Common use of Reserve Fund Clause in Contracts

Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Class A-1, Class M-1, Class M-2 and Class B Certificates, the Reserve Fund. The Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trustee pursuant to this Agreement. (b) On the Closing Date, $5,000 will be deposited by the Depositor into the Reserve Fund. On each Distribution Date, the Trustee shall transfer from the Certificate Account to the Reserve Fund pursuant to Section 4.02(b)(iv)(J)., the Required Reserve Fund Deposit. Amounts on deposit in the Reserve Fund may be withdrawn by the Trustee in connection with any Distribution Date to fund the amounts required to be distributed to holders of the Class A-1, Class M-1, Class M-2 and Class B Certificates pursuant to Sections 4.02(b)(iv) F. through I. to the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions shall be treated for federal tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. On any Distribution Date, any amounts on deposit in the Reserve Fund in excess of the Required Reserve Fund Amount shall be distributed to the Class X-1 Certificateholder pursuant to Section 4.02(b)(iv)K. (c) Amounts distributed pursuant to clauses F through I of Section 4.02(b)(iv) for such Distribution Date shall be treated for federal income tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. (d) Funds in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder of the Class X-1

Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Class A-1A-2, Class M-1A-4, Class A-5, Xxxxx X-0, Xlass M-2 and Class B BA Certificates, the Reserve Fund. The Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trustee pursuant to this Agreement. (b) On the Closing Date, $5,000 will be deposited by the Depositor into the Reserve Fund. On each Distribution Date, the Trustee shall transfer from the Certificate Account to the Reserve Fund pursuant to Section 4.02(b)(iv)(J4.02(b)(iv)(I)., the Required Reserve Fund Deposit. Amounts on deposit in the Reserve Fund may be withdrawn by the Trustee in connection with any Distribution Date to fund the amounts required to be distributed to holders of the Class A-1A-2, Class M-1A-4, Class A-5, Xxxxx X-0, Xlass M-2 and Class B BA Certificates pursuant to Sections 4.02(b)(iv) F. through I. to the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions amounts distributed shall be treated for federal tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. On any Distribution Date, any amounts on deposit in the Reserve Fund in excess of the Required Reserve Fund Amount shall be distributed to the Class X-1 Certificateholder pursuant to Section 4.02(b)(iv)K.4.02(b)(iv)K. 112 (c) Amounts distributed pursuant to clause E of Section 4.02(b)(i) and clauses F E through I of Section 4.02(b)(iv) for such Distribution Date shall be treated for federal income tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. (d) Funds in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder of the Class X-1

Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders holders of the Class A-1, Class M-1, Class M-2 and Class B 1-A1B Certificates, a Class 1-A1B Reserve Fund, into which LBH shall deposit $1,000. In addition, the Trustee shall hold the Class 1-A1B Cap Agreement as an asset in the Class 1-A1B Reserve Fund. The Class 1-A1B Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation, other moneys held by of the Trustee held pursuant to this Agreement. (b) On each Distribution Date on which there is a payment received under the Closing Class 1-A1B Cap Agreement that is based on a notional amount in excess of the Class Principal Amount of the Class 1-A1B Certificates (such amount, the “Class X Excess Cap Amount”), the Trustee shall not treat such payments as amounts on deposit in the Class 1-A1B Reserve Fund for purposes of determining the Pool 1 Required Reserve Fund Amount for any Distribution Date. Any such Class X Excess Cap Amount shall not be an asset of the Trust Fund and, $5,000 will instead, shall be deposited paid into and distributed out of a separate trust created by this Agreement for the Depositor into benefit of the Reserve FundClass X Certificateholders, and the Trustee shall distribute such amount to the Class X Certificateholders pursuant to Section 5.02(f)(iii). On each Distribution Date, Date the Trustee shall transfer from distribute in the Certificate Account order of priority and to the Reserve extent specified in Section 5.02(f)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Provider to the Trust Fund pursuant for such Distribution Date with respect to Section 4.02(b)(iv)(J)., the Required Reserve Fund Deposit. Amounts Class 1-A1B Cap Agreement and (b) any amounts then on deposit in the Class 1-A1B Reserve Fund may be withdrawn by the Trustee Fund, including any earnings thereon, in connection with any Distribution Date to fund the amounts required to be distributed to holders respect of the Class A-1, Class M-1, Class M-2 and Class B Certificates pursuant to Sections 4.02(b)(iv) F. through I. to the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions shall be treated for federal tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders1-A1B Cap Agreement. On any Distribution Date, any amounts that the Trustee is not required to distribute from the Class 1-A1B Reserve Fund pursuant to Section 5.02(f)(iii) of this Agreement shall remain on deposit in the Class 1-A1B Reserve Fund in excess of the Required Reserve Fund Amount shall be distributed to the Class X-1 Certificateholder pursuant to Section 4.02(b)(iv)K.Fund. (c) Amounts distributed pursuant to clauses F through I of Section 4.02(b)(iv) for such Distribution Date Funds in the Class 1-A1B Reserve Fund shall be treated invested in Eligible Investments. The Class X Certificates shall evidence ownership of the Class 1-A1B Reserve Fund for federal income tax purposes and LBH on behalf of the Holders thereof shall direct the Trustee, in writing, as to investment of amounts distributed by REMIC 3 on deposit therein. LBH shall be liable for any losses incurred on such investments. LBH hereby directs the Trustee to invest funds on deposit in the Class 1-A1B Reserve Fund in such other investment as is hereafter specified to the Class X-1 CertificateholdersTrustee by LBH from time to time. (d) Funds in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder of the Class X-1

Reserve Fund. (a) On or before the Closing Date, the Trustee shall establish a separate Reserve Fund on behalf of the Holders of each of the Class II-A-1, Class II-A-5 and maintain in its nameClass II-A-7 Certificates. Each Reserve Fund must be an Eligible Account. Each Reserve Fund shall be entitled "Reserve Fund, in trust Deutsche Bank Trust Company Americas, as Trustee for the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2006-QS12", with the additional designation of "Class II-A-1 Certificates", "Class II-A-5 Certificates" or "Class II-A-7 Certificates", as applicable. The Trustee shall deposit in each such Reserve Fund all payments received by it from the Yield Maintenance Agreement Provider pursuant to the related Yield Maintenance Agreement and the Trustee shall enforce its rights under each such Yield Maintenance Agreement. On each Distribution Date on or prior to (i) the Distribution Date in January 2009 with respect to the Class II-A-1 Certificates and Class II-A-7 Certificates, and (ii) on or prior to the Distribution Date in April 2018 with respect to the Class II-A-5 Certificates, the Trustee shall remit amounts received by it from the Yield Maintenance Agreement Provider to the Holders of the Class II-A-1, Class M-1, II-A-5 or Class M-2 and Class B II-A-7 Certificates, as applicable, in the Reserve Fund. The Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held manner provided in Section 4.02(f) as it is directed by the Trustee pursuant to this AgreementMaster Servicer. (b) On Each of the Closing Date, $5,000 will Reserve Funds is an "outside reserve fund" within the meaning of Treasury Regulation ss.1.860G-2(h) and shall be deposited by an asset of the Depositor into Trust Fund but not an asset of any 2006-QS12 REMIC. The Trustee on behalf of the Trust shall be the nominal owner of each such Reserve Fund. On each Distribution DateCredit Suisse Securities (USA) LLC shall be the beneficial owner of the Reserve Funds, subject to the power of the Trustee shall transfer from the Certificate Account to the Reserve Fund pursuant to distribute amounts under this Section 4.02(b)(iv)(J)., the Required Reserve Fund Deposit4.09. Amounts on deposit in the Reserve Fund may Funds shall be withdrawn by held uninvested in a trust account of the Trustee in connection with any Distribution Date to fund the amounts required to be distributed to holders of the Class A-1, Class M-1, Class M-2 and Class B Certificates pursuant to Sections 4.02(b)(iv) F. through I. to the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions shall be treated no liability for federal tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. On any Distribution Date, any amounts on deposit in the Reserve Fund in excess of the Required Reserve Fund Amount shall be distributed to the Class X-1 Certificateholder pursuant to Section 4.02(b)(iv)K. (c) Amounts distributed pursuant to clauses F through I of Section 4.02(b)(iv) for such Distribution Date shall be treated for federal income tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholdersinterest or other compensation thereon. (d) Funds in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder of the Class X-1

Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Class A-1, Class M-1A-2, Class Xxxxx X-0, Xlass M-2 and Class B Certificates, the Reserve Fund. The Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trustee pursuant to this Agreement. (b) On the Closing Date, $5,000 will be deposited by the Depositor into the Reserve Fund. On each Distribution Date, the Trustee shall transfer from the Certificate Account to the Reserve Fund pursuant to Section 4.02(b)(iv)(J4.02(b)(iv)(I)., the Required Reserve Fund Deposit. Amounts 104 on deposit in the Reserve Fund may be withdrawn by the Trustee in connection with any Distribution Date to fund the amounts required to be distributed to holders of the Class A-1, Class M-1A-2, Class Xxxxx X-0, Xlass M-2 and Class B Certificates pursuant to Sections 4.02(b)(iv) F. through I. to the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions amounts distributed shall be treated for federal tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. On any Distribution Date, any amounts on deposit in the Reserve Fund in excess of the Required Reserve Fund Amount shall be distributed to the Class X-1 Certificateholder pursuant to Section 4.02(b)(iv)K. (c) Amounts distributed pursuant to clause E of Section 4.02(b)(i) and clauses F E through I of Section 4.02(b)(iv) for such Distribution Date shall be treated for federal income tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. (d) Funds in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder of the Class X-1

Reserve Fund. (a) On or before the Closing Date, the Trustee shall establish a separate Reserve Fund on behalf of the Holders of each of the Class II-A-1, Class II-A-5 and maintain in its nameClass II-A-7 Certificates. Each Reserve Fund must be an Eligible Account. Each Reserve Fund shall be entitled "Reserve Fund, in trust Deutsche Bank Trust Company Americas, as Trustee for the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2006-QS12", with the additional designation of "Class II-A-1 Certificates", "Class II-A-5 Certificates" or "Class II-A-7 Certificates", as applicable. The Trustee shall deposit in each such Reserve Fund all payments received by it from the Yield Maintenance Agreement Provider pursuant to the related Yield Maintenance Agreement and the Trustee shall enforce its rights under each such Yield Maintenance Agreement. On each Distribution Date on or prior to (i) the Distribution Date in January 2009 with respect to the Class II-A-1 Certificates and Class II-A-7 Certificates, and (ii)on or prior to the Distribution Date in April 2018 with respect to the Class II-A-5 Certificates, the Trustee shall remit amounts received by it from the Yield Maintenance Agreement Provider to the Holders of the Class II-A-1, Class M-1, II-A-5 or Class M-2 and Class B II-A-7 Certificates, as applicable, in the Reserve Fund. The Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held manner provided in Section 4.02(f) as it is directed by the Trustee pursuant to this AgreementMaster Servicer. (b) On Each of the Closing Date, $5,000 will Reserve Funds is an "outside reserve fund" within the meaning of Treasury Regulationss.1.860G-2(h) and shall be deposited by an asset of the Depositor into Trust Fund but not an asset of any 2006-QS12 REMIC. The Trustee on behalf of the Trust shall be the nominal owner of each such Reserve Fund. On each Distribution DateCredit Suisse Securities (USA) LLC shall be the beneficial owner of the Reserve Funds, subject to the power of the Trustee shall transfer from the Certificate Account to the Reserve Fund pursuant to distribute amounts under this Section 4.02(b)(iv)(J)., the Required Reserve Fund Deposit4.09. Amounts on deposit in the Reserve Fund may Funds shall be withdrawn by held uninvested in a trust account of the Trustee in connection with any Distribution Date to fund the amounts required to be distributed to holders of the Class A-1, Class M-1, Class M-2 and Class B Certificates pursuant to Sections 4.02(b)(iv) F. through I. to the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions shall be treated no liability for federal tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. On any Distribution Date, any amounts on deposit in the Reserve Fund in excess of the Required Reserve Fund Amount shall be distributed to the Class X-1 Certificateholder pursuant to Section 4.02(b)(iv)K. (c) Amounts distributed pursuant to clauses F through I of Section 4.02(b)(iv) for such Distribution Date shall be treated for federal income tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholdersinterest or other compensation thereon. (d) Funds in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder of the Class X-1

Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Class A-1, Class M-1, Class M-2 M-2A, Class M-2B and Class B Certificates, the Reserve Fund. The Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trustee pursuant to this Agreement. (b) On the Closing Date, $5,000 will be deposited by the Depositor into the Reserve Fund. On each Distribution Date, the Trustee shall transfer from the Certificate Account to the Reserve Fund pursuant to Section 4.02(b)(iv)(J)., the Required Reserve Fund Deposit. Amounts on deposit in the Reserve Fund may be withdrawn by the Trustee in connection with any Distribution Date to fund the amounts required to be distributed to holders of the Class A-1, Class M-1, Class M-2 M-2A, Class M-2B and Class B Certificates pursuant to Sections 4.02(b)(iv) F. through I. to the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions shall be treated for federal tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. On any Distribution Date, any amounts on deposit in the Reserve Fund in excess of the Required Reserve Fund Amount shall be distributed to the Class X-1 Certificateholder pursuant to Section 4.02(b)(iv)K. (c) Amounts distributed pursuant to clauses F through I of Section 4.02(b)(iv) for such Distribution Date shall be treated for federal income tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. (d) Funds in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder of the Class X-1

Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Class A-1, Class M-1A-2, Xxxxx X-0, Xlass M-2, Class M-2 B-1 and Class B B-2 Certificates, the Reserve Fund. The Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trustee pursuant to this Agreement. (b) On the Closing Date, $5,000 will be deposited by the Depositor into the Reserve Fund. On each Distribution Date, the Trustee shall transfer from the Certificate Account to the Reserve Fund pursuant to Section 4.02(b)(iv)(J4.02(b)(iv)(I)., the Required Basis Risk Reserve Fund Deposit. Amounts on deposit in the Reserve Fund may be withdrawn by the Trustee in connection with any Distribution Date to fund the amounts required to be distributed to holders of the Class A-1, Class M-1A-2, Class Xxxxx X-0, Xlass M-2 and Class B B-1 Certificates pursuant to Sections 4.02(b)(iv4.02(a)(iv) F. through I. to the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions amounts distributed shall be treated for federal tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. On any Distribution Date, any amounts on deposit in the Reserve Fund in excess of the Required Basis Risk Reserve Fund Amount shall be distributed to the Class X-1 Certificateholder pursuant to Section 4.02(b)(iv)K.4.02(a)(iv)K. (c) Amounts distributed pursuant to clause F of Section 4.02(b)(i) and clauses F through I J of Section 4.02(b)(iv) for such Distribution Date shall be treated for federal income tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. (d) Funds in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder of the Class X-1

Reserve Fund. (a) On the Closing Date, the Trustee Securities Administrator shall establish and maintain in its name, in trust for the benefit of the Holders holders of the Class A-1, Class M-1, Class M-2 and Class B A1 Certificates, a Reserve Fund, into which LBH shall deposit $1,000. In addition, the Securities Administrator shall hold the Cap Agreement as an asset in the Reserve Fund. The Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation, other moneys of the Securities Administrator held by the Trustee pursuant to this Agreement. (b) On the Closing Date, $5,000 will be deposited each Distribution Date on which there is a payment received by the Depositor into Securities Administrator under the Reserve Fund. On each Distribution DateCap Agreement that is based on a notional amount in excess of the aggregate Class Principal Amount of the Class A1 Certificates (such amount, the Trustee shall transfer from the Certificate Account to the Reserve Fund pursuant to Section 4.02(b)(iv)(J“Class X Excess Cap Amount”)., the Required Reserve Fund Deposit. Amounts Securities Administrator shall not treat such payments as amounts on deposit in the Reserve Fund may be withdrawn by for purposes of determining the Trustee in connection with Required Reserve Fund Amount for any Distribution Date to fund Date. Any such Class X Excess Cap Amount shall not be an asset of the amounts required to Trust Fund and, instead, shall be paid into and distributed to holders out of a separate trust created by this Agreement for the benefit of the Class A-1X Certificateholders, and the Securities Administrator shall distribute such amount to the Class M-1, Class M-2 and Class B Certificates X Certificateholders pursuant to Sections 4.02(b)(iv) F. through I. Section 5.02(d)(iii). On each Distribution Date the Securities Administrator shall distribute with respect to such Distribution Date pursuant to Section 4.03 in the order of priority and to the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions shall be treated for federal tax purposes as amounts distributed specified in Section 5.02(d)(iii) of this Agreement the sum of (without duplication) (a) any payments made by REMIC 3 the Cap Provider to the Class X-1 CertificateholdersTrust Fund for such Distribution Date with respect to the Cap Agreement and (b) any amounts then on deposit in the Reserve Fund, including any earnings thereon, in respect of the Cap Agreement. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Reserve Fund pursuant to Section 5.02(d)(iii) of this Agreement shall remain on deposit in the Reserve Fund. (c) Funds in the Reserve Fund shall be invested in Eligible Investments. The Class X Certificates shall evidence ownership of the Reserve Fund for federal income tax purposes and LBH on behalf of the Holders thereof shall direct the Securities Administrator, in writing, as to investment of amounts on deposit therein. LBH shall be liable for any losses incurred on such investments. LBH hereby directs the Securities Administrator to invest funds on deposit in the Reserve Fund in excess of the Required Reserve Citibank’s FS Treasury Instruments Fund Amount shall be distributed Serial Class 525 or such investment as is hereafter specified to the Class X-1 Certificateholder pursuant Securities Administrator by LBH from time to Section 4.02(b)(iv)K. (c) Amounts distributed pursuant to clauses F through I of Section 4.02(b)(iv) for such Distribution Date shall be treated for federal income tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholderstime. (d) Funds in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder of the Class X-1

Reserve Fund. (a) On or before the Closing Date, the Trustee Securities Administrator shall establish and maintain a Reserve Fund in its name, in trust for the benefit name of the Trustee on behalf of the Holders of the Class A-1, Class M-1, Class M-2 and Class B Group I Certificates, the . The Reserve FundFund must be an Eligible Account. The Reserve Fund shall be an Eligible Accountentitled "Reserve Fund, JPMorgan Chase Bank, National Association as Trustee for the benefit of holders of Structured Asset Mortgage Investments II Inc., Bear Xxxxxxx ALT-A Trust 2006-2, Mortgage Pass-Through Certificates, Series 2006-2, Class I-1A-1, Class I-1A-2, Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 and funds on deposit therein Class I-B-3". The Securities Administrator shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held demand payment of all money payable by the Trustee Counterparty under the Cap Contracts. The Securities Administrator shall deposit in the Reserve Fund all payments received by it from the Counterparty pursuant to this Agreement. (b) On the Closing DateCap Contracts and, $5,000 will be deposited by prior to distribution of such amounts pursuant to Section 6.01(a), all payments described under the Depositor into the Reserve FundEighth and Ninth clauses of Section 6.01(a). On each Distribution Date, the Trustee Securities Administrator shall transfer remit amounts received by it from the Certificate Account Counterparty to the Holders of the applicable Group I Certificates in the manner provided in Section 6.01(b). (b) The Reserve Fund is an "outside reserve fund" within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any 2006-2 REMIC. The Securities Administrator on behalf of the Trust shall be the nominal owner of the Reserve Fund. For federal income tax purposes, the Class B-IO Certificateholders shall be the beneficial owners of the Reserve Fund, subject to the power of the Securities Administrator to distribute amounts under the Eighth and Ninth clauses of Section 6.01(a) and Section 6.01(b) and shall report items of income, deduction, gain or loss arising therefrom. For federal income tax purposes, amounts distributed to Certificateholders pursuant to the Eighth and Ninth clauses of Section 4.02(b)(iv)(J)., 6.01(a) will be treated as first distributed to the Required Reserve Fund DepositClass B-IO Certificates and then paid from the Class B-IO Certificateholders to the applicable holders of the Group I Certificates. Amounts on deposit in the Reserve Fund may be withdrawn by shall, at the Trustee in connection with any Distribution Date to fund the amounts required to be distributed to holders written direction of the Class A-1B-IO Certificateholder, be held either uninvested in a trust or deposit account of the Securities Administrator with no liability for interest or other compensation thereon or invested in Permitted Investments that mature no later than the Business Day prior to the next succeeding Distribution Date. If no written direction is received, the amounts in the Reserve Fund shall remain uninvested. Any losses on such Permitted Investments shall not in any case be a liability of the Securities Administrator but an amount equal to such losses shall be given by the Class B-IO, Class M-1II-X-B1 or Class II-X-B2 Certificateholders, Class M-2 and Class B Certificates pursuant to Sections 4.02(b)(iv) F. through I. as applicable, to the Securities Administrator out of such Certificateholders' own funds immediately as realized, for deposit by the Securities Administrator into the Reserve Fund. To the extent Monthly Excess Cashflow that the Class B-IO Certificateholders have provided the Securities Administrator with such written direction to invest such funds in Permitted Investments, on each Distribution Date the Securities Administrator shall distribute all net income and gain from such date is insufficient to make such payments. Any such distributions shall be treated for federal tax purposes as amounts distributed by REMIC 3 Permitted Investments in the Reserve Fund to the Class X-1 CertificateholdersB-IO Certificateholder, not as a distribution in respect of any interest in any 2006-2 REMIC. On any Distribution Date, any All amounts earned on amounts on deposit in the Reserve Fund in excess of the Required Reserve Fund Amount shall be distributed taxable to the Class X-1 Certificateholder pursuant B-IO Certificateholder. Any losses on such Permitted Investments shall not in any case be a liability of the Securities Administrator but an amount equal to Section 4.02(b)(iv)K. (c) Amounts distributed pursuant to clauses F through I of Section 4.02(b)(iv) for such Distribution Date losses shall be treated for federal income tax purposes as amounts distributed given by REMIC 3 the Class B-IO Certificateholder to the Class X-1 Certificateholders. (d) Funds in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder Securities Administrator out of the Class X-1B-IO Certificateholders' own funds immediately as realized, for deposit by the Securities Administrator into the Reserve Fund.

Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Class A-1, Class M-1A-2, Class M-2 M-1B1, Class M-1B2, Class M-2B and Class B-B Certificates, the Reserve Fund. The Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trustee pursuant to this Agreement. (b) On the Closing Date, $5,000 will be deposited by the Depositor into the Reserve Fund. On each Distribution Date, the Trustee shall transfer from the Certificate Account to the Reserve Fund pursuant to Section 4.02(b)(iv)(J4.02(b)(iv)(I)., the Required Reserve Fund Deposit. Amounts on deposit in the Reserve Fund may be withdrawn by the Trustee in connection with any Distribution Date to fund the amounts required to be distributed to holders of the Class A-1, Class M-1A-2, Xxxxx X-0X0, Class M-2 M-1B2, Class M-2B and Class B-B Certificates pursuant to Sections 4.02(b)(iv) F. E. through I. H. to the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions shall be treated for federal tax purposes as amounts distributed by REMIC 3 1 to the Class X-1 Certificateholders. On any Distribution Date, any amounts on deposit in the Reserve Fund in excess of the Required Reserve Fund Amount shall be distributed to the Class X-1 Certificateholder pursuant to Section 4.02(b)(iv)K.4.02(b)(iv)J. (c) Amounts distributed pursuant to clauses F E through I H of Section 4.02(b)(iv) for such Distribution Date shall be treated for federal income tax purposes as amounts distributed by REMIC 3 1 to the Class X-1 Certificateholders. (d) Funds in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder of the Class X-1

Reserve Fund. (a) On or before the Closing Date, the Trustee Securities Administrator shall establish and maintain a Reserve Fund in its name, in trust for the benefit name of the Trustee on behalf of the Holders of the Class A-1, Class M-1, Class M-2 and Class B Group I Certificates, the . The Reserve FundFund must be an Eligible Account. The Reserve Fund shall be an Eligible Accountentitled “Reserve Fund, JPMorgan Chase Bank, National Association as Trustee for the benefit of holders of Bear Sxxxxxx Asset Backed Securities I LLC, Bear Sxxxxxx ALT-A Trust 2006-1, Mortgage Pass-Through Certificates, Series 2006-1, Class I-1A-1, Class I-1A-2, Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 and funds on deposit therein Class I-B-3”. The Securities Administrator shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held demand payment of all money payable by the Trustee Counterparty under the Cap Contracts. The Securities Administrator shall deposit in the Reserve Fund all payments received by it from the Counterparty pursuant to this Agreement. (b) On the Closing DateCap Contracts and, $5,000 will be deposited by prior to distribution of such amounts pursuant to Section 6.01(a), all payments described under the Depositor into the Reserve Fundeighth and ninth clauses of Section 6.01(a). On each Distribution Date, the Trustee Securities Administrator shall transfer remit amounts received by it from the Certificate Account Counterparty to the Holders of the applicable Group I Certificates in the manner provided in Section 6.01(b). (b) The Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation ‘1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any 2006-1 REMIC. The Securities Administrator on behalf of the Trust shall be the nominal owner of the Reserve Fund. For federal income tax purposes, the Class B-IO Certificateholder shall be the beneficial owner of the Reserve Fund, subject to the power of the Securities Administrator to distribute amounts under Section 6.01(b) and the eighth and ninth clauses of Section 6.01(a) and shall report items of income, deduction, gain or loss arising therefrom. For federal income tax purposes, amounts distributed to Certificateholders pursuant to the eighth and ninth clauses of Section 4.02(b)(iv)(J)., 6.01(a) will be treated as first distributed to the Required Reserve Fund DepositClass B-IO Certificates and then paid from the Class B-IO Certificateholders to the applicable holders of the Group I Certificates. Amounts on deposit in the Reserve Fund may be withdrawn by shall, at the Trustee in connection with any Distribution Date to fund the amounts required to be distributed to holders written direction of the Class A-1B-IO Certificateholder, Class M-1, Class M-2 and Class B Certificates pursuant to Sections 4.02(b)(iv) F. through I. be held either uninvested in a trust or deposit account of the Securities Administrator with no liability for interest or other compensation thereon or invested in Permitted Investments that mature no later than the Business Day prior to the next succeeding Distribution Date. To the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions shall be treated for federal tax purposes as amounts distributed by REMIC 3 to that the Class X-1 Certificateholders. On any Distribution Date, any amounts on deposit in B-IO Certificateholders have provided the Reserve Fund in excess of the Required Reserve Fund Amount shall be distributed to the Class X-1 Certificateholder pursuant to Section 4.02(b)(iv)K. (c) Amounts distributed pursuant to clauses F through I of Section 4.02(b)(iv) for such Distribution Date shall be treated for federal income tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. (d) Funds in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder of the Class X-1Securities Administrator with 95

Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders holders of the Class A-1, Class M-1, Class M-2 and Class B 1-A1A Certificates, a Class 1-A1A Reserve Fund, into which LBH shall deposit $1,000. In addition, the Trustee shall hold the Class 1-A1A Cap Agreement as an asset in the Class 1-A1A Reserve Fund. The Class 1-A1A Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation, other moneys held by of the Trustee held pursuant to this Agreement. (b) On each Distribution Date on which there is a payment received under the Closing Class 1-A1A Cap Agreement that is based on a notional amount in excess of the Class Principal Amount of the Class 1-A1A Certificates (such amount, the “Class X Excess Cap Amount”), the Trustee shall not treat such payments as amounts on deposit in the Class 1-A1A Reserve Fund for purposes of determining the Pool 1 Required Reserve Fund Amount for any Distribution Date. Any such Class X Excess Cap Amount shall not be an asset of the Trust Fund and, $5,000 will instead, shall be deposited paid into and distributed out of a separate trust created by this Agreement for the Depositor into benefit of the Reserve FundClass X Certificateholders, and the Trustee shall distribute such amount to the Class X Certificateholders pursuant to Section 5.02(f)(iii). On each Distribution Date, Date the Trustee shall transfer from distribute in the Certificate Account order of priority and to the Reserve extent specified in Section 5.02(f)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Provider to the Trust Fund pursuant for such Distribution Date with respect to Section 4.02(b)(iv)(J)., the Required Reserve Fund Deposit. Amounts Class 1-A1A Cap Agreement and (b) any amounts then on deposit in the Class 1-A1A Reserve Fund may be withdrawn by the Trustee Fund, including any earnings thereon, in connection with any Distribution Date to fund the amounts required to be distributed to holders respect of the Class A-1, Class M-1, Class M-2 and Class B Certificates pursuant to Sections 4.02(b)(iv) F. through I. to the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions shall be treated for federal tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders1-A1A Cap Agreement. On any Distribution Date, any amounts that the Trustee is not required to distribute from the Class 1-A1A Reserve Fund pursuant to Section 5.02(f)(iii) of this Agreement shall remain on deposit in the Class 1-A1A Reserve Fund in excess of the Required Reserve Fund Amount shall be distributed to the Class X-1 Certificateholder pursuant to Section 4.02(b)(iv)K.Fund. (c) Amounts distributed pursuant to clauses F through I of Section 4.02(b)(iv) for such Distribution Date Funds in the Class 1-A1A Reserve Fund shall be treated invested in Eligible Investments. The Class X Certificates shall evidence ownership of the Class 1-A1A Reserve Fund for federal income tax purposes and LBH on behalf of the Holders thereof shall direct the Trustee, in writing, as to investment of amounts distributed by REMIC 3 on deposit therein. LBH shall be liable for any losses incurred on such investments. LBH hereby directs the Trustee to invest funds on deposit in the Class 1-A1A Reserve Fund in such investment as is hereafter specified to the Class X-1 CertificateholdersTrustee by LBH from time to time. (d) Funds in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder of the Class X-1

Reserve Fund. (a) On the Closing Date, the Trustee Securities Administrator shall establish and maintain in its the Trustee's name, in trust for the benefit of the Holders holders of the LIBOR Certificates and the Class A-1X Certificate, Class M-1, Class M-2 and Class B Certificates, the a Reserve Fund, into which the Depositor shall deposit $10,000.00. The Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation, other moneys held by of the Trustee held pursuant to this Agreement. The Reserve Fund shall not be an asset of any REMIC established hereby. (b) On Funds in the Closing DateReserve Fund shall be invested in Permitted Investments. Any earnings on amounts in the Reserve Fund shall be for the benefit of the Class X Certificateholder. The Class X Certificate shall evidence ownership of the Reserve Fund for federal income tax purposes and the Holder thereof shall direct the Securities Administrator, $5,000 will in writing, as to 105005 Sequoia 2004-3 Pooling and Servicing Agreement investment of amounts on deposit therein. The Class X Certificateholder shall be deposited by liable for any losses incurred on such investments. In the Depositor into absence of written instructions from the Class X Certificateholder as to investment of funds on deposit in the Reserve Fund. On each Distribution Date, such funds shall be invested in money market funds as described in paragraph (ix) of the Trustee definition of Permitted Investments in Article I. For all Federal income tax purposes, amounts transferred by the Upper-Tier REMIC to the Reserve Fund shall transfer from be treated as amounts distributed by the Certificate Account Upper-Tier REMIC to the Class X Certificateholder. (c) Amounts deposited in the Reserve Fund pursuant to Section 4.02(b)(iv)(J).5.02(c) shall be treated as having been paid to the Class X Certificates, and upon termination of the Required Reserve Fund Deposit. Amounts on deposit Trust Fund, any amounts remaining in the Reserve Fund may be withdrawn by the Trustee in connection with any Distribution Date to fund the amounts required to be distributed to holders of the Class A-1, Class M-1, Class M-2 and Class B Certificates pursuant to Sections 4.02(b)(iv) F. through I. to the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions shall be treated for federal tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. On any Distribution Date, any amounts on deposit in the Reserve Fund in excess of the Required Reserve Fund Amount shall be distributed to the Class X-1 Certificateholder pursuant to Section 4.02(b)(iv)K. (c) Amounts distributed pursuant to clauses F through I of Section 4.02(b)(iv) for such Distribution Date shall be treated for federal income tax purposes as amounts distributed by REMIC 3 to the Class X-1 CertificateholdersX Certificateholder. (d) Funds in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder of the Class X-1

Reserve Fund. (a) On or before the Closing Date, the Trustee shall establish a separate Reserve Fund on behalf of the Holders of each of the Class II-A-1, Class II-A-5 and maintain in its nameClass II-A-7 Certificates. Each Reserve Fund must be an Eligible Account. Each Reserve Fund shall be entitled "Reserve Fund, in trust Deutsche Bank Trust Company Americas, as Trustee for the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2006-QS12", with the additional designation of "Class II-A-1 Certificates", "Class II-A-5 Certificates" or "Class II-A-7 Certificates", as applicable. The Trustee shall deposit in each such Reserve Fund all payments received by it from the Yield Maintenance Agreement Provider pursuant to the related Yield Maintenance Agreement and the Trustee shall enforce its rights under each such Yield Maintenance Agreement. On each Distribution Date on or prior to (i) the Distribution Date in January 2009 with respect to the Class II-A-1 Certificates and Class II-A-7 Certificates, and (ii) on or prior to the Distribution Date in April 2018 with respect to the Class II-A-5 Certificates, the Trustee shall remit amounts received by it from the Yield Maintenance Agreement Provider to the Holders of the Class II-A-1, Class M-1, II-A-5 or Class M-2 and Class B II-A-7 Certificates, as applicable, in the Reserve Fund. The Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held manner provided in Section 4.02(f) as it is directed by the Trustee pursuant to this AgreementMaster Servicer. (b) On Each of the Closing Date, $5,000 will Reserve Funds is an "outside reserve fund" within the meaning of Treasury Regulation ss.1.860G-2(h) and shall be deposited by an asset of the Depositor into Trust Fund but not an asset of any 2006-QS12 REMIC. The Trustee on behalf of the Trust shall be the nominal owner of each such Reserve Fund. On each Distribution DateCredit Suisse Securities (USA) LLC shall be the beneficial owner of the Reserve Funds, subject to the power of the Trustee shall transfer from the Certificate Account to the Reserve Fund pursuant to distribute amounts under this Section 4.02(b)(iv)(J)4.09., the Required Reserve Fund Deposit. Amounts on deposit in the Reserve Fund may be withdrawn by the Trustee in connection with any Distribution Date to fund the amounts required to be distributed to holders of the Class A-1, Class M-1, Class M-2 and Class B Certificates pursuant to Sections 4.02(b)(iv) F. through I. to the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions shall be treated for federal tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. On any Distribution Date, any amounts on deposit in the Reserve Fund in excess of the Required Reserve Fund Amount shall be distributed to the Class X-1 Certificateholder pursuant to Section 4.02(b)(iv)K. (c) Amounts distributed pursuant to clauses F through I of Section 4.02(b)(iv) for such Distribution Date shall be treated for federal income tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. (d) Funds in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder of the Class X-1

Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders holders of the Class A-1, Class M-1, Class M-2 1-A1A and Class B 1-A1B Certificates, a Reserve Fund, into which LBH shall deposit $1,000. In addition, the Trustee shall hold the Cap Agreement as an asset in the Reserve Fund. The Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation, other moneys held by of the Trustee held pursuant to this Agreement. (b) On the Closing Date, $5,000 will be deposited by the Depositor into the Reserve Fund. On each Distribution DateDate on which there is a payment received under the Cap Agreement that is based on a notional amount in excess of the aggregate Class Principal Amount of the Class 1-A1A and Class 1-A1B Certificates (such amount, the “Class 1-X Excess Cap Amount”), the Trustee shall transfer from the Certificate Account to the Reserve Fund pursuant to Section 4.02(b)(iv)(J)., the Required Reserve Fund Deposit. Amounts not treat such payments as amounts on deposit in the Reserve Fund may be withdrawn by for purposes of determining the Trustee in connection with Pool 1 Required Reserve Fund Amount for any Distribution Date to fund Date. Any such Class 1-X Excess Cap Amount shall not be an asset of the amounts required to Trust Fund and, instead, shall be paid into and distributed to holders out of a separate trust created by this Agreement for the benefit of the Class A-11-X Certificateholders, and the Trustee shall distribute such amount to the Class M-1, Class M-2 and Class B Certificates 1-X Certificateholders pursuant to Sections 4.02(b)(iv) F. through I. Section 5.02(f)(iii). On each Distribution Date the Trustee shall distribute in the order of priority and to the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions shall be treated for federal tax purposes as amounts distributed specified in Section 5.02(f)(iii) of this Agreement the sum of (without duplication) (a) any payments made by REMIC 3 the Cap Provider to the Class X-1 CertificateholdersTrust Fund for such Distribution Date with respect to the Cap Agreement and (b) any amounts then on deposit in the Reserve Fund, including any earnings thereon, in respect of the Cap Agreement. On any Distribution Date, any amounts that the Trustee is not required to distribute from the Reserve Fund pursuant to Section 5.02(f)(iii) of this Agreement shall remain on deposit in the Reserve Fund. (c) Funds in the Reserve Fund shall be invested in Eligible Investments. The Class 1-X Certificates shall evidence ownership of the Reserve Fund for federal income tax purposes and LBH on behalf of the Holders thereof shall direct the Trustee, in writing, as to investment of amounts on deposit therein. LBH shall be liable for any losses incurred on such investments. LBH hereby directs the Trustee to invest funds on deposit in the Reserve Fund in excess of the Required Reserve Fund Amount shall be distributed such investment as is hereafter specified to the Class X-1 Certificateholder pursuant Trustee by LBH from time to Section 4.02(b)(iv)K. (c) Amounts distributed pursuant to clauses F through I of Section 4.02(b)(iv) for such Distribution Date shall be treated for federal income tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholderstime. (d) Funds in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder of the Class X-1

Reserve Fund. (a) On the Closing Date, the Trustee The Securities Administrator shall establish and maintain in its name, in trust for the benefit a Reserve Fund on behalf of the Holders holders of the Class A-1, Class M-1, Class M-2 and Class B Regular Certificates, the Reserve Fund. The Reserve Fund shall be an Eligible Account, and funds on deposit therein . The Reserve Fund shall be held separate entitled “Reserve Fund, Wxxxx Fargo Bank, N. A. as Securities Administrator for the benefit of Holders of Structured Asset Mortgage Investment II Inc., Mortgage-Backed Certificates, Series 2006-CL1, Class A-0, Xxxxx X-0, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trustee pursuant to this Agreement. (b) Class B-IO”. On the Closing Date, $5,000 will be deposited by the Depositor will deposit, or cause to be deposited, into the Reserve Fund an amount equal to the Reserve Fund Deposit. On each Distribution Date as to which there is a Basis Risk Shortfall Carry Forward Amount payable to any Class of Certificates, the Securities Administrator shall deposit the amounts pursuant to clauses (C) and (D) of Section 5.04(a)(3) into the Reserve Fund. On each Distribution Date, and the Trustee shall transfer from Securities Administrator has been directed by the Certificate Account Class B-IO Certificateholder to the Reserve Fund pursuant to Section 4.02(b)(iv)(J)., the Required Reserve Fund Deposit. Amounts distribute any amounts then on deposit in the Reserve Fund may (other than amounts received from the Corridor Contract Counterparty pursuant to the Class A-1 Interest Rate Corridor Contract) to the Holders of the Class A Certificates and Class M Certificates in respect of the Basis Risk Shortfall Carry Forward Amount for each such Class in the priorities set forth in clauses (C) and (D) of Section 5.04(a)(3). (b) The Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be withdrawn by an asset of the Trustee Trust Fund but not an asset of any REMIC. The Securities Administrator on behalf of the Trust shall be the nominal owner of the Reserve Fund. The Class B-IO Certificateholders shall be the beneficial owners of the Reserve Fund, subject to the power of the Securities Administrator to transfer amounts under Section 5.04(a)(3). Amounts in connection the Reserve Fund shall be held either uninvested in a trust or deposit account of the Securities Administrator with any no liability for interest or other compensation thereof or, at the direction of the Class B-IO Certificateholder, be invested in Permitted Investments that mature no later than the Business Day prior to the next succeeding Distribution Date to fund the amounts required to Date. All net income and gain from such investments shall be distributed to holders of the Class A-1B-IO Certificateholder, Class M-1not as a distribution in respect of any interest in any REMIC, Class M-2 and Class B Certificates pursuant to Sections 4.02(b)(iv) F. through I. to the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions shall be treated for federal tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. On any Distribution Date, any . All amounts earned on amounts on deposit in the Reserve Fund in excess of the Required Reserve Fund Amount shall be distributed taxable to the Class X-1 B-IO Certificateholder. Any losses on such investments shall be deposited in the Reserve Fund by the Class B-IO Certificateholder pursuant out of its own funds immediately as realized. In the event that the Class B-IO Certificateholder shall fail to Section 4.02(b)(iv)K.provide investment instructions to the Securities Administrator, the amounts on deposit in the Reserve Fund shall be held uninvested. (c) Amounts distributed pursuant to clauses F through I For federal tax return and information reporting, the right of Section 4.02(b)(iv) for such Distribution Date shall be treated for federal income tax purposes as amounts distributed by REMIC 3 to the Holders of the Class X-1 Certificateholders. (d) Funds in A Certificates and Class M Certificates to receive payments from the Reserve Fund may in respect of any Basis Risk Shortfall Carry Forward Amount shall be invested in Eligible Investments by the Trustee at the direction assigned a value of the Majority in Interest Holder of the Class X-1zero.

Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Class A-1, Class M-1A-3, Class Xxxxx X-0, Xlass M-2 and Class B Certificates, the Reserve Fund. The Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trustee pursuant to this Agreement. (b) On the Closing Date, $5,000 will be deposited by the Depositor into the Reserve Fund. On each Distribution Date, the Trustee shall transfer from the Certificate Account to the Reserve Fund pursuant to Section 4.02(b)(iv)(J)., the Required Reserve Fund Deposit. Amounts on deposit in the Reserve Fund may be withdrawn by the Trustee in connection with any Distribution Date to fund the amounts required to be distributed to holders of the Class A-1, Class M-1A-3, Class Xxxxx X-0, Xlass M-2 and Class B Certificates pursuant to Sections 4.02(b)(iv) F. through I. to the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions shall be treated for federal tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. On any Distribution Date, any amounts on deposit in the Reserve Fund in excess of the Required Reserve Fund Amount shall be distributed to the Class X-1 Certificateholder pursuant to Section 4.02(b)(iv)K. (c) Amounts distributed pursuant to clauses F through I of Section 4.02(b)(iv) for such Distribution Date shall be treated for federal income tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. (d) Funds in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder of the Class X-1

Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in a trust account entitled "Reserve Fund for the benefit of the Holders holders of the Class A-1X-0, Xxxxx X-0, Class M-1, Class M-2 and Class B Certificates, " (the "Reserve Fund"). The Reserve Fund shall be an Eligible AccountAccount included as part of the Trust Fund Assets, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation, other moneys held by of the Trustee held pursuant to this Agreement. The Reserve Fund shall not for any reason be an asset of the FASIT created hereby. The Class X Certificateholder shall be considered the owner of the Reserve Fund for federal income tax purposes. (b) On the Closing Date, $5,000 will be deposited by the Depositor into the Reserve Fund. On each Distribution Date, to the extent of funds available therefore pursuant to the last paragraph of Section 5.02(b) and Section 5.02(d)(v), the Trustee shall transfer from the Certificate Account to the Reserve Fund, an amount equal to the sum of (i) the amount, if any, necessary to cause the amounts on deposit in the Reserve Fund pursuant to Section 4.02(b)(iv)(J)., equal the Required Reserve Fund Amount and (ii) the Reserve Fund Deferred Amount Deposit. Amounts The Trustee shall make withdrawals from the Reserve Fund to make distributions pursuant to paragraph (d) of this Section 5.06. (c) Funds on deposit in the Reserve Fund may be withdrawn invested by the Trustee in connection with any Distribution Date to fund Permitted Investments at the amounts required to written direction of the Class X Certificateholder. Net investment earnings on such investments shall be distributed to holders of the Class A-1, Class M-1, Class M-2 and Class B Certificates X Certificateholder pursuant to Sections 4.02(b)(ivSection 5.06(d)(xv). (d) F. through I. to the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions shall be treated for federal tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. On any each Distribution Date, any amounts on deposit in the Reserve Fund will be applied, to the extent that any of the amounts listed below remains unpaid after distributions on such Distribution Date of the Interest Distribution Amount and Principal Distribution Amount pursuant to Section 5.02(b) and Section 5.02(c) hereof, in the following order of priority: (i) pro rata, to the Class A-1 and Class A-2 Certificates, any Current Interest for each such Class and such Distribution Date and any Carryforward Interest for each such Class and such Distribution Date; (ii) to the Class M-1 Certificates, Current Interest for such Class and such Distribution Date; (iii) to the Class M-2 Certificates, Current Interest for such Class and such Distribution Date; (iv) to the Class B Certificates, Current Interest for such Class and such Distribution Date; (v) pro rata, to the Class A-1 and Class A-2 Certificates, any Basis Risk Shortfall and Unpaid Basis Risk Shortfall for each such Class and such Distribution Date; (vi) to the Class M-1 Certificates, any Basis Risk Shortfall and Unpaid Basis Risk Shortfall for such Class and such Distribution Date; (vii) to the Class M-2 Certificates, any Basis Risk Shortfall and Unpaid Basis Risk Shortfall for such Class and such Distribution Date; (viii) to the Class B Certificates, any Basis Risk Shortfall and Unpaid Basis Risk Shortfall for such Class and such Distribution Date; (ix) to the Class M-1 Certificates, any Carryforward Interest for such Class and such Distribution Date; (x) to the Class M-1 Certificates, any Deferred Amounts previously allocated to such Class; (xi) to the Class M-2 Certificates, any Carryforward Interest for such Class and such Distribution Date; (xii) to the Class M-2 Certificates, any Deferred Amounts previously allocated to such Class; (xiii) to the Class B Certificates, any Carryforward Interest for such Class and such Distribution Date; (xiv) to the Class B Certificates, any Deferred Amounts previously allocated to such Class; and (xv) to the Class X Certificates, any remaining amount in excess of the Required Reserve Fund Amount shall be distributed to the Class X-1 Certificateholder pursuant to Section 4.02(b)(iv)K. (c) Amounts distributed pursuant to clauses F through I of Section 4.02(b)(iv) for such Distribution Date shall be treated for federal income tax purposes as amounts distributed by REMIC 3 to the Class X-1 CertificateholdersAmount. (d) Funds in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder of the Class X-1

Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Class A-1A-2, Class M-1, Class M-2 and Class B Certificates, the Reserve Fund. The Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trustee pursuant to this Agreement. (b) On the Closing Date, $5,000 will be deposited by the Depositor into the Reserve Fund. On each Distribution Date, the Trustee shall transfer from the Certificate Account to the Reserve Fund pursuant to Section 4.02(b)(iv)(J4.02(b)(iv)(I)., the Required Reserve Fund Deposit. Amounts on deposit in the Reserve Fund may be withdrawn by the Trustee in connection with any Distribution Date to fund the amounts required to be distributed to holders of the Class A-1A-2, Class M-1, Class M-2 and Class B Certificates pursuant to Sections 4.02(b)(iv) F. E. through I. H. to the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions shall be treated for federal tax purposes as amounts distributed by REMIC 3 2 to the Class X-1 Certificateholders. On any Distribution Date, any amounts on deposit in the Reserve Fund in excess of the Required Reserve Fund Amount shall be distributed to the Class X-1 Certificateholder pursuant to Section 4.02(b)(iv)K.4.02(b)(iv)J. (c) Amounts distributed pursuant to clauses F through I of Section 4.02(b)(iv) for such Distribution Date shall be treated for federal income tax purposes as amounts distributed by REMIC 3 2 to the Class X-1 Certificateholders. (d) Funds in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder of the Class X-1

Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Class A-1A-2, Class M-1A-0, Xxxxx X-0, Class M-2 M-2, Class B-1A and Class B B-1B Certificates, the Reserve Fund. The Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trustee pursuant to this Agreement. (b) On the Closing Date, $5,000 will be deposited by the Depositor into the Reserve Fund. On each Distribution Date, the Trustee shall transfer from the Certificate Account to the Reserve Fund pursuant to Section 4.02(b)(iv)(J)., the Required Reserve Fund Deposit. Amounts on deposit in the Reserve Fund may be withdrawn by the Trustee in connection with any Distribution Date to fund the amounts required to be distributed to holders of the Class A-1A-2, Class M-1A-0, Xxxxx X-0, Class M-2 M-2, Class B-1A and Class B B-1B Certificates pursuant to Sections 4.02(b)(iv) F. through I. to the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions shall be treated for federal tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. On any Distribution Date, any amounts on deposit in the Reserve Fund in excess of the Required Reserve Fund Amount shall be distributed to the Class X-1 Certificateholder pursuant to Section 4.02(b)(iv)K. (c) Amounts distributed pursuant to clauses F through I of Section 4.02(b)(iv) for such Distribution Date shall be treated for federal income tax purposes as amounts distributed by REMIC 3 2 to the Class X-1 Certificateholders. (d) Funds in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder of the Class X-1

Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of Certificate Insurer and the Class A-1, Class M-1, Class M-2 and Class B Offered Certificates, the Reserve Fund. The Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trustee pursuant to this Agreement. The Reserve Fund shall be treated as an "outside reserve fund" under applicable Treasury regulations and will not be part of any REMIC. Any investment earnings on the Reserve Fund will be treated as owned by the Class BIO Certificateholder and will be taxable to the Class BIO Certificateholder. Distributions made or deemed deposited to any outside reserve fund under this Agreement shall be treated as made to the owner of such fund. The Trustee shall treat the Reserve Fund as having a nominal (zero) value for the Holders of the Offered Certificates. (b) On the Closing Date, $5,000 will be deposited by the Depositor into the Reserve Fund. On each Distribution DateUpon receipt, the Trustee shall transfer deposit any amounts received under the Yield Maintenance Agreement. The Trustee shall make withdrawals from the Certificate Account to the Reserve Fund pursuant to Section 4.02(b)(iv)(J)., the Required Reserve Fund Deposit. Amounts on deposit in the Reserve Fund may be withdrawn by the Trustee in connection with any Distribution Date to fund the amounts required to be distributed to holders of the Class A-1, Class M-1, Class M-2 and Class B Certificates make distributions pursuant to Sections 4.02(b)(iv4.02(c), (d) F. through I. to the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions shall be treated for federal tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. On any Distribution Date, any amounts on deposit in the Reserve Fund in excess of the Required Reserve Fund Amount shall be distributed to the Class X-1 Certificateholder pursuant to Section 4.02(b)(iv)K.and (e). (c) Amounts distributed pursuant to clauses F through I of Section 4.02(b)(iv) for such Distribution Date shall be treated for federal income tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. (d) Funds in the Reserve Fund may be invested in Eligible Investments by Investments. Any earnings on such amounts shall be payable to the Class BIO Certificates. The Class BIO Certificates shall evidence ownership of the Reserve Fund for federal tax purposes and shall direct the Trustee at in writing as to the direction investment of amounts therein. (d) Upon termination of the Majority Trust Fund, any amounts remaining in Interest Holder the Reserve Fund shall be distributed to the Holders of the Class X-1BIO Certificates in the same manner as if distributed pursuant to Section 4.02(a)(7) hereof.

Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Class A-1, Class M-1, Class M-2 and Class B II-A-1 Certificates, the Reserve Fund. The Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trustee pursuant to this Agreement. (b) On the Closing Date, $5,000 will be deposited by the Depositor into the Reserve Fund. On each Distribution Date, the Trustee shall transfer from the Certificate Account to the Reserve Fund pursuant to Section 4.02(b)(iv)(J).4.02(b)(v)F., the Required Reserve Fund Deposit. Amounts on deposit in the Reserve Fund may be withdrawn by the Trustee in connection with any Distribution Date to fund the amounts required to be distributed to holders of the Class A-1, Class M-1, Class M-2 and Class B II-A-1 Certificates pursuant to Sections 4.02(b)(iv4.02(b)(v) F. through I. E. to the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions shall be treated for federal tax purposes as amounts distributed by REMIC 3 to the Class II-X-1 Certificateholders. On any Distribution Date, any amounts on deposit in the Reserve Fund in excess of the Required Reserve Fund Amount shall be distributed to the Class II-X-1 Certificateholder pursuant to Section 4.02(b)(iv)K.4.02(b)(v)G. (c) Amounts distributed pursuant to clauses E and F through I of Section 4.02(b)(iv4.02(b)(v) for such Distribution Date shall be treated for federal income tax purposes as amounts distributed by REMIC 3 to the Class II-X-1 Certificateholders. (d) Funds in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder of the Class II-X-1

Reserve Fund. (a) On or before the Closing Date, the Trustee Securities Administrator shall establish and maintain a Reserve Fund in its name, in trust for the benefit name of the Trustee on behalf of the Holders of the Class A-1, Class M-1, Class M-2 and Class B Group I Certificates, the . The Reserve FundFund must be an Eligible Account. The Reserve Fund shall be an Eligible Accountentitled “Reserve Fund, JPMorgan Chase Bank, National Association as Trustee for the benefit of holders of Structured Asset Mortgage Investments II Inc., Bear Sxxxxxx ALT-A Trust 2005-10, Mortgage Pass-Through Certificates, Series 2005-10, Class I-1A-1, Class I-1A-2, Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 and funds on deposit therein Class I-B-3”. The Securities Administrator shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held demand payment of all money payable by the Trustee Counterparty under the Cap Contracts. The Securities Administrator shall deposit in the Reserve Fund all payments received by it from the Counterparty pursuant to this Agreement.the Cap Contracts and, prior to distribution of such amounts pursuant to Section 6.01.1(a), all payments described under the eighth and ninth clauses of Section 6.01.1 (ba) On the Closing Date, $5,000 will be deposited by the Depositor into the Reserve Fund. On each Distribution Date, the Trustee Securities Administrator shall transfer remit amounts received by it from the Certificate Account Counterparty to the Holders of the applicable Group I Certificates in the manner provided in Section 6.01.1(b). (b) The Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation '1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any 2005-10 REMIC. The Securities Administrator on behalf of the Trust shall be the nominal owner of the Reserve Fund. For federal income tax purposes, the Class B-IO Certificateholder shall be the beneficial owner of the Reserve Fund, subject to the power of the Securities Administrator to distribute amounts under Section 6.01.1(b) and the eighth and ninth clauses of Section 6.01.1(a) and shall report items of income, deduction, gain or loss arising therefrom. For federal income tax purposes, amounts distributed to Certificateholders pursuant to the eighth and ninth clauses of Section 4.02(b)(iv)(J)., 6.01.1 (a) will be treated as first distributed to the Required Reserve Fund DepositClass B-IO Certificates and then paid from the Class B-IO Certificateholders to the applicable holders of the Group I Certificates. Amounts on deposit in the Reserve Fund may be withdrawn by shall, at the Trustee in connection with any Distribution Date to fund the amounts required to be distributed to holders written direction of the Class A-1B-IO Certificateholder, Class M-1, Class M-2 and Class B Certificates pursuant to Sections 4.02(b)(iv) F. through I. be held either uninvested in a trust or deposit account of the Securities Administrator with no liability for interest or other compensation thereon or invested in Permitted Investments that mature no later than the Business Day prior to the next succeeding Distribution Date. To the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions shall be treated for federal tax purposes as amounts distributed by REMIC 3 to that the Class X-1 Certificateholders. On any B-IO Certificateholders have provided the Securities Administrator with such written direction to invest such funds in Permitted Investments, on each Distribution Date, any amounts on deposit Date the Securities Administrator shall distribute all net income and gain from such Permitted Investments in the Reserve Fund in excess of the Required Reserve Fund Amount shall be distributed to the Class X-1 Certificateholder pursuant to Section 4.02(b)(iv)K. (c) Amounts distributed pursuant to clauses F through I B-IO Certificateholder, not as a distribution in respect of Section 4.02(b)(iv) for such Distribution Date shall be treated for federal income tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. (d) Funds any interest in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder of the Class X-1any 2005-10

Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Class A-1, Class M-1, Class M-2 M-2A, Class M-2B and Class B Certificates, the Reserve Fund. The Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trustee pursuant to this Agreement. (b) On the Closing Date, $5,000 will be deposited by the Depositor into the Reserve Fund. On each Distribution Date, the Trustee shall transfer from the Certificate Account to the Reserve Fund pursuant to Section 4.02(b)(iv)(J)., the Required Reserve Fund Deposit. Amounts on deposit in the Reserve Fund may be withdrawn by the Trustee in connection with any Distribution Date to fund the amounts required to be distributed to holders of the Class A-1, Class M-1, Class M-2 M- 2A, Class M-2B and Class B Certificates pursuant to Sections 4.02(b)(iv) F. through I. to the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions shall be treated for federal tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. On any Distribution Date, any amounts on deposit in the Reserve Fund in excess of the Required Reserve Fund Amount shall be distributed to the Class X-1 Certificateholder pursuant to Section 4.02(b)(iv)K. (c) Amounts distributed pursuant to clauses F through I of Section 4.02(b)(iv) for such Distribution Date shall be treated for federal income tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. (d) Funds in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder of the Class X-1

Reserve Fund. (a) On the Closing Date, the Trustee Securities Administrator shall establish and maintain in its name, in trust for the benefit of the Holders holders of the Offered Certificates Class, a Reserve Fund, into which LBH shall deposit $1,000. In addition, the Securities Administrator shall hold the Class A-1, Class M-1, Class M-2 and Class B Certificates, 1-A1 Cap Agreement as an asset in the Reserve Fund. The Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation, other moneys of the Securities Administrator held by the Trustee pursuant to this Agreement. (b) On the Closing Date, $5,000 will be deposited each Distribution Date on which there is a payment received by the Depositor into Securities Administrator under (i) the Reserve Fund. On each Distribution DateClass 1-A Cap Agreement that is based on a notional amount in excess of the aggregate Class Principal Amount of the Offered Certificates or (the “Class CX Excess Cap Amount”), the Trustee Securities Administrator shall transfer from the Certificate Account to the Reserve Fund pursuant to Section 4.02(b)(iv)(J)., the Required Reserve Fund Deposit. Amounts not treat such payments as amounts on deposit in the Reserve Fund may be withdrawn by for purposes of determining the Trustee in connection with Required Reserve Fund Amount for any Distribution Date to fund Date. Any such Class CX Excess Cap Amount shall not be an asset of the amounts required to Trust Fund and, instead, shall be paid into and distributed to holders out of a separate trust created by this Agreement for the benefit of the Class A-1CX Certificateholders, and the Securities Administrator shall distribute such amount to the Class M-1, Class M-2 and Class B Certificates CX Certificateholders pursuant to Sections 4.02(b)(iv) F. through I. Section 5.02(e)(II)(iii)(F). On each Distribution Date the Securities Administrator shall distribute in the order of priority and to the extent Monthly Excess Cashflow on specified in Section 5.02(e)(II)(iii) of this Agreement the sum of (without duplication) (a) any payments made by the Cap Counterparty to the Trust Fund for such date is insufficient to make such payments. Any such distributions shall be treated for federal tax purposes as amounts distributed by REMIC 3 Distribution Date with respect to the Class X-1 Certificateholders1-A Cap Agreement and (b) any amounts then on deposit in the Reserve Fund, including any earnings thereon, in respect of the Class 1-A Cap Agreement. On any Distribution Date, any amounts that the Securities Administrator is not required to distribute from the Reserve Fund pursuant to Section 5.02(e)(iii) of this Agreement shall remain on deposit in the Reserve Fund. (c) Funds in the Reserve Fund shall be invested in Eligible Investments. The Class X Certificates shall evidence ownership of the Reserve Fund for federal income tax purposes and LBH on behalf of the Holders thereof shall direct the Securities Administrator, in writing, as to investment of amounts on deposit therein. LBH shall be liable for any losses incurred on such investments. LBH hereby directs the Securities Administrator to invest funds on deposit in the Reserve Fund in excess of the Required Reserve Citibank’s Xxxxxxx Sachs FS Treasury Instruments Fund Amount shall be distributed Class 524 or such investment as is hereafter specified to the Class X-1 Certificateholder pursuant Securities Administrator by LBH from time to Section 4.02(b)(iv)K. (c) Amounts distributed pursuant to clauses F through I of Section 4.02(b)(iv) for such Distribution Date shall be treated for federal income tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholderstime. (d) Funds in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder of the Class X-1

Reserve Fund. (a) On or before the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit a Reserve Fund on behalf of the Holders of the Class A-1A-3, Class M-1, Class M-2 A-5 and Class B A-7 Certificates, the . The Reserve FundFund must be an Eligible Account. The Reserve Fund shall be an Eligible Accountentitled "Reserve Fund, and funds on deposit therein U.S. Bank National Association, as Trustee for the benefit of holders of Residential Funding Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series 2006-S6". The Trustee shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held demand payment of all money payable by the Yield Maintenance Agreement Provider under any of the Yield Maintenance Agreements. The Trustee shall deposit in the Reserve Fund all payments received by it from the Yield Maintenance Agreement Provider pursuant to this any Yield Maintenance Agreement. (b) On the Closing Date, $5,000 will be deposited by the Depositor into the Reserve Fund. On each Distribution Date, the Trustee shall transfer remit amounts received by it from the Certificate Account Yield Maintenance Agreement Provider to the Holders of the Class A-3, Class A-5 and Class A-7 Certificates, as applicable, in the manner provided in Section 4.02(f) as it is directed by the Master Servicer. (b) The Reserve Fund pursuant is an "outside reserve fund" within the meaning of Treasury Regulationss.1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Reserve Fund. Morgan Stanley & Co. Incorporated shall be the beneficial owner of the Reserve Fund, subject to Section 4.02(b)(iv)(J)., the Required Reserve Fund Depositxxx xxwex xx xxe Trustee to distribute amounts under Sections 4.02(f) and 4.09. Amounts on deposit in the Reserve Fund may shall be withdrawn by held uninvested in a trust account of the Trustee in connection with any Distribution Date to fund the amounts required to be distributed to holders of the Class A-1, Class M-1, Class M-2 and Class B Certificates pursuant to Sections 4.02(b)(iv) F. through I. to the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions shall be treated no liability for federal tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. On any Distribution Date, any amounts on deposit in the Reserve Fund in excess of the Required Reserve Fund Amount shall be distributed to the Class X-1 Certificateholder pursuant to Section 4.02(b)(iv)K. (c) Amounts distributed pursuant to clauses F through I of Section 4.02(b)(iv) for such Distribution Date shall be treated for federal income tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholdersinterest or other compensation thereon. (d) Funds in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder of the Class X-1

Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Class A-1, Class M-1A-2, Class Xxxxx X-0, Xlass M-2 and Class B Certificates, the Reserve Fund. The Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trustee pursuant to this Agreement. (b) On the Closing Date, $5,000 will be deposited by the Depositor into the Reserve Fund. On each Distribution Date, the Trustee shall transfer from the Certificate Account to the Reserve Fund pursuant to Section 4.02(b)(iv)(J4.02(b)(iv)(I)., the Required Reserve Fund Deposit. Amounts on deposit in the Reserve Fund may be withdrawn by the Trustee in connection with any Distribution Date to fund the amounts required to be distributed to holders of the Class A-1, Class M-1A-2, Class Xxxxx X-0, Xlass M-2 and Class B Certificates pursuant to Sections 4.02(b)(iv) F. E. through I. H. to the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions shall be treated for federal tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. On any Distribution Date, any amounts on deposit in the Reserve Fund in excess of the Required Reserve Fund Amount shall be distributed to the Class X-1 Certificateholder pursuant to Section 4.02(b)(iv)K.4.02(b)(iv)J. (c) Amounts distributed pursuant to clauses F through I of Section 4.02(b)(iv) for such Distribution Date shall be treated for federal income tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. (d) Funds in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder of the Class X-1

Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Class A-1A-3, Class M-1, Class M-2 and Class B Certificates, the Reserve Fund. The Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trustee pursuant to this Agreement. (b) On the Closing Date, $5,000 will be deposited by the Depositor into the Reserve Fund. On each Distribution Date, the Trustee shall transfer from the Certificate Account to the Reserve Fund pursuant to Section 4.02(b)(iv)(J)., the Required Reserve Fund Deposit. Amounts on deposit in the Reserve Fund may be withdrawn by the Trustee in connection with any Distribution Date to fund the amounts required to be distributed to holders of the Class A-1A-3, Class M-1, Class M-2 94 and Class B Certificates pursuant to Sections 4.02(b)(iv) F. through I. to the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions shall be treated for federal tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. On any Distribution Date, any amounts on deposit in the Reserve Fund in excess of the Required Reserve Fund Amount shall be distributed to the Class X-1 Certificateholder pursuant to Section 4.02(b)(iv)K. (c) Amounts distributed pursuant to clauses F through I of Section 4.02(b)(iv) for such Distribution Date shall be treated for federal income tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. (d) Funds in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder of the Class X-1

Reserve Fund. (a) On or before the Closing Date, the Trustee Securities Administrator shall establish and maintain a Reserve Fund in its name, in trust for the benefit name of the Trustee on behalf of the Holders of the Class A-1, Class M-1, Class M-2 and Class B Group I Certificates, the . The Reserve FundFund must be an Eligible Account. The Reserve Fund shall be an Eligible Accountentitled "Reserve Fund, JPMorgan Chase Bank, National Association as Trustee for the benefit of holders of Structured Asset Mortgage Investments II Inc., Bear Xxxxxxx ALT-A Trust 2005-9, Mortgage Pass-Through Certificates, Series 2005-9, Class I-1A-1, Class I-1A-2, Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 and funds on deposit therein Class I-B-3". The Securities Administrator shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held demand payment of all money payable by the Trustee Counterparty under the Cap Contracts. The Securities Administrator shall deposit in the Reserve Fund all payments received by it from the Counterparty pursuant to this Agreement.the Cap Contracts and, prior to distribution of such amounts pursuant to Section 6.01.1(a), all payments described under the eighth and ninth clauses of Section 6.01.1 (ba) On the Closing Date, $5,000 will be deposited by the Depositor into the Reserve Fund. On each Distribution Date, the Trustee Securities Administrator shall transfer remit amounts received by it from the Certificate Account Counterparty to the Holders of the applicable Group I Certificates in the manner provided in Section 6.01.1(b). (b) The Reserve Fund is an "outside reserve fund" within the meaning of Treasury Regulation '1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any 2005-9 REMIC. The Securities Administrator on behalf of the Trust shall be the nominal owner of the Reserve Fund. For federal income tax purposes, the Class B-IO Certificateholder shall be the beneficial owner of the Reserve Fund, subject to the power of the Securities Administrator to distribute amounts under Section 6.01.1(b) and the eighth and ninth clauses of Section 6.01.1(a) and shall report items of income, deduction, gain or loss arising therefrom. For federal income tax purposes, amounts distributed to Certificateholders pursuant to the eighth and ninth clauses of Section 4.02(b)(iv)(J)., 6.01.1 (a) will be treated as first distributed to the Required Reserve Fund DepositClass B-IO Certificates and then paid from the Class B-IO Certificateholders to the applicable holders of the Group I Certificates. Amounts on deposit in the Reserve Fund may be withdrawn by shall, at the Trustee in connection with any Distribution Date to fund the amounts required to be distributed to holders written direction of the Class A-1B-IO Certificateholder, Class M-1, Class M-2 and Class B Certificates pursuant to Sections 4.02(b)(iv) F. through I. be held either uninvested in a trust or deposit account of the Securities Administrator with no liability for interest or other compensation thereon or invested in Permitted Investments that mature no later than the Business Day prior to the next succeeding Distribution Date. To the extent Monthly Excess Cashflow on such date is insufficient to make such payments. Any such distributions shall be treated for federal tax purposes as amounts distributed by REMIC 3 to that the Class X-1 Certificateholders. On any B-IO Certificateholders have provided the Securities Administrator with such written direction to invest such funds in Permitted Investments, on each Distribution Date, any amounts on deposit Date the Securities Administrator shall distribute all net income and gain from such Permitted Investments in the Reserve Fund in excess of the Required Reserve Fund Amount shall be distributed to the Class X-1 Certificateholder pursuant to Section 4.02(b)(iv)K. (c) Amounts distributed pursuant to clauses F through I B-IO Certificateholder, not as a distribution in respect of Section 4.02(b)(iv) for such Distribution Date shall be treated for federal income tax purposes as amounts distributed by REMIC 3 to the Class X-1 Certificateholders. (d) Funds any interest in the Reserve Fund may be invested in Eligible Investments by the Trustee at the direction of the Majority in Interest Holder of the Class X-1any 2005-9