to principal received during the related Prepayment Period over (B) the sum of the amounts distributable to the holders of the related Senior Principal Certificates pursuant to clause (iii) of the definition of Group Senior Optimal Principal Amount for the related Senior Certificate Group on such Distribution Date;

(iv)      the applicable Subordinate Prepayment Percentage of the sum of (a) the Scheduled Principal Balance of each Mortgage Loan in the related Mortgage Loan Group or related REO Property which was purchased by TMI or repurchased by Thornburg during the related Prepayment Period and (b) the difference, if any, between the Scheduled Principal Balance of a Mortgage Loan in the related Mortgage Loan Group that has been replaced with a Substitute Mortgage Loan during the related Prepayment Period and the Scheduled Principal Balance of such Substitute Mortgage Loan; and

(v)      on the Distribution Date on which the Current Principal Amount of the Senior Principal Certificates in the related Senior Certificate Group has been reduced to zero, 100% of any applicable Senior Optimal Principal Amount.

After the aggregate Current Principal Amount of the Subordinate Certificates has been reduced to zero, the Subordinate Optimal Principal Amount shall be zero.

           Subordinate Percentage : For the Subordinate Certificates with respect to a Mortgage Loan Group on any Distribution Date, 100% minus the Senior Percentage for the related Senior Certificate Group.

           Subordinate Prepayment Percentage : For the Subordinate Certificates with respect to a Mortgage Loan Group on any Distribution Date, 100% minus the related Group Senior Prepayment Percentage, provided that, on any Distribution Date after the Current Principal Amount of the Senior Principal Certificates in a Senior Certificate Group have been reduced to zero, the Subordinate Prepayment Percentage for the Subordinate Certificates with respect to the related Mortgage Loan Group will equal 100%.

           Subordination Doubling Test : The Subordination Doubling Test will have been satisfied for any Distribution Date if the weighted average Subordinate Percentage equals or exceeds 6.40% on such Distribution Date.

           Subsequent Recovery : The recovery of any amount (including the release of surplus funds held to cover expenses) in respect of, and after a Mortgage Loan becomes, a Liquidated Mortgage Loan.

           Substitute Mortgage Loan : A mortgage loan tendered to the Trustee or the Custodian as its agent on behalf of the Trust 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 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, (viii) is not a Cooperative Loan unless such Mortgage Loan was a Cooperative Loan; (ix) 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; and (x) is a “qualified mortgage” as defined in Section 860G(a)(3) of the Code; provided, however, that no mortgage loan will be eligible to become a Substitute Mortgage Loan if its inclusion in the Trust would be in violation of the provisions of Section 2.04 hereof.

           Substitution Adjustment Amount : The meaning set forth in Section 2.04.

           Tax Administration and Tax Matters Person : The Securities Administrator or any successor thereto or assignee thereof shall serve as tax administrator hereunder and as agent for each Tax Matters Person. The Holder of each Class of Residual Certificates shall be the Tax Matters Person for the related REMIC, as more particularly set forth in Section 9.12 hereof.

           TMI : Thornburg Mortgage, Inc., a Maryland corporation, and its successors and assigns.

           Trust : Thornburg Mortgage Securities Trust 2005-4, the Delaware statutory trust created pursuant to the Original Trust Agreement and the Certificate of Trust, and the assets of which consist of the Mortgage Loans and the other assets described in Section 2.01(a).

           Trustee : U.S. Bank National Association, or its successor in interest, or any successor trustee appointed as herein provided.

           UCC : The Uniform Commercial Code as in effect in the applicable jurisdiction.

           Undercollateralization Amount : For any Distribution Date prior to the Cross-Over Date and any Senior Certificate Group, the amount, if any, by which, after giving effect to distributions on such Distribution Date pursuant to clauses 1 through 3 of Section 6.01(a), the Current Principal Amount of the Senior Principal Certificates in such Senior Certificate Group would exceed the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Mortgage Loan Group.

           Undercollateralization Interest : For any Undercollateralized Group on any Distribution Date, any unpaid Accrued Certificate Interest on the related Undercollateralization Amount.

           Undercollateralized Group : For any Distribution Date, a Senior Certificate Group as to which an Undercollateralization Amount exists.

           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 related 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 Class R 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, 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.

           Upper Tier REMIC : REMIC III

           Yield Maintenance Account : The account maintained by the Securities Administrator pursuant to Section 4.08 which shall be entitled “Yield Maintenance Account, Wells Fargo Bank, N.A., in trust for the registered Holders of Thornburg Mortgage Securities Trust 2005-4, Mortgage Loan Pass-Through Certificates, Series 2005-4" and which must be an Eligible Account.

           Yield Maintenance Agreement : Each interest rate cap agreement, by and between the Yield Maintenance Counterparty and the Securities Administrator, including the ISDA Master Agreement between the Yield Maintenance Counterparty and the Securities Administrator, the schedule thereto and the related confirmations (Ref. No. IRG6899857, Ref. No. IRG6899868, Ref. No. IRG6899870 and Ref. No. IRG6899894), each dated as of December 22, 2005.

           Yield Maintenance Amounts : For each Yield Maintenance Agreement and any Distribution Date, the amount, if any, to be paid by the Yield Maintenance Counterparty to the Securities Administrator pursuant to such Yield Maintenance Agreement, as calculated by the Yield Maintenance Counterparty and based on information in the Remittance Report delivered to it pursuant to Section 6.04.

           Yield Maintenance Counterparty : The Royal Bank of Scotland plc.

ARTICLE IA

ORGANIZATION

          Section 1A.01. Name of Trust . The name of the Trust formed pursuant to the Original Trust Agreement and the Certificate of Trust and to which this Agreement relates is “Thornburg Mortgage Securities Trust 2005-4,” in which name the Trustee may conduct the business and affairs of the Trust, make and execute contracts and agreements on behalf of the Trust and sue and be sued.

          Section 1A.02. Office . The office of the Trust shall be in care of the Delaware Trustee, and an additional office of the Trust shall be in care of the Trustee. In the case of the Delaware Trustee the office of the Trust shall be located at 1100 Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 and in the case of the Trustee, the office of the Trust shall be located at its Corporate Trust Office, or at such other address as the Delaware Trustee or the Trustee may designate by written notice to the Certificateholders, each Rating Agency and the other parties to this Agreement.

          Section 1A.03. Declaration of Trust . Under the Original Trust Agreement and effective as of the date hereof, the Depositor appointed U.S. Bank National Association as Trustee of the Trust, to have all the rights powers and duties set forth therein. Under the Original Trust Agreement and effective as of the date thereof, the Depositor appointed Wilmington Trust Company to act as Delaware Trustee thereunder. It is the intention of the parties hereto that the Trust constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del . Code § 3801 et seq ., as the same may be amended from time to time (the “Delaware Statutory Trust Statute”), and that this Agreement amends and restates in its entirety the Original Trust Agreement and constitutes the governing instrument of such statutory trust. Effective as of the date hereof, the Trustee and the Delaware Trustee shall have all rights, powers and duties set forth in the Delaware Statutory Trust Statute with respect to accomplishing the purposes of the Trust. It is hereby confirmed that the Trustee and the Delaware Trustee were authorized to execute the Original Trust Agreement and to file a Certificate of Trust in substantially the form of Exhibit J with the Secretary of State of Delaware, on behalf of the Trust.

          Section 1A.04. Purpose and Powers . The purposes of the Trust are (i) to issue the Certificates and to sell the Certificates to or at the direction of the Depositor; (ii) with the proceeds of the sale of the Certificates, to purchase the Mortgage Loans and all related assets and to pay any organizational start-up and transactional expenses of the Trust; (iii) to enter into this Agreement and to perform its obligations hereunder; (iv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (v) subject to compliance with this Agreement, to engage in such other activities as may be required in connection with the conservation of the assets of the Trust and the making of distributions to the Certificateholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement.

          Section 1A.05. Liability of the Certificateholders . The Certificateholders shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.

          Section 1A.06. Title To Trust Property . Legal title to the assets of the Trust shall be vested at all times in the Trust as a separate legal entity except where applicable law in any jurisdiction requires title to any part of the Trust to be vested in a trustee or trustees, in which case title shall be deemed to be vested in the Trustee, the Delaware Trustee, a co-trustee and/or a separate trustee, as the case may be, and in each case on behalf of the Trust. The Certificateholders shall not have legal title to any part of the assets of the Trust. No transfer by operation of law or otherwise of any interest of the Certificateholders shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of any part of the assets of the Trust. The Trustee, in such capacity is hereby authorized to hold all assets of the Trust on behalf of the Trust, or to have the Custodian hold assets of the Trust on behalf of the Trustee, in each case for the benefit of the Certificateholders.

          Section 1A.07. Situs of Trust . The Trust will be located in the State of Delaware and administered in the States of Delaware, Massachusetts, Illinois, Maryland and Minnesota. Nothing herein shall restrict or prohibit the Trustee from having employees within or without the State of Delaware. The Trust may also be qualified to do business in the State of New York.

          Section 1A.08. The Delaware Trustee . (a)  The Delaware Trustee is appointed to serve as the trustee of the Trust in the State of Delaware for the sole purpose of satisfying the requirement of Section 3807(a) of the Delaware Statutory Trust Statute that the Trust have at least one trustee with a principal place of business in the State of Delaware. It is understood and agreed by the parties hereto that the Delaware Trustee shall have none of the duties or liabilities of the Trustee.

           (b)      The duties of the Delaware Trustee shall be limited to (i) accepting legal process served on the Trust in the State of Delaware and (ii) the execution of any certificates required to be filed with the Delaware Secretary of State which the Delaware Trustee is required to execute under Section 3811 of the Delaware Statutory Trust Statute. To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or the Certificateholders, it is hereby understood and agreed by the other parties hereto that such duties and liabilities are replaced by the duties and liabilities of the Delaware Trustee expressly set forth in this Agreement. The Delaware trustee shall have no liability for the acts or omissions of the Trustee. Except as provided above, the Delaware Trustee shall not be deemed to be a trustee and shall have no management responsibilities or owe any fiduciary duties to the Trust or the Certificateholders.

           (c)     The Delaware Trustee may be removed by the Trustee upon thirty days prior written notice to the Delaware Trustee. The Delaware Trustee may resign upon thirty days prior written notice to the Trustee. No resignation or removal of the Delaware Trustee shall be effective except upon the appointment of a successor Delaware trustee. If no successor has been appointed within such thirty day period, the Delaware Trustee or the Trustee may, at the expense of the Trust, petition a court to appoint a successor Delaware trustee.

           (d)     Any Person into which the Delaware Trustee may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Delaware Trustee shall be a party, or any Person which succeeds to all or substantially all of the corporate trust business of the Delaware Trustee, shall be the successor Delaware Trustee under this Agreement without the execution, delivery or filing of any paper or instrument or further act to be done on the part of the parties hereto, except as may be required by applicable law.

           (e)     The Delaware Trustee shall be entitled to all of the same rights, protections indemnities and immunities under this Agreement and with respect to the Trust as the Trustee. No amendment or waiver of any provision of this Agreement which adversely affects the Delaware Trustee shall be effective against it without its prior written consent.

           (f)     In the event of the appointment of a successor Delaware Trustee, such successor shall cause an amendment to the Certificate of Trust to be filed with the Secretary of State of Delaware in accordance with Section 3810 of the Delaware Statutory Trust Statute, indicating the change of such Delaware Trustee’s identity. In addition, until the termination of the Trust and this Agreement, either the Trustee or Delaware Trustee shall at all times fulfill the requirements of the Delaware Statutory Trust Statute.

           (g)     Upon the winding up of the Trust, the Delaware Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State of Delaware in accordance with Section 3810 of the Delaware Statutory Trust Statute.

          Section 1A.09 Separateness Provisions . The Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Trust shall neither incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets except as specifically provided for herein. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor or any of its Affiliates or the Seller. The Trust shall not engage in any business activity other than as contemplated by this Agreement and related documentation. The Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by this Agreement and related documentation. Other than as contemplated by this Agreement and related documentation, the Trust shall not follow the directions or instructions of the Depositor. The Trust shall conduct its own business in its own name. The Trust shall observe all formalities required under the Delaware Statutory Trust Statute. The Trust shall not hold out its credit as being available to satisfy the obligations of any other person or entity. The Trust shall not acquire the obligations or securities of its Affiliates or the Seller. Other than as contemplated by this Agreement and related documentation, the Trust shall not pledge its assets for the benefit of any other person or entity. The Trust shall correct any known misunderstanding regarding its separate identity. The Trust shall not identify itself as a division of any other person or entity.

          For accounting purposes, the Trust shall be treated as an entity separate and distinct from any Certificateholder. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. This Agreement is and shall be the only agreement among the parties hereto with respect to the creation, operation and termination of the Trust.

ARTICLE II

Conveyance of Mortgage Loans;
Original Issuance of Certificates

           Section 2.01 Conveyance of Mortgage Loans and Other Assets to the Trust. (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 (and excluding any Retained Interest on, and Prepayment Penalty Amounts paid with respect to, a Mortgage Loan); (ii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in each Servicer Account and as may be held in the Distribution Account (but, in each case, excluding all investment earnings thereon) for the benefit of the Trust, (iii) any REO Property, (iv) 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), (v) the rights of the Depositor in, but none of the obligations of the Depositor with respect to, the Mortgage Loan Purchase Agreement, including but not limited to Depositor’s rights and obligations pursuant to each of the Servicing Agreements (noting that the Seller has also retained the right in the event of breach of the representations, warranties and covenants, if any, with respect to the related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce the provisions thereof and to seek all or any available remedies), (vi) its rights with respect to each of the Servicing Agreements, (vii) with respect to Additional Collateral Mortgage Loans (a) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Additional Collateral Mortgage Loan, (b) its security interest in and to any Additional Collateral, and (c) its right to receive payments in respect of any Additional Collateral Mortgage Loan pursuant to the related Servicing Agreement, in each case, as previously conveyed to the Seller, and the Depositor, (viii) the Final Maturity Reserve Account, the Yield Maintenance Account and the Auction Proceeds Account and (ix) any proceeds of the foregoing. The Seller hereby consents to such transfer of the Depositor’s right, title and interest as set forth above.

          The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Seller or the Depositor or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto. The obligations of the Seller to substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee’s, the Trust’s and the Certificateholders’ sole remedy for any breach thereof. At the request of the Trustee, the Depositor shall take such actions as may be necessary to enforce the above right, title and interest on behalf of the Trustee and the Trust or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement. The Seller hereby consents to such transfer of the Depositor’s right, title and interest as set forth above.

          In addition to the foregoing, the Depositor shall deliver to the Securities Administrator on the Closing Date, for deposit into the Distribution Account, the sum of $150.00, to be distributed in accordance with the last paragraph of Section 6.01(a) hereof.

          For purposes of complying with the requirements of the Asset-Backed Securities Facilitation Act of the State of Delaware, 6 Del. C. § 2701A, et seq. (the “Securitization Act”), each of the parties hereto hereby agrees that:

(i)      any property, assets or rights purported to be transferred, in whole or in part, by the Depositor pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of the Depositor;

(ii)      none of the Depositor, its creditors or, in any insolvency proceeding with respect to the Depositor or the Depositor’s property, a bankruptcy trustee, receiver, debtor, debtor in possession or similar person, to the extent the issue is governed by Delaware law, shall have any rights, legal or equitable, whatsoever to reacquire (except pursuant to a provision of this Agreement), reclaim, recover, repudiate, disaffirm, redeem or recharacterize as property of the Depositor any property, assets or rights purported to be transferred, in whole or in part, by the Depositor pursuant to this Agreement (including the Assignment);

(iii)      in the event of a bankruptcy, receivership or other insolvency proceeding with respect to the Depositor or the Depositor’s property, to the extent the issue is governed by Delaware law, such property, assets and rights shall not be deemed to be part of the Depositor’s property, assets, rights or estate; and

(iv)      the transaction contemplated by this Agreement shall constitute a “securitization transaction” as such term is used in the Securitization Act.

          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 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, and that this Agreement shall constitute a security agreement under applicable law.

           (b)     In connection with such transfer and assignment, the Seller, on behalf of the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian acting on the Trustee’s behalf, the following documents or instruments with respect to each Mortgage Loan (each a “Mortgage File”) so transferred and assigned:

(i)      with respect to each Mortgage Loan, (A) the original Mortgage Note endorsed without recourse, in blank or in substantially the following form: pay to the order of U.S. Bank National Association, as Trustee for Thornburg Mortgage Securities Trust 2005-4, without recourse (in each case, with all necessary intervening endorsements as applicable) or (B) Lost Note Affidavits in lieu thereof; provided, however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans which represent less than or equal to 2% of the Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date;

(ii)      the original of any guarantee, security agreement or pledge agreement relating to any Additional Collateral, if applicable, and executed in connection with the Mortgage Note, assigned to the Trustee on behalf of the Trust;

(iii)      with respect to each Mortgage Loan (other than a Cooperative Loan), the original recorded Security Instrument with evidence of recording indicated thereon and the original recorded power of attorney, if the Security Instrument was executed pursuant to a power of attorney, with evidence of recording thereon or, if such Security Instrument or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Security Instrument or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording. If, in connection with any Mortgage Loan, the Seller cannot deliver the Security Instrument with evidence of recording thereon on or prior to the Closing Date because of a delay caused by the public recording office where such Security Instrument has been delivered for recordation or because such Security Instrument has been lost, the Seller shall deliver or cause to be delivered to the Trustee (or its Custodian) as agent for the Trustee on behalf of the Trust, in the case of a delay due to recording, a true copy of such Security Instrument, pending delivery of the original thereof, together with an Officer’s Certificate of the Seller certifying that the copy of such Security Instrument delivered to the Trustee (or its Custodian) as agent for the Trustee is a true copy and that the original of such Security Instrument has been forwarded to the public recording office, or, in the case of a Security Instrument that has been lost, a copy thereof (certified as provided for under the laws of the appropriate jurisdiction) and a written Opinion of Counsel acceptable to the Trustee and the Seller that an original recorded Security Instrument is not required to enforce the Trustee’s interest in the Mortgage Loan;

(iv)      the original or a copy of each assumption, modification or substitution agreement, if any, relating to the Mortgage Loans, or, as to any assumption, modification or substitution agreement which cannot be delivered on or prior to the Closing Date because of a delay caused by the public recording office where such assumption, modification or substitution agreement has been delivered for recordation, a photocopy of such assumption, modification or substitution agreement, pending delivery of the original thereof, together with an Officer’s Certificate of the Seller certifying that the copy of such assumption, modification or substitution agreement delivered to the Trustee (or the Custodian as its Agent) on behalf of the Trust is a true copy and that the original of such agreement has been forwarded to the public recording office;

(v)      with respect to each Non-MERS Mortgage Loan (other than a Cooperative Loan), the original assignment of mortgage for each Mortgage Loan;

(vi)      if applicable, such original intervening assignments of the Security Instrument, notice of transfer or equivalent instrument (each, an “Intervening Assignment”), as may be necessary to show a complete chain of assignment from the originator, or, in the case of an Intervening Assignment that has been lost, a written Opinion of Counsel acceptable to the Trustee that such original Intervening Assignment is not required to enforce the Trustee’s interest in the Mortgage Loans;

(vii)      the original Primary Mortgage Insurance Policy, if any, certificate or policy number, if private mortgage guaranty insurance is required;

(viii)      with respect to each Mortgage Loan (other than a Cooperative Loan), the original mortgagee title insurance policy or attorney’s opinion of title and abstract of title;

(ix)      the original of any security agreement, chattel mortgage or equivalent executed in connection with the Security Instrument or as to any security agreement, chattel mortgage or their equivalent that cannot be delivered on or prior to the Closing Date because of a delay caused by the public recording office where such document has been delivered for recordation, a photocopy of such document, pending delivery of the original thereof, together with an Officer’s Certificate of the Seller certifying that the copy of such security agreement, chattel mortgage or their equivalent delivered to the Trustee (or its custodian) on behalf of the Trust is a true copy and that the original of such document has been forwarded to the public recording office; and

(x)      with respect to any Cooperative Loan, the Cooperative Loan Documents.

          Notwithstanding the above, the Mortgage files to be delivered and deposited with the Trustee, or the Custodian for the Mortgage Loans serviced by Wells Fargo Bank, N.A. (“WFB”), shall include only the documents or instruments referred to in (i), (ii), (iv) and (v) above and the other documents identified above shall be retained and held by WFB, as servicer, as provided in the Reconstituted Servicing Agreement dated as of December 1, 2005, between the Seller and WFB, and acknowledged by the Master Servicer and the Trustee (the “WFB Servicing Agreement”); provided that within 60 days of the occurrence of a Document Transfer Event, WFB, as Servicer shall deliver or cause to be delivered to and deposited with the Trustee, or the Custodian, the documents and instruments so retained by it consisting of the documents or instruments referred to in (iii) and (vi) – (x) above.

          In addition to the foregoing, the Mortgage Files to be delivered and deposited with the Trustee, or the Custodian as its agent for the Mortgage Loans serviced by Bank of America (“BofA”), shall include only the documents or instruments referred to in (i) and (ii) above and the other documents identified above shall be delivered and deposited with the Trustee, or the Custodian as its agent for the Mortgage Loans serviced by BofA no later than 365 days after the Closing Date.

           (c)     (i)     Assignments of each Security Instrument with respect to each Non-MERS Mortgage Loan (other than a Cooperative Loan) shall be recorded; provided, however, that such assignments need not be recorded if, in the Opinion of Counsel (which must be from Independent counsel and not at the expense of the Trust or the Trustee) acceptable to the Trustee, each Rating Agency and the Master Servicer, recording in such states is not required to protect the Trust’s interest in the related Non-MERS Mortgage Loans; provided , however , notwithstanding the delivery of any Opinion of Counsel, each assignment of Security Instrument shall be submitted for recording by the Seller (or the Seller will cause the applicable Servicer to submit each such assignment for recording), at the cost and expense of the Seller, in the manner described above, at no expense to the Trust or Trustee, upon the earliest to occur of (1) reasonable direction by the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust, (2) the occurrence of a bankruptcy or insolvency relating to the Seller or the Depositor, or (3) with respect to any one assignment of Security Instrument, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Subject to the preceding sentence, as soon as practicable after the Closing Date (but in no event more than 3 months thereafter except to the extent delays are caused by the applicable recording office), the Seller shall properly record (or the Seller will cause the applicable Servicer to properly record), at the expense of the Seller (with the cooperation of the Depositor, the Trustee and the Master Servicer), in each public recording office where the related Mortgages are recorded, each assignment referred to in subsection (b)(v) above with respect to a Non-MERS Mortgage Loan.

(ii)      With respect to each Cooperative Loan, the Seller will take (or shall cause the applicable Servicer to take), at the expense of the Seller (with the cooperation of the Depositor, the Trustee and the Master Servicer), such actions as are necessary under applicable law in order to perfect the interest of the Trust in the related Mortgaged Property.

(iii)      With respect to each MERS Mortgage Loan, the Seller will take (or shall cause the applicable Servicer to take), at the expense of the Seller (with the cooperation of the Depositor, the Trustee and the Master Servicer), such actions as are necessary to cause the Trust to be clearly identified as the owner of each such Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

           (d)     In addition, in instances where a title insurance policy is required to be delivered to the Trustee, or to the Custodian as agent for the Trustee on behalf of the Trust, under clause (b)(viii) above and is not so delivered, the Seller will provide a copy of such title insurance policy to the Trustee, or to the Custodian on behalf of the Trustee, as promptly as practicable after the execution and delivery hereof, but in any case within 180 days of the Closing Date.

           (e)     For Mortgage Loans (if any) that have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, herewith delivers to the Trustee, or to the Custodian as agent for the Trustee on behalf of the Trust, an Officer’s Certificate which shall include a statement to the effect that all amounts received in connection with such prepayment that are required to be deposited in the Distribution Account are to be remitted by the related Servicers in accordance with their respective Servicing Agreements. All original documents that are not delivered to the Trustee or the Custodian as agent for the Trustee on behalf of the Trust shall be held by the Master Servicer or the applicable Servicer in trust for the Trustee, for the benefit of the Trust and the Certificateholders.

           Section 2.02 Acceptance of Mortgage Loans and Other Trust Assets by Trustee . (a) The Trustee acknowledges the sale, transfer and assignment of the Mortgage Loans and other assets as provided in Section 2.01(a) to the Trust by the Depositor and receipt by the Custodian on its behalf of, subject to further review and the exceptions which may be noted pursuant to the procedures described below, and declares that it or the Custodian on its behalf holds, the documents (or certified copies thereof) delivered to the Custodian, pursuant to Section 2.01(b), and declares that it or the Custodian on its behalf will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust delivered to it as Trustee or to the Custodian on its behalf in trust for the Trust (for the benefit of all present and future Holders of the Certificates). On the Closing Date, the Trustee (or Custodian on its behalf), with respect to the Mortgage Loans, shall acknowledge with respect to each Mortgage Loan by an Initial Certification substantially in the form of Exhibit C-1 hereto (i) receipt of a Mortgage File containing an original Mortgage Note, but without review of any such Mortgage File, except to the extent necessary to confirm that such Mortgage File contains the related Mortgage Note or (ii) that a Lost Note Affidavit has been delivered with respect thereto. 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 Seller, the Depositor and the Master Servicer, an Interim Certification substantially in the form annexed as Exhibit C-2 hereto. 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 not to have been executed or received, or to be unrelated to the Mortgage Loans identified in Exhibit B or to appear to be defective on its face, the Trustee or the Custodian, as its agent, shall promptly notify the Seller (provided, however, that with respect to those documents described in subsection (b)(iv), (b)(vi), (b)(vii) and (b)(ix) of Section 2.01, the Trustee’s obligations shall extend only to the documents actually delivered pursuant to such subsections). 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 Trust or 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 days from the Trustee’s or the Custodian’s notification, to purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, an Officer’s Certificate confirming that such documents have been accepted for recording, and delivery to the Trustee (or the Custodian, as its agent) shall be effected by the Seller within thirty days of its receipt of the original recorded document.

           (b)     No later than 180 days after the Closing Date, the Trustee (or the Custodian, as its agent) will determine whether all documents in the Mortgage Files required to be delivered to it were delivered to it and will execute and deliver or cause to be executed and delivered to the Seller, the Depositor, the Trustee and the Master Servicer a Final Certification substantially in the form annexed as Exhibit C-3 hereto. In addition to the foregoing, the Trustee (or the Custodian, as its agent) will execute an additional Final Certification substantially in the form annexed as Exhibit C-3 hereto no later than 450 days after the Closing Date with respect to the documentation permitted to be provided no later than 365 days after the Closing Date by Bank of America pursuant to Section 2.01(b). In making such determination, the Trustee (or the Custodian, as its agent) will ascertain whether an original of each document required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee (or the Custodian, as its agent) finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B or to appear defective on its face, the Trustee (or the Custodian, as its agent) shall promptly notify the Seller (provided, however, that with respect to those documents described in subsection (b)(iv), (b)(vi), (b)(vii) and (b)(ix) of Section 2.01, the Trustee’s and Custodian’s obligations shall extend only to the documents actually delivered to the Custodian pursuant to such subsections). In accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any such defect or the Seller shall deliver to the Trustee an Opinion of Counsel to the effect that such defect does not materially or adversely affect the interests of the Trust or the Certificateholders in such Mortgage Loan within 90 days from the date of notice from the Trustee (or the Custodian as its agent) of the defect and if the Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of the Trust or the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Seller’s obligation under the Mortgage Loan Purchase Agreement to purchase such Mortgage Loan at the Repurchase Price. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, an Officer’s Certificate confirming that such documents have been accepted for recording, and delivery to the Trustee (or the Custodian, as its agent) shall be effected by the Seller within thirty days of its receipt of the original recorded document.

           (c)     In the event that a Mortgage Loan is purchased by the Seller in accordance with Subsections 2.02(a) or (b) above or 2.03 below or as a consequence of a breach of representation or warranty under Section 2.07 below, the Seller shall remit to the Securities Administrator the Repurchase Price for deposit in the Distribution Account and the Seller shall provide to the Securities Administrator written details concerning the components of the Repurchase Price. Upon deposit of the Repurchase Price in the Distribution Account, the Securities Administrator shall notify the Depositor, the Trustee and the Master Servicer, and the Custodian as agent of the Trustee (upon receipt of a Request for Release to be executed by the Seller in the form of Exhibit D attached hereto with respect to such Mortgage Loan), shall release to the Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Securities Administrator. The Trustee or the Custodian as its agent shall amend the Mortgage Loan Schedule, which was previously delivered to it by the Depositor in a form agreed to between the Depositor and the Trustee, to reflect such repurchase and shall promptly notify each Rating Agency and the Master Servicer of such amendment. The obligation of the Seller to repurchase any Mortgage Loan as to which such a defect in a constituent document exists shall be the sole remedy respecting such defect available to the Trust, the Certificateholders, or to the Trustee on their behalf.

           Section 2.03 Mortgage Loan Purchase Agreement . If the Depositor, the Master Servicer, the Seller, the Securities Administrator or the Trustee discovers a breach of any of the representations and warranties set forth in the Mortgage Loan Purchase Agreement as incorporated by reference herein pursuant to Section 2.07, which breach materially and adversely affects the value of the interests of the Trust, the Certificateholders or the Trustee in the related Mortgage Loan, the party discovering the breach shall give prompt written notice of the breach to the other parties. The Seller, within 90 days of its discovery or receipt of notice that such breach has occurred (whichever occurs earlier), shall cure the breach in all material respects or, subject to the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable, shall purchase the Mortgage Loan or any property acquired with respect thereto from the Trust; provided, however, that if there is a breach of any representation set forth in the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable, and the Mortgage Loan or the related property acquired with respect thereto has been sold, then the Seller shall pay, in lieu of the Repurchase Price, any excess of the Repurchase Price over the Net Liquidation Proceeds received upon such sale. (If the Net Liquidation Proceeds exceed the Repurchase Price, any excess shall be paid to the Seller to the extent not required by law to be paid to the borrower.) Any such purchase by the Seller shall be made by providing an amount equal to the Repurchase Price to the Securities Administrator for deposit in the Distribution Account and written notification containing details of the components of such Repurchase Price. Upon receipt of notice from the Securities Administrator of the deposit of the Repurchase Price in the Distribution Account, the Seller shall execute and deliver a Request for Release in the form of Exhibit D attached hereto with respect to such Mortgage Loan, and the Custodian shall release, or the Trustee shall cause the Custodian to release, to the Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment furnished to it by the Seller, without recourse, representation or warranty as are necessary to vest in the Seller title to and rights under the Mortgage Loan or any property acquired with respect thereto. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Securities Administrator. The Trustee or the Custodian as its agent shall amend the Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Master Servicer and each Rating Agency of such amendment. Enforcement of the obligation of the Seller to purchase (or substitute a Substitute Mortgage Loan for) any Mortgage Loan or any property acquired with respect thereto (or pay the Repurchase Price as set forth in the above proviso) as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Trust, the Certificateholders or the Trustee on their behalf.

           Section 2.04 Substitution of Mortgage Loans . Notwithstanding anything to the contrary in this Agreement, in lieu of purchasing a Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement or Sections 2.02 or 2.03 of this Agreement, the Seller may, no later than the date by which such purchase by the Seller would otherwise be required, tender to the Trustee or the Custodian as its agent, on behalf of the Trust, a Substitute Mortgage Loan accompanied by a certificate of an authorized officer of the Seller that such Substitute Mortgage Loan conforms to the requirements set forth in the definition of “Substitute Mortgage Loan” in the Mortgage Loan Purchase Agreement and this Agreement; provided, however, that substitution pursuant to the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable, in lieu of purchase shall not be permitted after the termination of the two-year period beginning on the Startup Day; provided, further, that if the breach would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3) of the Code, any such cure or substitution must occur within 90 days from the date the breach was discovered. The Trustee or the Custodian, as its agent, shall examine the Mortgage File for any Substitute Mortgage Loan in the manner set forth in Section 2.02(a) and the Trustee or the Custodian, as its agent, shall notify the Seller, in writing, within five Business Days after receipt, whether or not the documents relating to the Substitute Mortgage Loan satisfy the requirements of the fourth sentence of Subsection 2.02(a). Within two Business Days after such notification, the Seller shall provide to the Securities Administrator for deposit in the Distribution Account the amount, if any, by which the Outstanding Principal Balance as of the next preceding Due Date of the Mortgage Loan for which substitution is being made, after giving effect to Scheduled Principal due on such date, exceeds the Outstanding Principal Balance as of such date of the Substitute Mortgage Loan, after giving effect to Scheduled Principal due on such date (a “Substitution Adjustment Amount”), which amount shall be treated for the purposes of this Agreement as if it were the payment by the Seller of the Repurchase Price for the purchase of a Mortgage Loan by the Seller. After such notification to the Seller and, if any such excess exists, the receipt by the Securities Administrator of such deposit, the Trustee, on behalf of the Trust, shall accept such Substitute Mortgage Loan which shall thereafter be deemed to be a Mortgage Loan hereunder. In the event of such a substitution, accrued interest on the Substitute Mortgage Loan for the month in which the substitution occurs and any Principal Prepayments made thereon during such month shall be the property of the Trust, and accrued interest for such month on the Mortgage Loan being repurchased by the Seller and any Principal Prepayments made thereon during such month shall be the property of the Seller. The Scheduled Principal on a Substitute Mortgage Loan due on the Due Date in the month of substitution shall be the property of the Seller and the Scheduled Principal on the Mortgage Loan for which the substitution is made due on such Due Date shall be the property of the Trust. Upon acceptance of the Substitute Mortgage Loan (and delivery to the Trustee (or Custodian) of a Request for Release for such Mortgage Loan), the Custodian as agent for the Trustee shall release or cause to be released to the Seller the related Mortgage File related to any Mortgage Loan released pursuant to the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable, and shall execute and deliver all instruments of transfer or assignment, without recourse, represenation or warranty in form as provided to it as are necessary to vest in the Seller title to and rights under any Mortgage Loan released pursuant to the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable. The Seller shall deliver the documents related to the Substitute Mortgage Loan in accordance with the provisions of the Mortgage Loan Purchase Agreement or Subsections 2.01(b) and 2.02(b) of this Agreement, as applicable, with the date of acceptance of the Substitute Mortgage Loan deemed to be the Closing Date for purposes of the time periods set forth in those Subsections. The representations and warranties set forth in the Mortgage Loan Purchase Agreement shall be deemed to have been made by the Seller with respect to each Substitute Mortgage Loan as of the date of acceptance of such Mortgage Loan by the Trustee on behalf of the Trust. The Master Servicer shall amend the Mortgage Loan Schedule to reflect such substitution and shall provide a copy of such amended Mortgage Loan Schedule to the Trustee and each Rating Agency.

           Section 2.05 Issuance of Certificates . The Trustee on behalf of the Trust acknowledges the assignment to it of the Mortgage Loans and the other assets comprising the Trust and, concurrently therewith, the Securities Administrator has signed, and authenticated and delivered to the Depositor, in exchange therefor, Certificates in such authorized denominations representing such Fractional Undivided Interests as the Depositor has requested. The Trustee agrees that it or the Custodian as its agent will hold the Mortgage Loans and such other assets as may from time to time be delivered to it or the Custodian as its agent segregated on the books of the Trustee or the Custodian, respectively, in trust for the benefit of the Trust and the Certificateholders.

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

           Section 2.06 Representations and Warranties Concerning the Depositor . The Depositor hereby represents and warrants to the Trustee, the Master Servicer and the Securities Administrator as follows:

(i)      the Depositor (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (b) is qualified and in good standing as a foreign corporation to do business in each jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on the Depositor’s business as presently conducted or on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby;

(ii)      the Depositor has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement;

(iii)      the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the articles of incorporation or by-laws of the Depositor, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Depositor’s ability to enter into this Agreement and to consummate the transactions contemplated hereby;

(iv)      the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made;

(v)      this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally);

(vi)      there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened against the Depositor, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect the Depositor’s ability to enter into this Agreement or perform its obligations under this Agreement; and the Depositor is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement; and

(vii)      immediately prior to the transfer and assignment to the Trustee on behalf of the Trust, each Mortgage Note and each Mortgage were not subject to an assignment or pledge, and the Depositor had good and marketable title to and was the sole owner thereof and had full right to transfer and sell such Mortgage Loan to the Trustee on behalf of the Trust free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest.

           Section 2.07 Representations and Warranties Concerning the Mortgage Loans . (a) The representations and warranties of the Seller with respect to the Mortgage Loans contained in Section 7 of the Mortgage Loan Purchase Agreement (including Exhibit 3 thereto) are incorporated by reference herein and are hereby restated in their entirety, as of the Closing Date, by the Seller for the benefit of the Trust and the Certificateholders.

           (b)      The Depositor hereby represents and warrants to the Trustee and the Trust, as of the Closing Date, with respect to each Mortgage Loan being sold by it that (i) it had good and transferable title to each such Mortgage Loan at the time of its sale to the Trust, and (ii) each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1).

           (c)     In the event of a breach of a representation or warranty regarding a Mortgage Loan by the Seller, the Seller, shall repurchase or substitute for such Mortgage Loan in accordance with the provisions of Section 2.03 or 2.04 hereof, and in the event of a breach of a representation or warranty regarding a Mortgage Loan by the Depositor, the Depositor, shall repurchase or substitute for such Mortgage Loan in accordance with the provisions of Section 2.03 or 2.04 hereof as if the Depositor were the Seller. None of the Trustee, the Trust or the Certificateholders shall have any remedy other than the requirement that a Mortgage Loan be repurchased or substituted for by either the Seller or the Depositor, as applicable, with respect to any breaches of representations or warranties with respect to such Mortgage Loan.

           (d)     Notwithstanding that any representation or warranty made by the Seller in Section 7 of the Mortgage Loan Purchase Agreement (including Exhibit 3 thereto) is made only to the best of the Seller’s knowledge, the Seller shall be obligated under this Section 2.07 to repurchase or substitute for any Mortgage Loan with respect to which such representation or warranty was untrue as of the Cut-off Date, the Closing Date, or otherwise, as applicable, irrespective of the Seller’s lack of knowledge thereof.

           Section 2.08 Appointment of Custodian . LaSalle Bank National Association is hereby appointed Custodian of the Mortgage Loans and the related Mortgage Files on behalf of the Trustee and pursuant to the Custodial Agreement. The Custodian shall be compensated for its services as Custodian by Thornburg, pursuant to a separate agreement between Thornburg and LaSalle Bank National Association. In the event that the Custodian is owed any sums not paid by Thornburg, the Custodian shall be entitled to reimbursement for such amounts as an expense of the Trust pursuant to Section 9.05 hereof. The Trustee, with the consent of Thornburg, may enter into an agreement with another third-party to assume the role of custodian hereunder, provided that (i) such Agreement shall be substantially in the form of Exhibit G hereto, (ii) such custodian shall be acceptable to each Rating Agency and the Depositor, and (iii) the Trustee, unless such successor Custodian is appointed at the request of Thornburg, then Thornburg, shall be responsible for all costs and expenses relating to the transference of the Mortgage Files to such successor custodian.

ARTICLE III

Administration and Servicing of Mortgage Loans

           Section 3.01 Master Servicer . The Master Servicer shall supervise, monitor and oversee the obligation of the Servicers to service and administer their respective Mortgage Loans in accordance with the terms of the applicable Servicing Agreement and, where applicable, the Correspondent Sellers Guide and the Master Servicing Guide, and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices and, where applicable, the Master Servicing Guide. Furthermore, the Master Servicer shall oversee and consult with each Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by each Servicer and shall cause each Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by such Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicers’ and Master Servicer’s records, and based on such reconciled and corrected information, prepare the statements specified in Section 6.04 and any other information and statements required hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicers to the related Servicer Accounts pursuant to the applicable Servicing Agreements.

          The Trustee shall furnish the Servicers and the Master Servicer with any limited powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Servicers and the Master Servicer to service and administer the related Mortgage Loans and REO Property, which limited powers of attorney shall provide that the Trustee will not be liable for the actions or omissions of the Servicers or Master Servicer in exercising such powers.

          The Trustee or the Custodian as its agent shall provide access to the records and documentation in possession of the Trustee or the Custodian regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Custodian; provided, however, that, unless otherwise required by law, the Trustee or the Custodian as its agent shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee or the Custodian as its agent shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s or the Custodian’s actual costs.

          The Trustee shall execute and deliver to the related Servicer and the Master Servicer any court pleadings, requests for trustee’s sale or other documents necessary or desirable to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity.

           Section 3.02 REMIC-Related Covenants . For as long as each REMIC shall exist, the Trustee and the Securities Administrator shall act in accordance herewith to assure continuing treatment of such REMIC as a REMIC, and the Trustee and the Securities Administrator shall comply with any directions of the Depositor, the related Servicer or the Master Servicer to assure such continuing treatment. In particular, the Trustee shall not (a) sell or permit the sale of all or any portion of the Mortgage Loans or of any investment of deposits in an Account unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received a REMIC Opinion addressed to the Trustee prepared at the expense of the Trust; and (b) other than with respect to a substitution pursuant to the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable, accept any contribution to any REMIC after the Startup Day without receipt of a REMIC Opinion addressed to the Trustee.

           Section 3.03 Monitoring of Servicers . (a) The Master Servicer shall be responsible for reporting to the Trustee (on behalf of the Trust) and the Depositor the compliance by each Servicer with its duties under the related Servicing Agreement. In the review of each Servicer’s activities, the Master Servicer may rely upon an officer’s certificate of the Servicer with regard to such Servicer’s compliance with the terms of its Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that a Servicer should be terminated in accordance with its Servicing Agreement, or that a notice should be sent pursuant to such Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate.

           (b)     The Master Servicer, for the benefit of the Trust and the Certificateholders, shall (acting as agent of the Trust when enforcing the Trust’s rights under each Servicing Agreement) (i) enforce the obligations of each Servicer under the related Servicing Agreement and (ii) in the event that a Servicer fails to perform its obligations in accordance with the related Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of such Servicer thereunder and act as servicer of the related Mortgage Loans or cause the Trustee to enter in to a new Servicing Agreement with a successor Servicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action.

           (c)     To the extent that the costs and expenses of the Master Servicer related to any termination of a Servicer, appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by such Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with the related Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Account.

           (d)     The Master Servicer shall require each Servicer to comply with the remittance and certification requirements and other obligations set forth in the related Servicing Agreement.

           (e)     If the Master Servicer acts as Servicer, it will not assume liability for the representations and warranties of the Servicer, if any, that it replaces.

           (f)     With respect to Additional Collateral Mortgage Loans, the Master Servicer shall have no duty or obligation to supervise, monitor or oversee the activities of any Servicer under its Servicing Agreement with respect to Additional Collateral, except (a) with respect to any instances where a Servicer, in the course of fulfilling its obligations under the related Servicing Agreement seeks directions, instructions, consents or waivers from the Master Servicer with respect to any item of Additional Collateral, or (b) upon the occurrence of the following events (i) in the case of a final liquidation of any Mortgaged Property secured by Additional Collateral, the Master Servicer shall enforce the obligation of the Servicer under the related Servicing Agreement to liquidate such Additional Collateral as required by such Servicing Agreement, and (ii) if the Master Servicer assumes the obligations of such Servicer as successor Servicer under the related Servicing Agreement pursuant to this Section 3.03, as successor Servicer, it shall be bound to service and administer the Additional Collateral in accordance with the provisions of such Servicing Agreement.

           Section 3.04 Fidelity Bond . The Master Servicer, at its expense, shall maintain in effect a blanket fidelity bond and an errors and omissions insurance policy, affording coverage with respect to all directors, officers, employees and other Persons acting on such Master Servicer’s behalf, and covering errors and omissions in the performance of the Master Servicer’s obligations hereunder. The errors and omissions insurance policy and the fidelity bond shall be in such form and amount generally acceptable for entities serving as master servicers or trustees.

           Section 3.05 Power to Act; Procedures . The Master Servicer shall master service the Mortgage Loans and shall have full power and authority, subject to the REMIC Provisions and the provisions of Article X hereof, to do any and all things that it may deem necessary or desirable in connection with the master servicing and administration of the Mortgage Loans, including but not limited to the power and authority (i) to execute and deliver, on behalf of the Certificateholders, the Trust and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries, and (iv) to effectuate, in its own name, on behalf the Trust, or in the name of the Trust, foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan, in each case, in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable; provided, however, that the Master Servicer shall not (and, consistent with its responsibilities under Section 3.03, shall not permit any Servicer to) knowingly or intentionally take any action, or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, would cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC or result in the imposition of a tax upon the Trust (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) unless the Master Servicer has received an Opinion of Counsel (but not at the expense of the Master Servicer) to the effect that the contemplated action will not cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC or result in the imposition of a tax upon any of REMIC I, REMIC II or REMIC III. The Trustee shall furnish the Master Servicer, upon written request from a servicing officer, with any limited powers of attorney empowering the Master Servicer or any Servicer to execute and deliver instruments of satisfaction or cancellation, or of partial or full release or discharge, and to foreclose upon or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend in any court action relating to the Mortgage Loans or the Mortgaged Property, in accordance with the applicable Servicing Agreement and this Agreement, and the Trustee shall execute and deliver such other documents, as the Master Servicer may request, to enable the Master Servicer to master service and administer the Mortgage Loans and carry out its duties hereunder, in each case in accordance with Accepted Master Servicing Practices (and the Trustee shall have no liability for misuse of any such powers of attorney by the Master Servicer or any Servicer). In instituting foreclosures or similar proceedings, the Master Servicer shall institute such proceedings either in its own name on behalf of the Trust or in the name of the Trust (or cause the related Servicer, pursuant to the related Servicing Agreement, to institute such proceedings either in the name of such Servicer on behalf of the Trust or in the name of the Trust), unless otherwise required by law or otherwise appropriate. If the Master Servicer or the Trustee has been advised that it is likely that the laws of the state in which action is to be taken prohibit such action if taken in the name of the Trust or the Trustee on its behalf or that the Trust or the Trustee, as applicable, would be adversely affected under the “doing business” or tax laws of such state if such action is taken in its name, the Master Servicer shall join with the Trustee, on behalf of the Trust, in the appointment of a co-trustee pursuant to Section 9.11 hereof. In the performance of its duties hereunder, the Master Servicer shall be an independent contractor and shall not, except in those instances where it is taking action in the name of the Trustee, be deemed to be the agent of the Trustee.

           Section 3.06 Due-on-Sale Clauses; Assumption Agreements . To the extent provided in the applicable Servicing Agreement and to the extent Mortgage Loans contain enforceable due-on-sale clauses, the Master Servicer shall cause the Servicers to enforce such clauses in accordance with the applicable Servicing Agreement. If applicable law prohibits the enforcement of a due-on-sale clause or such clause is otherwise not enforced in accordance with the applicable Servicing Agreement, and, as a consequence, a Mortgage Loan is assumed, the original Mortgagor may be released from liability in accordance with the applicable Servicing Agreement.

           Section 3.07 Release of Mortgage Files . (a)      Upon becoming aware of the payment in full of any Mortgage Loan, or the receipt by any Servicer of a notification that payment in full has been escrowed in a manner customary for such purposes for payment to Certificateholders on the next Distribution Date, the Master Servicer will cause the Servicer, if required under the applicable Servicing Agreement, to promptly furnish to the Custodian, on behalf of the Trustee, two copies of a certification substantially in the form of Exhibit D hereto signed by a servicing officer or in a mutually agreeable electronic format which will, in lieu of a signature on its face, originate from a servicing officer (which certification shall include a statement to the effect that all amounts received in connection with such payment that are required to be deposited in the related Servicer Account maintained by the applicable Servicer pursuant to Section 4.01 or by the applicable Servicer pursuant to its Servicing Agreement have been or will be so deposited) and shall request that the Trustee (or the Custodian, on behalf of the Trustee) deliver to the applicable Servicer the related Mortgage File. Upon receipt of such certification and request, the Trustee (or the Custodian, on behalf of the Trustee), shall promptly release the related Mortgage File to the applicable Servicer and the Trustee (and the Custodian, if applicable) shall have no further responsibility with regard to such Mortgage File. Upon any such payment in full, each Servicer is authorized, to give, as agent for the Trustee, as the mortgagee under the Mortgage that secured the Mortgage Loan, an instrument of satisfaction (or assignment of mortgage without recourse) regarding the Mortgaged Property subject to the Mortgage, which instrument of satisfaction or assignment, as the case may be, shall be delivered to the Person or Persons entitled thereto against receipt therefor of such payment, it being understood and agreed that no expenses incurred in connection with such instrument of satisfaction or assignment, as the case may be, shall be chargeable to the related Servicer Account.

           (b)     From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan and in accordance with the applicable Servicing Agreement, the Trustee shall execute such documents as shall be prepared and furnished to the Trustee by a Servicer or the Master Servicer (in form reasonably acceptable to the Trustee) and as are necessary to the prosecution of any such proceedings. The Trustee (or the Custodian, on behalf of the Trustee), shall, upon the request of a Servicer or the Master Servicer, and delivery to the Trustee (or the Custodian, on behalf of the Trustee), of two copies of a request for release signed by a servicing officer substantially in the form of Exhibit D (or in a mutually agreeable electronic format which will, in lieu of a signature on its face, originate from a servicing officer), release the related Mortgage File held in its possession or control to the Servicer or the Master Servicer, as applicable. Such trust receipt shall obligate the Servicer or the Master Servicer to return the Mortgage File to the Trustee (or the Custodian on behalf of the Trustee) when the need therefor by the Servicer or the Master Servicer no longer exists unless the Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate of a servicing officer similar to that hereinabove specified, the Mortgage File shall be released by the Trustee (or the Custodian on behalf of the Trustee), to the Servicer or the Master Servicer.

           Section 3.08 Documents, Records and Funds in Possession of Master Servicer To Be Held for Trust .

           (a)     The Master Servicer shall transmit and each Servicer (to the extent required by the related Servicing Agreement) shall transmit to the Trustee (or the Custodian on behalf of the Trustee) such documents and instruments coming into the possession of the Master Servicer or such Servicer from time to time as are required by the terms hereof, or in the case of the Servicers, the applicable Servicing Agreement, to be delivered to the Trustee (or the Custodian on behalf of the Trustee). Any funds received by the Master Servicer or by a Servicer in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer or by a Servicer as Net Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be held for the benefit of the Trust and the Certificateholders subject to the Master Servicer’s right to retain or withdraw from the Distribution Account the Master Servicing Fee, any additional compensation pursuant to Section 3.14 and any other amounts provided in this Agreement, and to the right of each Servicer to retain its Servicing Fee and any other amounts as provided in the applicable Servicing Agreement. The Master Servicer shall, and (to the extent provided in the applicable Servicing Agreement) shall cause each Servicer to, provide access to information and documentation regarding the Mortgage Loans to the Trustee, its agents and accountants at any time upon reasonable request and during normal business hours, and to Certificateholders that are savings and loan associations, banks or insurance companies, the Office of Thrift Supervision, the FDIC and the supervisory agents and examiners of such Office and Corporation or examiners of any other federal or state banking or insurance regulatory authority if so required by applicable regulations of the Office of Thrift Supervision or other regulatory authority, such access to be afforded without charge but only upon reasonable request in writing and during normal business hours at the offices of the Master Servicer designated by it. In fulfilling such a request the Master Servicer shall not be responsible for determining the sufficiency of such information.

           (b)     All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, in respect of any Mortgage Loans, whether from the collection of principal and interest payments or from Net Liquidation Proceeds or Insurance Proceeds, shall be held by the Master Servicer for and on behalf of the Trust and the Certificateholders and shall be and remain the sole and exclusive property of the Trust; provided, however, that the Master Servicer and each Servicer shall be entitled to setoff against, and deduct from, any such funds any amounts that are properly due and payable to the Master Servicer or such Servicer under this Agreement or the applicable Servicing Agreement.

           Section 3.09 Standard Hazard Insurance and Flood Insurance Policies .

           (a)     For each Mortgage Loan (other than a Cooperative Loan), the Master Servicer shall enforce any obligation of the Servicers under the related Servicing Agreements to maintain or cause to be maintained standard fire and casualty insurance and, where applicable, flood insurance, all in accordance with the provisions of the related Servicing Agreements. It is understood and agreed that such insurance shall be with insurers meeting the eligibility requirements set forth in the applicable Servicing Agreement and that no earthquake or other additional insurance is to be required of any Mortgagor or to be maintained on property acquired in respect of a defaulted loan, other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance.

           (b)     Pursuant to Section 4.01 and 4.02, any amounts collected by the Servicers or the Master Servicer, or by any Servicer, under any insurance policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or released to the Mortgagor in accordance with the applicable Servicing Agreement) shall be deposited into the Distribution Account, subject to withdrawal pursuant to Section 4.02 and 4.03. Any cost incurred by the Master Servicer or any Servicer in maintaining any such insurance if the Mortgagor defaults in its obligation to do so shall be added to the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so permit; provided, however, that the addition of any such cost shall not be taken into account for purposes of calculating the distributions to be made to Certificateholders and shall be recoverable by the Master Servicer or such Servicer pursuant to Section 4.02 and 4.03.

           Section 3.10 Presentment of Claims and Collection of Proceeds . The Master Servicer shall (to the extent provided in the applicable Servicing Agreement) cause the related Servicer to, prepare and present on behalf of the Trustee, the Trust and the Certificateholders all claims under the Insurance Policies and take such actions (including the negotiation, settlement, compromise or enforcement of the insured’s claim) as shall be necessary to realize recovery under such policies. Any proceeds disbursed to the Master Servicer (or disbursed to a Servicer and remitted to the Master Servicer) in respect of such policies, bonds or contracts shall be promptly deposited in the Distribution Account upon receipt, except that any amounts realized that are to be applied to the repair or restoration of the related Mortgaged Property as a condition precedent to the presentation of claims on the related Mortgage Loan to the insurer under any applicable Insurance Policy need not be so deposited (or remitted).

           Section 3.11 Maintenance of the Primary Mortgage Insurance Policies .

           (a)     The Master Servicer shall not take, or permit any Servicer (to the extent such action is prohibited under the applicable Servicing Agreement) to take, any action that would result in noncoverage under any applicable Primary Mortgage Insurance Policy of any loss which, but for the actions of such Master Servicer or Servicer, would have been covered thereunder. The Master Servicer shall use its best reasonable efforts to cause each Servicer (to the extent required under the related Servicing Agreement) to keep in force and effect (to the extent that the Mortgage Loan requires the Mortgagor to maintain such insurance), primary mortgage insurance applicable to each Mortgage Loan (including any lender-paid Primary Mortgage Insurance Policy) in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable. The Master Servicer shall not, and shall not permit any Servicer (to the extent required under the related Servicing Agreement) to, cancel or refuse to renew any such Primary Mortgage Insurance Policy that is in effect at the date of the initial issuance of the Mortgage Note and is required to be kept in force hereunder except in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable.

           (b)     The Master Servicer agrees to cause each Servicer (to the extent required under the related Servicing Agreement) to present, on behalf of the Trustee, the Trust and the Certificateholders, claims to the insurer under any Primary Mortgage Insurance Policies and, in this regard, to take such reasonable action as shall be necessary to permit recovery under any Primary Mortgage Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section 4.01 and 4.02, any amounts collected by the Servicer under any Primary Mortgage Insurance Policies shall be deposited in the Distribution Account, subject to withdrawal pursuant to Section 4.03.

           Section 3.12 Trustee to Retain Possession of Certain Insurance Policies and Documents .

          The Trustee (or the Custodian, as directed by the Trustee), shall retain possession and custody of the originals (to the extent available) of any Primary Mortgage Insurance Policies, or certificate of insurance if applicable, and any certificates of renewal as to the foregoing as may be issued from time to time as contemplated by this Agreement and in each case, which may be delivered to it. Until all amounts distributable in respect of the Certificates have been distributed in full and the Master Servicer otherwise has fulfilled its obligations under this Agreement, the Trustee (or its Custodian, if any, as directed by the Trustee) shall also retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions of this Agreement. The Master Servicer shall promptly deliver or cause to be delivered to the Trustee (or the Custodian, as directed by the Trustee), upon the execution or receipt thereof the originals of any Primary Mortgage Insurance Policies, any certificates of renewal, and such other documents or instruments that constitute portions of the Mortgage File that come into the possession of the Master Servicer from time to time.

           Section 3.13 Realization Upon Defaulted Mortgage Loans . The Master Servicer shall cause each Servicer (to the extent required under the related Servicing Agreement) to foreclose upon, repossess or otherwise comparably convert the ownership of Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments, all in accordance with the applicable Servicing Agreement.

          Section 3.13A. Realization upon Troubled Mortgage Loans . The Master Servicer shall have the right to cause a Servicer to sell or work out any Mortgage Loan as to which the Master Servicer reasonably believes that default in payment is likely, provided, however, that, with respect to any such sale of a Mortgage Loan by a Servicer, the related sale price shall be no less than the Scheduled Principal Balance of such Mortgage Loan as of the last day of the Due Period immediately preceding the date of such sale plus accrued interest thereon through such sale date. Any and all proceeds from such a sale shall be deemed to be Liquidation Proceeds hereunder and any such Mortgage Loan which has been sold shall be deemed a Liquidated Mortgage Loan hereunder.

           Section 3.14 Additional Compensation to the Master Servicer . Pursuant to Section 4.02(c), certain income and gain realized from any investment of funds in the Distribution Account shall be for the benefit of the Master Servicer as additional compensation. Servicing compensation in the form of assumption fees, if any, late payment charges, as collected, if any, or otherwise (but, unless otherwise specifically permitted in a Servicing Agreement, not including any Prepayment Penalty Amounts) shall be retained by the applicable Servicer, or the Master Servicer, and shall not be deposited in the related Servicer Account or Distribution Account. The Master Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder and shall not be entitled to reimbursement therefor except as provided in this Agreement. The amount of the aggregate compensation payable as set forth in this Section 3.14 plus the Master Servicing Fee due to the Master Servicer in respect of any Distribution Date shall be reduced in accordance with Section 6.07.

           Section 3.15 REO Property.

           (a)     In the event the Trust (or the Trustee on its behalf) acquires ownership of any REO Property in respect of any related Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, or if required under applicable law, to the Trustee, or to its nominee, on behalf of the Trust. The Master Servicer shall, to the extent provided in the applicable Servicing Agreement, cause the applicable Servicer to sell, any REO Property as expeditiously as possible (and in no event later than three years after acquisition) and in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable. Pursuant to its efforts to sell such REO Property, the Master Servicer shall cause the applicable Servicer to protect and conserve such REO Property in the manner and to the extent required by the applicable Servicing Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code.

           (b)     The Master Servicer shall, to the extent required by the related Servicing Agreement, cause the applicable Servicer to deposit all funds collected and received in connection with the operation of any REO Property in the related Servicer Account.

           (c)     The Master Servicer and the applicable Servicer, upon the final disposition of any REO Property, shall be entitled to reimbursement for any related unreimbursed Monthly Advances and other unreimbursed advances as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such REO Property; provided, that any such unreimbursed Monthly Advances as well as any unpaid Servicing Fees may be reimbursed or paid, as the case may be, prior to final disposition, out of any net rental income or other net amounts derived from such REO Property.

           d)     To the extent provided in the related Servicing Agreement, the Liquidation Proceeds from the final disposition of the REO Property, net of any payment to the Master Servicer and the applicable Servicer as provided above shall be deposited in the related Servicer Account on or prior to the applicable Determination Date in the month following receipt thereof and be remitted on the next succeeding Servicer Remittance Date by wire transfer in immediately available funds to the Master Servicer for deposit into the Distribution Account.

           Section 3.16 Annual Officer's Certificate as to Compliance .

           (a)     The Master Servicer shall deliver to the Securities Administrator, the Depositor, the Trustee and each Rating Agency on or before March 20 of each year, commencing in March, 2006, an Officer’s Certificate, certifying that with respect to the period ending December 31 of the prior year: (i) the officer certifying such Officer’s Certificate has reviewed the activities of such Master Servicer during the preceding calendar year or portion thereof and its performance under this Agreement, (ii) to the best of such officer’s knowledge, based on such review, such Master Servicer has performed and fulfilled its duties, responsibilities and obligations under this Agreement in all material respects throughout such year, or, if there has been a default in the fulfillment of any such duties, responsibilities or obligations, specifying each such default known to such officer and the nature and status thereof, (iii) nothing has come to the attention of such officer to lead such officer to believe that any Servicer has failed to perform any of its duties, responsibilities and obligations under its Servicing Agreement in all material respects throughout such year, or, if there has been a material default in the performance or fulfillment of any such duties, responsibilities or obligations, specifying each such default known to such officer and the nature and status thereof, and (iv) the Master Servicer has received from each Servicer an annual certificate of compliance and a copy of such Servicer’s annual audit report, in each case to the extent required under the applicable Servicing Agreement, or, if any such certificate or report has not been received by the Master Servicer, the Master Servicer is using its best reasonable efforts to obtain such certificate or report.

           (b)     Copies of such statements shall be provided by the Securities Administrator to any Certificateholder upon request at the Master Servicer’s expense, provided that such statement shall have been delivered to the Securities Administrator.

           Section 3.17 Annual Independent Accountant’s Servicing Report . If the Master Servicer (or any of its Affiliates) has, during the course of any calendar year, directly serviced any of the Mortgage Loans, the Master Servicer, at its expense, shall cause a nationally recognized firm of independent certified public accountants to furnish a statement to the Securities Administrator, the Trustee, each Rating Agency and the Depositor by March 1, 2006, and by March 1 of each year thereafter, in each case for the immediately preceding calendar year, to the effect that, with respect to the most recently ended calendar year, such firm has examined certain records and documents relating to the Master Servicer’s performance of its servicing obligations under this Agreement and pooling and servicing and trust agreements in material respects similar to this Agreement and to each other and that, on the basis of such examination conducted substantially in compliance with the audit program for mortgages serviced for Freddie Mac or the Uniform Single Attestation Program for Mortgage Bankers, such firm is of the opinion that the Master Servicer’s activities have been conducted in compliance with this Agreement, or that such examination has disclosed no material items of noncompliance except for (i) such exceptions as such firm believes to be immaterial, (ii) such other exceptions as are set forth in such statement and (iii) such exceptions that the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages Serviced by Freddie Mac requires it to report. Copies of such statements shall be provided to any Certificateholder, upon request, by the Master Servicer, or by the Securities Administrator at the expense of the Master Servicer if the Master Servicer shall fail to provide such copies. If any such report discloses exceptions that are material, the Master Servicer shall advise the Trustee whether such exceptions have been or are susceptible of cure, and will take prompt action to do so.

           Section 3.18 Reports Filed with Securities and Exchange Commission . Within 15 days after each Distribution Date, the Securities Administrator shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (“EDGAR”), a Form 8-K with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30 in the first year that it has received prior instructions from the Depositor to do so, the Securities Administrator shall, in accordance with industry standards file a Form 15 Suspension Notice with respect to the Trust, if applicable. On or prior to (i) March 1, 2006 and (ii) unless and until a Form 15 Suspension Notice shall have been filed, on or prior to March 1 of each year thereafter, the Master Servicer shall provide the Securities Administrator with a Master Servicer Certification, together with a copy of the annual independent accountant’s servicing report and annual statement of compliance of each Servicer, in each case, required to be delivered pursuant to its Servicing Agreement, and, if applicable, the annual independent accountant’s servicing report and annual statement of compliance to be delivered by the Master Servicer pursuant to Section 3.16 and 3.17. On or prior to March 31, 2006 and, unless and until a Form 15 Suspension Notice shall have been filed, on or prior to the 90th day of each year thereafter, the Securities Administrator shall file a Form 10-K, in substance conforming to industry standards, with respect to the Trust. Such Form 10-K shall include the Master Servicer Certification and other documentation provided by the Master Servicer pursuant to the second preceding sentence. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement, the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Securities Administrator shall have no responsibility to file any items other than those specified in this Section 3.18; provided, however, the Securities Administrator will cooperate with the Depositor in connection with any additional filings with respect to the Trust as the Depositor deems necessary under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Copies of all reports filed by the Securities Administrator under the Exchange Act shall be sent to: the Depositor c/o Bear, Stearns & Co. Inc., Attn: Managing Director-Analysis and Control, One Metrotech Center North, Brooklyn, New York 11202-3859. Fees and expenses incurred by the Securities Administrator in connection with this Section 3.18 shall not be reimbursable from the Trust.

           Section 3.19 Amendments to Master Servicing Guide and Correspondent Sellers Guide. The Seller and the Master Servicer hereby agree not to amend the Master Servicing Guide or the Correspondent Sellers Guide with respect to the Mortgage Loans (which are Securitized Loans (as defined therein)) which amendment would (i) change the Servicer Remittance Date or date for remittance of any servicer reports or monthly remittance advices, (ii) change the manner in which any Servicer makes Advances, servicing advances or amounts to compensate for Interest Shortfalls or (iii) otherwise have a material adverse effect on the Trust or the Certificateholders unless such changes are made pursuant to the provisions of Section 11.02 hereof.

           Section 3.20 UCC . The Depositor shall inform the Trustee in writing of any Uniform Commercial Code financing statements that were filed on the Closing Date in connection with the Trust with stamped recorded copies of such financing statements to be delivered to the Trustee promptly upon receipt by the Depositor. The Trustee agrees to monitor and notify the Depositor if any continuation statements for such Uniform Commercial Code financing statements need to be filed. If directed by the Depositor in writing, the Trustee will file any continuation statements solely at the expense of the Seller. The Depositor shall file any financing statements or amendments thereto required by any change in the Uniform Commercial Code.

           Section 3.21 Optional Purchase of Certain Mortgage Loans .

           (a)     Thornburg, in its capacity as a Servicer of a substantial portion of the Mortgage Loans, shall have the right to purchase from the Trust any Mortgage Loan which as of the first day of a Calendar Quarter is delinquent in payment by 90 days or more or is an REO Property, at a price equal to the Repurchase Price; provided however (i) that such Mortgage Loan is still 90 days or more delinquent or is an REO Property as of the date of such purchase and (ii) this purchase option, if not theretofore exercised, shall terminate on the date prior to the last day of the related Calendar Quarter. This purchase option, if not exercised, shall not be thereafter reinstated unless the delinquency is cured and the Mortgage Loan thereafter again becomes 90 days or more delinquent or becomes an REO Property, in which case the option shall again become exercisable as of the first day of the related Calendar Quarter.

           (b)     (i)  In addition, Thornburg, in its capacity as the Seller, may, but is not required to, repurchase any Mortgage Loan as to which the Mortgagor has requested a Significant Modification and such Mortgagor has a satisfactory payment history under such Mortgage Loan and meets the credit standards of the Seller for the loan program selected (a “Significant Modification Loan”). A “Significant Modification” shall mean any modification to the interest rate of the greater of (a) 0.25% added or subtracted from the existing rate and (b) a change equal to the product of (1) 5% and (2) the annual existing interest rate thereon, which is not provided for in the related Mortgage Note. If Thornburg grants any request for a Significant Modification, it shall be required to repurchase any such Mortgage Loan prior to making such Significant Modification. The purchase price for any such repurchase pursuant to this Section 3.21(b)(i) shall be the applicable Repurchase Price. In order to exercise its repurchase rights hereunder, the Seller shall deliver to the Master Servicer and the Trustee a certificate identifying the Mortgage Loan to be repurchased and certifying that (i) such Mortgage Loan is a Significant Modification Loan, and (ii) that the Significant Modification Loan will be entered into on the date of such repurchase.

(ii)      No later than the fourth Business Day prior to each Distribution Date, Thornburg shall provide to the Master Servicer a list identifying all Mortgage Loans that became Converted Mortgage Loans or Modified Mortgage Loans during the related Due Period. On the third Business Day prior to each Distribution Date, provided that it has received such list from Thornburg, the Master Servicer shall prepare and provide to TMI a Converted Mortgage Loan Schedule and a Modified Mortgage Loan Schedule with respect to such Due Period. No later than 1:00 PM Eastern Time on the second Business Day prior to each Distribution Date, TMI shall purchase each Converted Mortgage Loan and Modified Mortgage Loan, to the extent specified in a Converted Mortgage Loan Schedule or Modified Mortgage Loan Schedule delivered to it by the Master Servicer for such Distribution Date, at the applicable Repurchase Price for each such Converted Mortgage Loan or Modified Mortgage Loan, as applicable, and shall remit such Repurchase Price to the Master Servicer for deposit in the Distribution Account.

           (c)     If at any time Thornburg or TMI, as applicable, remits to the Master Servicer a payment for deposit in the Distribution Account covering the amount of the Repurchase Price for a Mortgage Loan of the type set forth in clauses (a) or (b) above, and Thornburg or TMI, as applicable, provides to the Trustee a certification signed by a servicing or other responsible officer stating that the amount of such payment has been deposited in the Distribution Account, then the Trustee shall execute the assignment of such Mortgage Loan at the request of Thornburg or TMI, as applicable, without recourse, to Thornburg or TMI, as applicable, which shall succeed to all the Trust’s and/or the Trustee’s right, title and interest in and to such Mortgage Loan, and all security and documents relative thereto. Such assignment shall be an assignment outright and not for security. Thornburg or TMI, as applicable, will thereupon own such Mortgage Loan, and all such security and documents, free of any further obligation to the Trust, the Trustee or the Certificateholders with respect thereto.

           Section 3.22 Instructions to the Trustee . In the event that the Trustee is required under a Servicing Agreement to give any waivers, consents or instructions to the related Servicer, if the Trustee reasonably believes that such actions (i) are not ministerial in nature, (ii) involve the waiver of any defaults by a Servicer, or (iii) pertain to the termination of a Servicer or the Servicing Agreement, the Trustee may seek written directions from the Holders of 51% of the Fractional Undivided Interests in the Class of Subordinate Certificates with the highest numerical designation then outstanding. In the absence of such instruction from the requisite applicable Certificateholders, the Trustee may seek such instruction from the Holders of 51% of the aggregate Fractional Undivided Interests in all of the Certificates. After the Cross-Over Date, the Trustee shall be entitled to seek such direction from the Holders of 51% of the aggregate Fractional Undivided Interests in the Senior Certificates. If the Trustee does not receive any such requested instructions, the Trustee may refrain from giving any consent, waiver, instruction or direction to the related Servicer and shall not be liable for any losses or damages resulting from such failure to give such requested consents, waivers, instructions or directions.

ARTICLE IV

Accounts

           Section 4.01 Servicer Accounts . (a)     The Master Servicer shall enforce the obligation of each Servicer to establish and maintain one or more Servicer Accounts in accordance with the applicable Servicing Agreement, with records to be kept with respect thereto on a Mortgage Loan by Mortgage Loan basis, into which accounts shall be deposited within 48 hours (or as of such other time specified in the related Servicing Agreement) of receipt all collections of principal and interest on any Mortgage Loan and with respect to any REO Property received by a Servicer, including Principal Prepayments, Insurance Proceeds, Net Liquidation Proceeds, Subsequent Recoveries and advances made from the Servicer’s own funds (less, in the case of each Servicer, the applicable servicing compensation, in whatever form and amounts as permitted by the applicable Servicing Agreement) and all other amounts to be deposited in each such Servicer Account. The Servicer is hereby authorized to make withdrawals from and deposits to the related Servicer Account for purposes required or permitted by this Agreement and the applicable Servicing Agreement. For the purposes of this Agreement, Servicer Accounts shall also include such other accounts as the Servicer maintains for the escrow of certain payments, such as taxes and insurance, with respect to certain Mortgaged Properties. Each Servicing Agreement sets forth the criteria for the segregation, maintenance and investment of each related Servicer Account, the contents of which are acceptable to the parties hereto as of the date hereof and changes to which shall not be made unless such changes are made in accordance with the provisions of Section 11.02 hereof.

           (b)     [Reserved];

           (c)     To the extent provided in the related Servicing Agreement and subject to this Article IV, on or before each applicable Servicer Remittance Date, each Servicer shall withdraw or shall cause to be withdrawn from the related Servicer Accounts and shall immediately deposit or cause to be deposited in the Distribution Account amounts representing the following collections and payments (other than with respect to principal of or interest on the Mortgage Loans due on or before the Cut-off Date) with respect to each of the Mortgage Loans it is servicing:

(i)      Scheduled Payments on the Mortgage Loans received or any related portion thereof advanced by the Servicers pursuant to the Servicing Agreements which were due on or before the related Due Date, net of the amount thereof comprising the Servicing Fees;

(ii)      Full Principal Prepayments and any Net Liquidation Proceeds received by the Servicers with respect to such Mortgage Loans in the related Prepayment Period, with interest to the date of prepayment or liquidation, net of the amount thereof comprising the Servicing Fees and any Subsequent Recoveries received in the related Prepayment Period;

(iii)      Partial Principal Prepayments received by the Servicers for such Mortgage Loans in the related Prepayment Period;

(iv)      Prepayment Penalty Amounts, if any, and only if required under the related Servicing Agreement; and

(v)      Any amount to be used as a Monthly Advance or Compensating Interest Payment.

           (d) Withdrawals may be made from a Servicer Account only to make remittances as provided in Section 4.01(c), 4.02 and 4.03; to reimburse the Master Servicer or a Servicer for Monthly Advances which have been recovered by subsequent collection from the related Mortgagor; to remove amounts deposited in error; to remove fees, charges or other such amounts deposited on a temporary basis; or to clear and terminate the account at the termination of this Agreement in accordance with Section 10.01. As provided in Sections 4.01(c) and 4.02(b), certain amounts otherwise due to the Servicers may be retained by them and need not be deposited in the Distribution Account.

           Section 4.02 Distribution Account . (a) The Securities Administrator shall establish and maintain in the name of the Trustee, for the benefit of the Trust and the Certificateholders, the Distribution Account as a segregated account or accounts, each of which shall be an Eligible Account. The Distribution Account shall constitute a trust account of the Trust segregated on the books of the Securities Administrator and held by the Securities Administrator in trust in its Corporate Trust Office, and the Distribution Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee, the Securities Administrator or the Master Servicer). The amount at any time credited to the Distribution Account shall be (i) fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested by the Securities Administrator, in Permitted Investments, in accordance with Section 4.02(c). All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the immediately succeeding Distribution Date. With respect to the Distribution Account and the funds deposited therein, the Securities Administrator shall take such action as may be necessary to ensure that the Trust and the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Securities Administrator or the Trustee) as provided by 12 U.S.C. § 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations, if applicable. The Securities Administrator, Trustee or their affiliates are permitted to receive additional compensation that could be deemed to be in the their economic self-interest for (i) serving as investment adviser, administrator, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. The Master Servicer and the Securities Administrator will deposit in the Distribution Account as identified by the Master Servicer or the Securities Administrator and as received by the Master Servicer or the Securities Administrator, the following amounts:

(i)      Any amounts withdrawn from a Servicer Account;

(ii)      Any Monthly Advance and any Compensating Interest Payments received from a Servicer, or required to be made by the Master Servicer to the extent required but not made by a Servicer;

(iii)      Any Insurance Proceeds, Liquidation Proceeds or Subsequent Recoveries received by or on behalf of the Master Servicer or which were not deposited in a Servicer Account;

(iv)      The Repurchase Price with respect to any Mortgage Loans purchased by the Seller pursuant to Section 2.02, 2.03 or 3.21, any Substitution Adjustment Amounts, the Repurchase Price with respect to any Mortgage Loans purchased by TMI pursuant to Section 3.21, and all proceeds of any Mortgage Loans or property acquired with respect thereto purchased pursuant to Section 10.01;

(v)      Any amounts required to be deposited with respect to losses on investments of deposits in the Distribution Account pursuant to Section 4.02(c); and

(vi)      Any other amounts received by or on behalf of the Master Servicer or the Trustee and required to be deposited in the Distribution Account pursuant to this Agreement.

           (b)     All amounts deposited to the Distribution Account shall be held by the Securities Administrator in the name of the Trustee in trust for the benefit of the Trust and Certificateholders in accordance with the terms and provisions of this Agreement. The requirements for crediting the Distribution Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of (i) late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges and all Prepayment Penalty Amounts and (ii) the items enumerated in Subsections 4.03(a)(i), (ii), (iii), (iv), (vi), (vii), (ix) and (x) with respect to the Securities Administrator, need not be credited by the Master Servicer or the related Servicer to the Distribution Account. In the event that the Master Servicer shall deposit or cause to be deposited to the Distribution Account any amount not required to be credited thereto, the Securities Administrator, upon receipt of a written request therefor signed by a servicing officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding.

           (c)     The amount at any time credited to the Distribution Account shall be invested, in the name of the Trustee, or its nominee, for the benefit of the Trust, in Permitted Investments as follows. All investment income on Permitted Investments earned up to but not including the Business Day prior to each Distribution Date shall be for the benefit of Thornburg, in its capacity as Servicer, and the investment income with respect to the investment of all funds on deposit in the Distribution Account earned on the Business Day prior to the Distribution Date shall be for the benefit of the Master Servicer. All Permitted Investments the income from which shall be for the benefit of Thornburg shall be made at the written direction of Thornburg to the Securities Administrator (or, if no such written direction is received, in investments of the type specified in clause (viii) of the definition of Permitted Investments), shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the Business Day prior to the next succeeding Distribution Date. Any and all investment income from such Permitted Investments shall be paid to Thornburg, and the risk of loss of moneys resulting from such investments shall be borne by and be the risk of Thornburg. Thornburg shall provide the amount of any such loss to the Securities Administrator for deposit in the Distribution Account within two Business Days of receipt of notification of such loss but not later than the Business Day preceding the next succeeding Distribution Date.

          All Permitted Investments the income from which shall be for the benefit of the Master Servicer shall be in such Permitted Investments as shall be selected by the Master Servicer and shall mature (and be subject to withdrawal and held until) the next succeeding Distribution Date. Any and all investment income from such Permitted Investments shall be paid to the Master Servicer and the risk of loss on such Permitted Investments shall be borne by and be the risk of the Master Servicer. The Master Servicer shall provide the amount of any such loss to the Securities Administrator for deposit in the Distribution Account no later than the next succeeding Distribution Date.

           Section 4.03 Permitted Withdrawals and Transfers from the Distribution Account . (a) The Master Servicer will, from time to time on demand of a Servicer, the Securities Administrator, or for its own account as set forth below, make or cause to be made such withdrawals or transfers from the Distribution Account, in the case of a demand by a Servicer, as the applicable Servicer has designated for such transfer or withdrawal pursuant to the applicable Servicing Agreement, or in the case of a demand by the Securities Administrator as the Securities Administrator has demanded pursuant hereto, or as the Master Servicer has determined to be appropriate in accordance herewith, for the following purposes:

(i)      to reimburse the Master Servicer or any Servicer for any Monthly Advance of its own funds or any advance of such Servicer’s own funds, the right of the Master Servicer or a Servicer to reimbursement pursuant to this subclause (i) being limited to amounts received on a particular Mortgage Loan (including, for this purpose, the Repurchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which represent late payments or recoveries of the principal of or interest on such Mortgage Loan respecting which such Monthly Advance or advance was made;

(ii)      to reimburse the Master Servicer or any Servicer from Insurance Proceeds or Liquidation Proceeds relating to a particular Mortgage Loan for amounts expended by the Master Servicer or such Servicer in good faith in connection with the restoration of the related Mortgaged Property which was damaged by an Uninsured Cause or in connection with the liquidation of such Mortgage Loan;

(iii)      to reimburse the Master Servicer or any Servicer from Insurance Proceeds relating to a particular Mortgage Loan for insured expenses incurred with respect to such Mortgage Loan and to reimburse the Master Servicer or such Servicer from Liquidation Proceeds from a particular Mortgage Loan for Liquidation Expenses incurred with respect to such Mortgage Loan;

(iv)      to pay the Master Servicer or any Servicer, as appropriate, from Liquidation Proceeds, (including Insurance Proceeds received in connection with the liquidation of any Mortgage Loan) the amount which it or such Servicer would have been entitled to receive under subclause (ix) of this Subsection 4.03(a) as servicing compensation on account of each defaulted scheduled payment on such Mortgage Loan if paid in a timely manner by the related Mortgagor;

(v)      to pay the Master Servicer or any Servicer from the Repurchase Price for any Mortgage Loan, the amount which it or such Servicer would have been entitled to receive under subclause (ix) of this Subsection (a) as servicing compensation;

(vi)      to reimburse the Master Servicer or any Servicer for servicing related advances of funds, the right to reimbursement pursuant to this subclause being limited to amounts received on the related Mortgage Loan (including, for this purpose, the Repurchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which represent late recoveries of the payments for which such servicing advances were made;

(vii)      to reimburse the Master Servicer or any Servicer for any Monthly Advance or advance, after a Realized Loss has been allocated with respect to the related Mortgage Loan if the Monthly Advance or advance has not been reimbursed pursuant to clauses (i) and (vi);

(viii)      to pay the M