FREMONT MORTGAGE SECURITIES CORPORATION, as Depositor, FREMONT INVESTMENT & LOAN, as Originator and Servicer, WELLS FARGO BANK, N.A., as Master Servicer and Trust Administrator, and HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee POOLING AND SERVICING...

Exhibit 4.1

FREMONT MORTGAGE SECURITIES CORPORATION,

as Depositor,

FREMONT INVESTMENT & LOAN,

as Originator and Servicer,

XXXXX FARGO BANK, N.A.,

as Master Servicer and Trust Administrator,

and

HSBC BANK USA, NATIONAL ASSOCIATION,

as Trustee

POOLING AND SERVICING AGREEMENT

Dated as of August 1, 2006

FREMONT HOME LOAN TRUST 2006-B
MORTGAGE-BACKED CERTIFICATES,
SERIES 2006-B

TABLE OF CONTENTS


		PAGE
ARTICLE I DEFINITIONS			28

Section 1.01.	Definitions		28

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES			125

Section 2.01.	Conveyance of Mortgage Loans		125
Section 2.02.	Acceptance by the Trustee or Trust Administrator of the Mortgage Loans		129
Section 2.03.	Representations, Warranties and Covenants of the Originator and the Servicer		130
Section 2.04.	Delivery of Opinion of Counsel in Connection with Substitution; Non-Qualified Mortgages		133
Section 2.05.	Execution and Delivery of Certificates		134
Section 2.06.	Representations and Warranties of the Depositor		134
Section 2.07.	Representations, Warranties and Covenants of the Servicer, the Originator and the Master Servicer		136

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS			140

Section 3.01.	Servicer to Service Mortgage Loans		140
Section 3.02.	Subservicing Agreements between the Servicer and Subservicers		142
Section 3.03.	Successor Subservicers		144
Section 3.04.	Liability of the Servicer		144
Section 3.05.	No Contractual Relationship between Subservicers and the Trustee, Master Servicer, Trust Administrator or Certificateholder		144
Section 3.06.	Assumption or Termination of Subservicing Agreements by Master Servicer, Trustee or Trust Administrator		145
Section 3.07.	Collection of Certain Mortgage Loan Payments		145
Section 3.08.	Subservicing Accounts		146
Section 3.09.	Collection of Taxes, Assessments and Similar Items; Escrow Accounts		147
Section 3.10.	Collection Account		148
Section 3.11.	Withdrawals from the Collection Account and Distribution Account		149
Section 3.12.	Investment of Funds in the Collection Account and the Distribution Account		151
Section 3.13.	Maintenance of Hazard Insurance, Errors and Omissions and Fidelity Coverage		152
Section 3.14.	Enforcement of Due-on-Sale Clauses; Assumption Agreements		154
Section 3.15.	Realization upon Defaulted Mortgage Loans		155
Section 3.16.	Release of Mortgage Files		156
Section 3.17.	Title, Conservation and Disposition of REO Property		157
Section 3.18.	Notification of Adjustments		159
Section 3.19.	Access to Certain Documentation and Information Regarding the Mortgage Loans		159
Section 3.20.	Documents, Records and Funds in Possession of the Servicer to Be Held for the Trustee		159
Section 3.21.	Servicing Compensation		160
Section 3.22.	Annual Statement as to Compliance		160



Fremont 2006-B Pooling & Servicing Agreement


		PAGE
Section 3.23.	Report on Assessment of Compliance and Attestation		161
Section 3.24.	Master Servicer to Act as Servicer		163
Section 3.25.	Compensating Interest		163
Section 3.26.	Credit Reporting; Xxxxx-Xxxxx-Xxxxxx Act		164
Section 3.27.	Pool I Net WAC Rate Carryover Reserve Account; Distribution Account; Swap Account; Interest Coverage Account		164
Section 3.28.	Optional Purchase of Delinquent Mortgage Loans		171
Section 3.29.	REMIC-Related Covenants		171

ARTICLE IIIA ADMINISTRATION AND MASTER SERVICING OF THE MORTGAGE LOANS BY THE MASTER SERVICER			171

Section 3A.01.	Master Servicer		171
Section 3A.02	REMIC-Related Covenants		172
Section 3A.03	Monitoring of Servicer		172
Section 3A.04	Fidelity Bond		173
Section 3A.05	Power to Act; Procedures		174
Section 3A.06	Due-on-Sale Clauses; Assumption Agreements		174
Section 3A.07	Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee		174

ARTICLE IV DISTRIBUTIONS AND ADVANCES BY THE SERVICER			175

Section 4.01.	Advances		176
Section 4.02.	Priorities of Distribution		177
Section 4.03.	Monthly Statements to Certificateholders		196
Section 4.04.	Certain Matters Relating to the Determination of LIBOR		199
Section 4.05.	Allocation of Realized Loss Amounts		200
Section 4.06.	Compliance with Withholding Requirements		200
Section 4.07.	Commission Reporting		201
Section 4.08.	REMIC Distributions and Allocation of Losses		209

ARTICLE V THE CERTIFICATES			221

Section 5.01.	The Certificates		221
Section 5.02.	Certificate Register; Registration of Transfer and Exchange of Certificates		222
Section 5.03.	Mutilated, Destroyed, Lost or Stolen Certificates		227
Section 5.04.	Persons Deemed Owners		228
Section 5.05.	Access to List of Certificateholders’ Names and Addresses		228
Section 5.06.	Maintenance of Office or Agency		228

ARTICLE VI THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER AND THE SERVICER			228

Section 6.01.	Respective Liabilities of the Depositor, the Originator, the Master Servicer and the Servicer		228
Section 6.02.	Merger or Consolidation of the Depositor, the Originator, the Master Servicer or the Servicer		229
Section 6.03.	Limitation on Liability of the Depositor, the Originator, the Master Servicer, the Trust Administrator, the Servicer and Others		229
Section 6.04.	Limitation on Resignation of the Servicer		230



Fremont 2006-B Pooling & Servicing Agreement


		PAGE
Section 6.05.	Additional Indemnification by the Servicer; Third Party Claims		230
Section 6.06.	Rights of the Depositor, the Master Servicer, the Trust Administrator and the Trustee in Respect of the Servicer		231
Section 6.07.	Limitation on Resignation of the Master Servicer		232
Section 6.08.	Assignment of Master Servicing		232

ARTICLE VII DEFAULT			232

Section 7.01.	Events of Default		232
Section 7.02.	Master Servicer to Act; Appointment of Successor		238
Section 7.03.	Notification to Certificateholders		240

ARTICLE VIII CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR			240

Section 8.01.	Duties of the Trustee and Trust Administrator		240
Section 8.02.	Certain Matters Affecting the Trustee and the Trust Administrator		241
Section 8.03.	Neither the Trustee Nor the Trust Administrator Liable for Certificates or Mortgage Loans		243
Section 8.04.	Trustee and Trust Administrator May Own Certificates		244
Section 8.05.	Fees and Expenses of the Trustee and Trust Administrator		244
Section 8.06.	Eligibility Requirements for the Trustee and Trust Administrator		245
Section 8.07.	Resignation and Removal of the Trustee or Trust Administrator		245
Section 8.08.	Successor Trustee or Trust Administrator		246
Section 8.09.	Merger or Consolidation of the Trustee or the Trust Administrator		247
Section 8.10.	Appointment of Co-Trustee or Separate Trustee.		247
Section 8.11.	Representations and Warranties of the Trustee and Trust Administrator		248

ARTICLE IX TERMINATION			249

Section 9.01.	Termination upon Liquidation or Purchase of the Mortgage Loans		249
Section 9.02.	Final Distribution on the Certificates		250
Section 9.03.	Additional Termination Requirements		251

ARTICLE X MISCELLANEOUS PROVISIONS			252

Section 10.01.	Amendment		252
Section 10.02.	Recordation of Agreement; Counterparts		254
Section 10.03.	Governing Law		254
Section 10.04.	Intention of Parties		254
Section 10.05.	Notices		255
Section 10.06.	Severability of Provisions		256
Section 10.07.	Assignment; Sales; Advance Facilities		256
Section 10.08.	Limitation on Rights of Certificateholders		258
Section 10.09.	Inspection and Audit Rights		259
Section 10.10.	Certificates Nonassessable and Fully Paid		259
Section 10.11.	Waiver of Jury Trial		259
Section 10.12.	Benefit of Agreement		259

ARTICLE XI REMIC PROVISIONS			259

Section 11.01.	REMIC Administration		260
Section 11.02.	Prohibited Transactions and Activities		265



Fremont 2006-B Pooling & Servicing Agreement

iii


		PAGE
Section 11.03.	Indemnification		265

SCHEDULES

Schedule I	Pool I Mortgage Loan Schedule
Schedule II	Pool II Mortgage Loan Schedule
Schedule III	Reserved
Schedule IV	Representations and Warranties of Fremont Investment & Loan as to the Mortgage Loans

EXHIBITS

Exhibit A	Form of Class A, Class SL-A, Class M, Class SL-M and Class B Certificates
Exhibit B	Form of Class P Certificate
Exhibit C	Form of Class [R][RX] Certificate
Exhibit D	Form of Class C and Class SL-C Certificates
Exhibit E	Form of Initial Certification of Trust Administrator
Exhibit F	Form of Document Certification and Exception Report of Trust Administrator
Exhibit G	Form of Residual Transfer Affidavit and Agreement
Exhibit H	Form of Transferor Certificate
Exhibit I	Form of Rule 144A Letter
Exhibit J	Form of Request for Release
Exhibit K	Form of Contents for Each Mortgage File
Exhibit L	Power of Attorney
Exhibit M	Form of Trust Administrator Certification
Exhibit N	Form of Servicer Certification
Exhibit O	Purchase Agreement
Exhibit P	Standard & Poor’s LEVELS® Glossary
Exhibit Q	Form of Calculation of Realized Loss
Exhibit R	Relevant Servicing Criteria
Exhibit S	Additional Form 10-D Disclosure
Exhibit T	Additional Form 10-K Disclosure
Exhibit U	Form 8-K Disclosure Information
Exhibit V	Additional Disclosure Notification



Fremont 2006-B Pooling & Servicing Agreement

THIS POOLING AND SERVICING AGREEMENT, dated as of August 1, 2006, among FREMONT MORTGAGE SECURITIES CORPORATION, as depositor (the “Depositor”), FREMONT INVESTMENT & LOAN, as originator and servicer (the “Originator” and the “Servicer”, as applicable; and together “Fremont”), and XXXXX FARGO BANK, N.A., as master servicer and trust administrator (the “Master Servicer” and “Trust Administrator” in such capacities, respectively), and HSBC BANK USA, NATIONAL ASSOCIATION, as trustee (the “Trustee”),

W I T N E S S E T H:

In consideration of the mutual agreements herein contained, the parties hereto agree as follows:

PRELIMINARY STATEMENT

The Issuing Entity intends to sell pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund created hereunder. The Certificates will consist of thirty-two Classes of Certificates, designated as (i) the Class 1-A Certificates, (ii) the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, (iii) the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, (iv) the Class SL-A Certificates, (v) the Class SL-M1, Class SL-M2, Class SL-M3, Class SL-M4, Class SL-M5, Class SL-M6, Class SL-M7, Class SL-M8 and Class SL-M9 Certificates, (vi) the Class SL-B1 Certificates, (vii) the Class C Certificates, (viii) the Class SL-C Certificates, (ix) the Class P Certificates and (x) the Class R and Class RX Certificates. The descriptions of each REMIC that follow are part of the Preliminary Statement. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections described below.

REMIC I

As provided herein, the Trust Administrator will make an election to treat the assets of the portion of the Trust Fund related to the Pool I Mortgage Loans (exclusive of the Interest Coverage Account, the Pool I Swap Agreement, the Pool I Swap Account and the Pool I Net WAC Rate Carryover Reserve Account and any Servicer Prepayment Payment Amounts) as a real estate mortgage investment conduit (a “REMIC”) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I.” The Class R-I Interest will represent the sole class of “residual interests” in REMIC I for purposes of the REMIC Provisions under federal income tax law. Interest on all Classes of REMIC I Regular Interests will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Balance, and solely for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I Interests. None of the REMIC I Regular Interests shall be certificated.

Fremont 2006-B
Pooling & Servicing Agreement


	Initial Uncertificated		Uncertificated REMIC	Latest Possible
Designation	Balance		I Pass-Through Rate	Maturity Date⁽¹⁾
1-IML	$	215,406,009.00	Variable (2)	August 2036
2-IML	$	788,223,068.00	Variable (2)	August 2036


⁽¹⁾		For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC I Regular Interest.

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

Fremont 2006-B
Pooling & Servicing Agreement

REMIC II

As provided herein, the Trust Administrator shall elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as “REMIC II.” The Class R-II Interest shall evidence the sole class of “residual interests” in REMIC II for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Uncertificated REMIC II Pass-Through Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC II Regular Interests (as defined herein). None of the REMIC II Regular Interests shall be certificated.


	Initial Uncertificated		Uncertificated REMIC	Latest Possible
Designation	Balance		II Pass-Through Rate	Maturity Date⁽¹⁾
I	$	4,308,226.31	Variable (2)	August 2036
I-1-A	$	667,630.36	Variable (2)	August 2036
I-1-B	$	667,630.36	Variable (2)	August 2036
I-2-A	$	798,749.82	Variable (2)	August 2036
I-2-B	$	798,749.82	Variable (2)	August 2036
I-3-A	$	928,939.13	Variable (2)	August 2036
I-3-B	$	928,939.13	Variable (2)	August 2036
I-4-A	$	1,057,714.60	Variable (2)	August 2036
I-4-B	$	1,057,714.60	Variable (2)	August 2036
I-5-A	$	1,184,586.58	Variable (2)	August 2036
I-5-B	$	1,184,586.58	Variable (2)	August 2036
I-6-A	$	1,309,066.82	Variable (2)	August 2036
I-6-B	$	1,309,066.82	Variable (2)	August 2036
I-7-A	$	1,430,667.57	Variable (2)	August 2036
I-7-B	$	1,430,667.57	Variable (2)	August 2036
I-8-A	$	1,548,907.52	Variable (2)	August 2036
I-8-B	$	1,548,907.52	Variable (2)	August 2036
I-9-A	$	1,663,312.62	Variable (2)	August 2036
I-9-B	$	1,663,312.62	Variable (2)	August 2036
I-10-A	$	1,773,278.43	Variable (2)	August 2036
I-10-B	$	1,773,278.43	Variable (2)	August 2036
I-11-A	$	1,859,975.71	Variable (2)	August 2036
I-11-B	$	1,859,975.71	Variable (2)	August 2036
I-12-A	$	1,929,480.29	Variable (2)	August 2036
I-12-B	$	1,929,480.29	Variable (2)	August 2036
I-13-A	$	1,995,039.48	Variable (2)	August 2036
I-13-B	$	1,995,039.48	Variable (2)	August 2036
I-14-A	$	2,056,365.96	Variable (2)	August 2036

Fremont 2006-B
Pooling & Servicing Agreement


	Initial Uncertificated		Uncertificated REMIC	Latest Possible
Designation	Balance		II Pass-Through Rate	Maturity Date⁽¹⁾
I-14-B	$	2,056,365.96	Variable (2)	August 2036
I-15-A	$	2,113,189.83	Variable (2)	August 2036
I-15-B	$	2,113,189.83	Variable (2)	August 2036
I-16-A	$	2,165,262.39	Variable (2)	August 2036
I-16-B	$	2,165,262.39	Variable (2)	August 2036
I-17-A	$	2,212,356.67	Variable (2)	August 2036
I-17-B	$	2,212,356.67	Variable (2)	August 2036
I-18-A	$	2,254,270.40	Variable (2)	August 2036
I-18-B	$	2,254,270.40	Variable (2)	August 2036
I-19-A	$	2,290,826.76	Variable (2)	August 2036
I-19-B	$	2,290,826.76	Variable (2)	August 2036
I-20-A	$	2,360,214.90	Variable (2)	August 2036
I-20-B	$	2,360,214.90	Variable (2)	August 2036
I-21-A	$	2,650,803.91	Variable (2)	August 2036
I-21-B	$	2,650,803.91	Variable (2)	August 2036
I-22-A	$	52,979,235.62	Variable (2)	August 2036
I-22-B	$	52,979,235.62	Variable (2)	August 2036
I-23-A	$	2,351,479.04	Variable (2)	August 2036
I-23-B	$	2,351,479.04	Variable (2)	August 2036
I-24-A	$	318,586.31	Variable (2)	August 2036
I-24-B	$	318,586.31	Variable (2)	August 2036
I-25-A	$	311,278.80	Variable (2)	August 2036
I-25-B	$	311,278.80	Variable (2)	August 2036
I-26-A	$	304,141.91	Variable (2)	August 2036
I-26-B	$	304,141.91	Variable (2)	August 2036
I-27-A	$	297,171.09	Variable (2)	August 2036
I-27-B	$	297,171.09	Variable (2)	August 2036
I-28-A	$	290,363.38	Variable (2)	August 2036
I-28-B	$	290,363.38	Variable (2)	August 2036
I-29-A	$	283,713.43	Variable (2)	August 2036
I-29-B	$	283,713.43	Variable (2)	August 2036
I-30-A	$	277,218.82	Variable (2)	August 2036
I-30-B	$	277,218.82	Variable (2)	August 2036
I-31-A	$	328,050.03	Variable (2)	August 2036
I-31-B	$	328,050.03	Variable (2)	August 2036
I-32-A	$	262,617.46	Variable (2)	August 2036
I-32-B	$	262,617.46	Variable (2)	August 2036
I-33-A	$	302,627.18	Variable (2)	August 2036
I-33-B	$	302,627.18	Variable (2)	August 2036

Fremont 2006-B
Pooling & Servicing Agreement


	Initial Uncertificated		Uncertificated REMIC	Latest Possible
Designation	Balance		II Pass-Through Rate	Maturity Date⁽¹⁾
I-34-A	$	304,837.30	Variable (2)	August 2036
I-34-B	$	304,837.30	Variable (2)	August 2036
I-35-A	$	413,771.83	Variable (2)	August 2036
I-35-B	$	413,771.83	Variable (2)	August 2036
I-36-A	$	229,891.66	Variable (2)	August 2036
I-36-B	$	229,891.66	Variable (2)	August 2036
I-37-A	$	224,789.17	Variable (2)	August 2036
I-37-B	$	224,789.17	Variable (2)	August 2036
I-38-A	$	219,799.62	Variable (2)	August 2036
I-38-B	$	219,799.62	Variable (2)	August 2036
I-39-A	$	214,920.88	Variable (2)	August 2036
I-39-B	$	214,920.88	Variable (2)	August 2036
I-40-A	$	210,149.99	Variable (2)	August 2036
I-40-B	$	210,149.99	Variable (2)	August 2036
I-41-A	$	205,484.53	Variable (2)	August 2036
I-41-B	$	205,484.53	Variable (2)	August 2036
I-42-A	$	200,922.63	Variable (2)	August 2036
I-42-B	$	200,922.63	Variable (2)	August 2036
I-43-A	$	196,461.88	Variable (2)	August 2036
I-43-B	$	196,461.88	Variable (2)	August 2036
I-44-A	$	192,099.85	Variable (2)	August 2036
I-44-B	$	192,099.85	Variable (2)	August 2036
I-45-A	$	187,834.14	Variable (2)	August 2036
I-45-B	$	187,834.14	Variable (2)	August 2036
I-46-A	$	183,663.13	Variable (2)	August 2036
I-46-B	$	183,663.13	Variable (2)	August 2036
I-47-A	$	179,584.14	Variable (2)	August 2036
I-47-B	$	179,584.14	Variable (2)	August 2036
I-48-A	$	175,595.83	Variable (2)	August 2036
I-48-B	$	175,595.83	Variable (2)	August 2036
I-49-A	$	171,695.79	Variable (2)	August 2036
I-49-B	$	171,695.79	Variable (2)	August 2036
I-50-A	$	167,881.59	Variable (2)	August 2036
I-50-B	$	167,881.59	Variable (2)	August 2036
I-51-A	$	164,152.45	Variable (2)	August 2036
I-51-B	$	164,152.45	Variable (2)	August 2036
I-52-A	$	160,505.40	Variable (2)	August 2036
I-52-B	$	160,505.40	Variable (2)	August 2036
I-53-A	$	156,939.37	Variable (2)	August 2036

Fremont 2006-B
Pooling & Servicing Agreement


	Initial Uncertificated		Uncertificated REMIC	Latest Possible
Designation	Balance		II Pass-Through Rate	Maturity Date⁽¹⁾
I-53-B	$	156,939.37	Variable (2)	August 2036
I-54-A	$	153,451.95	Variable (2)	August 2036
I-54-B	$	153,451.95	Variable (2)	August 2036
I-55-A	$	150,041.79	Variable (2)	August 2036
I-55-B	$	150,041.79	Variable (2)	August 2036
I-56-A	$	147,950.78	Variable (2)	August 2036
I-56-B	$	147,950.78	Variable (2)	August 2036
I-57-A	$	156,110.37	Variable (2)	August 2036
I-57-B	$	156,110.37	Variable (2)	August 2036
I-58-A	$	139,759.27	Variable (2)	August 2036
I-58-B	$	139,759.27	Variable (2)	August 2036
I-59-A	$	160,449.33	Variable (2)	August 2036
I-59-B	$	160,449.33	Variable (2)	August 2036
I-60-A	$	132,775.84	Variable (2)	August 2036
I-60-B	$	132,775.84	Variable (2)	August 2036
I-61-A	$	129,841.09	Variable (2)	August 2036
I-61-B	$	129,841.09	Variable (2)	August 2036
I-62-A	$	126,970.72	Variable (2)	August 2036
I-62-B	$	126,970.72	Variable (2)	August 2036
I-63-A	$	124,163.13	Variable (2)	August 2036
I-63-B	$	124,163.13	Variable (2)	August 2036
I-64-A	$	121,417.24	Variable (2)	August 2036
I-64-B	$	121,417.24	Variable (2)	August 2036
I-65-A	$	118,731.45	Variable (2)	August 2036
I-65-B	$	118,731.45	Variable (2)	August 2036
I-66-A	$	116,104.41	Variable (2)	August 2036
I-66-B	$	116,104.41	Variable (2)	August 2036
I-67-A	$	113,535.06	Variable (2)	August 2036
I-67-B	$	113,535.06	Variable (2)	August 2036
I-68-A	$	111,022.04	Variable (2)	August 2036
I-68-B	$	111,022.04	Variable (2)	August 2036
I-69-A	$	108,564.29	Variable (2)	August 2036
I-69-B	$	108,564.29	Variable (2)	August 2036
I-70-A	$	106,160.20	Variable (2)	August 2036
I-70-B	$	106,160.20	Variable (2)	August 2036
I-71-A	$	103,808.96	Variable (2)	August 2036
I-71-B	$	103,808.96	Variable (2)	August 2036
I-72-A	$	4,509,929.43	Variable (2)	August 2036
I-72-B	$	4,509,929.43	Variable (2)	August 2036

Fremont 2006-B
Pooling & Servicing Agreement


	Initial Uncertificated		Uncertificated REMIC	Latest Possible
Designation	Balance		II Pass-Through Rate	Maturity Date⁽¹⁾
II	$	15,764,850.48	Variable (2)	August 2036
II-1-A	$	2,443,022.14	Variable (2)	August 2036
II-1-B	$	2,443,022.14	Variable (2)	August 2036
II-2-A	$	2,922,820.19	Variable (2)	August 2036
II-2-B	$	2,922,820.19	Variable (2)	August 2036
II-3-A	$	3,399,214.62	Variable (2)	August 2036
II-3-B	$	3,399,214.62	Variable (2)	August 2036
II-4-A	$	3,870,435.41	Variable (2)	August 2036
II-4-B	$	3,870,435.41	Variable (2)	August 2036
II-5-A	$	4,334,690.92	Variable (2)	August 2036
II-5-B	$	4,334,690.92	Variable (2)	August 2036
II-6-A	$	4,790,194.44	Variable (2)	August 2036
II-6-B	$	4,790,194.44	Variable (2)	August 2036
II-7-A	$	5,235,161.19	Variable (2)	August 2036
II-7-B	$	5,235,161.19	Variable (2)	August 2036
II-8-A	$	5,667,829.99	Variable (2)	August 2036
II-8-B	$	5,667,829.99	Variable (2)	August 2036
II-9-A	$	6,086,466.13	Variable (2)	August 2036
II-9-B	$	6,086,466.13	Variable (2)	August 2036
II-10-A	$	6,488,857.83	Variable (2)	August 2036
II-10-B	$	6,488,857.83	Variable (2)	August 2036
II-11-A	$	6,806,104.30	Variable (2)	August 2036
II-11-B	$	6,806,104.30	Variable (2)	August 2036
II-12-A	$	7,060,438.47	Variable (2)	August 2036
II-12-B	$	7,060,438.47	Variable (2)	August 2036
II-13-A	$	7,300,335.53	Variable (2)	August 2036
II-13-B	$	7,300,335.53	Variable (2)	August 2036
II-14-A	$	7,524,744.05	Variable (2)	August 2036
II-14-B	$	7,524,744.05	Variable (2)	August 2036
II-15-A	$	7,732,676.43	Variable (2)	August 2036
II-15-B	$	7,732,676.43	Variable (2)	August 2036
II-16-A	$	7,923,222.62	Variable (2)	August 2036
II-16-B	$	7,923,222.62	Variable (2)	August 2036
II-17-A	$	8,095,552.09	Variable (2)	August 2036
II-17-B	$	8,095,552.09	Variable (2)	August 2036
II-18-A	$	8,248,924.61	Variable (2)	August 2036
II-18-B	$	8,248,924.61	Variable (2)	August 2036
II-19-A	$	8,382,693.25	Variable (2)	August 2036
II-19-B	$	8,382,693.25	Variable (2)	August 2036

Fremont 2006-B
Pooling & Servicing Agreement


	Initial Uncertificated		Uncertificated REMIC	Latest Possible
Designation	Balance		II Pass-Through Rate	Maturity Date⁽¹⁾
II-20-A	$	8,636,601.36	Variable (2)	August 2036
II-20-B	$	8,636,601.36	Variable (2)	August 2036
II-21-A	$	9,699,937.35	Variable (2)	August 2036
II-21-B	$	9,699,937.35	Variable (2)	August 2036
II-22-A	$	193,863,930.88	Variable (2)	August 2036
II-22-B	$	193,863,930.88	Variable (2)	August 2036
II-23-A	$	8,604,634.72	Variable (2)	August 2036
II-23-B	$	8,604,634.72	Variable (2)	August 2036
II-24-A	$	1,165,784.94	Variable (2)	August 2036
II-24-B	$	1,165,784.94	Variable (2)	August 2036
II-25-A	$	1,139,044.96	Variable (2)	August 2036
II-25-B	$	1,139,044.96	Variable (2)	August 2036
II-26-A	$	1,112,929.34	Variable (2)	August 2036
II-26-B	$	1,112,929.34	Variable (2)	August 2036
II-27-A	$	1,087,421.41	Variable (2)	August 2036
II-27-B	$	1,087,421.41	Variable (2)	August 2036
II-28-A	$	1,062,510.37	Variable (2)	August 2036
II-28-B	$	1,062,510.37	Variable (2)	August 2036
II-29-A	$	1,038,176.57	Variable (2)	August 2036
II-29-B	$	1,038,176.57	Variable (2)	August 2036
II-30-A	$	1,014,411.19	Variable (2)	August 2036
II-30-B	$	1,014,411.19	Variable (2)	August 2036
II-31-A	$	1,200,414.97	Variable (2)	August 2036
II-31-B	$	1,200,414.97	Variable (2)	August 2036
II-32-A	$	960,981.29	Variable (2)	August 2036
II-32-B	$	960,981.29	Variable (2)	August 2036
II-33-A	$	1,107,386.57	Variable (2)	August 2036
II-33-B	$	1,107,386.57	Variable (2)	August 2036
II-34-A	$	1,115,473.95	Variable (2)	August 2036
II-34-B	$	1,115,473.95	Variable (2)	August 2036
II-35-A	$	1,514,091.93	Variable (2)	August 2036
II-35-B	$	1,514,091.93	Variable (2)	August 2036
II-36-A	$	841,229.59	Variable (2)	August 2036
II-36-B	$	841,229.59	Variable (2)	August 2036
II-37-A	$	822,558.33	Variable (2)	August 2036
II-37-B	$	822,558.33	Variable (2)	August 2036
II-38-A	$	804,300.38	Variable (2)	August 2036
II-38-B	$	804,300.38	Variable (2)	August 2036
II-39-A	$	786,447.87	Variable (2)	August 2036

Fremont 2006-B
Pooling & Servicing Agreement


	Initial Uncertificated		Uncertificated REMIC	Latest Possible
Designation	Balance		II Pass-Through Rate	Maturity Date⁽¹⁾
II-39-B	$	786,447.87	Variable (2)	August 2036
II-40-A	$	768,990.01	Variable (2)	August 2036
II-40-B	$	768,990.01	Variable (2)	August 2036
II-41-A	$	751,917.97	Variable (2)	August 2036
II-41-B	$	751,917.97	Variable (2)	August 2036
II-42-A	$	735,224.87	Variable (2)	August 2036
II-42-B	$	735,224.87	Variable (2)	August 2036
II-43-A	$	718,901.87	Variable (2)	August 2036
II-43-B	$	718,901.87	Variable (2)	August 2036
II-44-A	$	702,940.15	Variable (2)	August 2036
II-44-B	$	702,940.15	Variable (2)	August 2036
II-45-A	$	687,330.87	Variable (2)	August 2036
II-45-B	$	687,330.87	Variable (2)	August 2036
II-46-A	$	672,068.12	Variable (2)	August 2036
II-46-B	$	672,068.12	Variable (2)	August 2036
II-47-A	$	657,142.11	Variable (2)	August 2036
II-47-B	$	657,142.11	Variable (2)	August 2036
II-48-A	$	642,547.92	Variable (2)	August 2036
II-48-B	$	642,547.92	Variable (2)	August 2036
II-49-A	$	628,276.71	Variable (2)	August 2036
II-49-B	$	628,276.71	Variable (2)	August 2036
II-50-A	$	614,319.66	Variable (2)	August 2036
II-50-B	$	614,319.66	Variable (2)	August 2036
II-51-A	$	600,673.80	Variable (2)	August 2036
II-51-B	$	600,673.80	Variable (2)	August 2036
II-52-A	$	587,328.35	Variable (2)	August 2036
II-52-B	$	587,328.35	Variable (2)	August 2036
II-53-A	$	574,279.38	Variable (2)	August 2036
II-53-B	$	574,279.38	Variable (2)	August 2036
II-54-A	$	561,518.06	Variable (2)	August 2036
II-54-B	$	561,518.06	Variable (2)	August 2036
II-55-A	$	549,039.46	Variable (2)	August 2036
II-55-B	$	549,039.46	Variable (2)	August 2036
II-56-A	$	541,387.97	Variable (2)	August 2036
II-56-B	$	541,387.97	Variable (2)	August 2036
II-57-A	$	571,245.88	Variable (2)	August 2036
II-57-B	$	571,245.88	Variable (2)	August 2036
II-58-A	$	511,413.23	Variable (2)	August 2036
II-58-B	$	511,413.23	Variable (2)	August 2036

Fremont 2006-B
Pooling & Servicing Agreement


	Initial Uncertificated		Uncertificated REMIC	Latest Possible
Designation	Balance		II Pass-Through Rate	Maturity Date⁽¹⁾
II-59-A	$	587,123.17	Variable (2)	August 2036
II-59-B	$	587,123.17	Variable (2)	August 2036
II-60-A	$	485,859.16	Variable (2)	August 2036
II-60-B	$	485,859.16	Variable (2)	August 2036
II-61-A	$	475,120.17	Variable (2)	August 2036
II-61-B	$	475,120.17	Variable (2)	August 2036
II-62-A	$	464,616.78	Variable (2)	August 2036
II-62-B	$	464,616.78	Variable (2)	August 2036
II-63-A	$	454,343.13	Variable (2)	August 2036
II-63-B	$	454,343.13	Variable (2)	August 2036
II-64-A	$	444,295.26	Variable (2)	August 2036
II-64-B	$	444,295.26	Variable (2)	August 2036
II-65-A	$	434,467.30	Variable (2)	August 2036
II-65-B	$	434,467.30	Variable (2)	August 2036
II-66-A	$	424,854.34	Variable (2)	August 2036
II-66-B	$	424,854.34	Variable (2)	August 2036
II-67-A	$	415,452.44	Variable (2)	August 2036
II-67-B	$	415,452.44	Variable (2)	August 2036
II-68-A	$	406,256.71	Variable (2)	August 2036
II-68-B	$	406,256.71	Variable (2)	August 2036
II-69-A	$	397,263.21	Variable (2)	August 2036
II-69-B	$	397,263.21	Variable (2)	August 2036
II-70-A	$	388,466.05	Variable (2)	August 2036
II-70-B	$	388,466.05	Variable (2)	August 2036
II-71-A	$	379,862.29	Variable (2)	August 2036
II-71-B	$	379,862.29	Variable (2)	August 2036
II-72-A	$	16,502,930.59	Variable (2)	August 2036
II-72-B	$	16,502,930.59	Variable (2)	August 2036


⁽¹⁾		For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC II Regular Interest.

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

Fremont 2006-B
Pooling & Servicing Agreement

REMIC III

As provided herein, the Trust Administrator shall elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as “REMIC III.” The Class R-III Interest shall evidence the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Uncertificated REMIC III Pass-Through Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC III Regular Interests (as defined herein). None of the REMIC III Regular Interests shall be certificated.


	Initial		Uncertificated
	Uncertificated		REMIC III Pass-	Latest Possible
Designation	Balance		Through Rate	Maturity Date (1)
LTI-AA	$	491,778,148.73	Variable⁽²⁾	August 2036
LTI-1-A	$	844,050.00	Variable⁽²⁾	August 2036
LTI-2-A-1	$	1,083,620.00	Variable⁽²⁾	August 2036
LTI-2-A-2	$	745,475.00	Variable⁽²⁾	August 2036
LTI-2-A-3	$	921,375.00	Variable⁽²⁾	August 2036
LTI-2-A-4	$	339,695.00	Variable⁽²⁾	August 2036
LTI-M-1	$	225,815.00	Variable⁽²⁾	August 2036
LTI-M-2	$	158,070.00	Variable⁽²⁾	August 2036
LTI-M-3	$	92,835.00	Variable⁽²⁾	August 2036
LTI-M-4	$	85,305.00	Variable⁽²⁾	August 2036
LTI-M-5	$	80,290.00	Variable⁽²⁾	August 2036
LTI-M-6	$	75,270.00	Variable⁽²⁾	August 2036
LTI-M-7	$	72,760.00	Variable⁽²⁾	August 2036
LTI-M-8	$	62,720.00	Variable⁽²⁾	August 2036
LTI-M-9	$	47,670.00	Variable⁽²⁾	August 2036
LTI-M-10	$	32,615.00	Variable⁽²⁾	August 2036
LTI-M-11	$	50,215.00	Variable⁽²⁾	August 2036
LTI-ZZ	$	5,118,509.77	Variable⁽²⁾	August 2036
LTI-P	$	100.00	Variable⁽²⁾	August 2036
LTI-1-SUB	$	4,659.60	Variable⁽²⁾	August 2036
LTI-1-GRP	$	21,540.60	Variable⁽²⁾	August 2036
LTI-2-SUB	$	17,019.01	Variable⁽²⁾	August 2036
LTI-2-GRP	$	61,803.30	Variable⁽²⁾	August 2036
LTI-XX	$	501,709,515.99	Variable⁽²⁾	August 2036


¹⁾		For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC III Regular Interest.

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

⁽³⁾		REMIC III Regular Interest LTI-IO will not have an Uncertificated Balance, but will accrue interest on its Uncertificated Notional Amount.

Fremont 2006-B
Pooling & Servicing Agreement

REMIC IV

As provided herein, the Trust Administrator will make an election to treat the assets of the portion of the Trust Fund related to the Pool II Mortgage Loans (exclusive of the Interest Coverage Account, Pool II Swap Agreement, the Pool II Swap Account and the Pool II Net WAC Rate Carryover Reserve Account and any Servicer Prepayment Payment Amounts) as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC IV.” The Class R-IV Interest will represent the sole class of “residual interests” in REMIC IV for purposes of the REMIC Provisions under federal income tax law. Interest on all Classes of REMIC IV Regular Interests will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

The following table irrevocably sets forth the designation, the Uncertificated REMIC IV Pass-Through Rate, the initial Uncertificated Balance, and solely for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC IV Interests. None of the REMIC IV Regular Interests shall be certificated.


	Initial
	Uncertificated	Uncertificated REMIC IV		Latest Possible
Designation	Balance	Pass-Through Rate		Maturity Date⁽¹⁾
ML	$283,477,242		Variable (2)	August 2036


¹⁾		For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC IV Regular Interest.

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

Fremont 2006-B
Pooling & Servicing Agreement

REMIC V

As provided herein, the Trust Administrator shall elect to treat the segregated pool of assets consisting of the REMIC IV Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as “REMIC V.” The Class R-V Interest shall evidence the sole class of “residual interests” in REMIC V for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Uncertificated REMIC V Pass-Through Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC V Regular Interests (as defined herein). None of the REMIC V Regular Interests shall be certificated.


	Initial Uncertificated		Uncertificated REMIC	Latest Possible
Designation	Balance		V Pass-Through Rate	Maturity Date⁽¹⁾
III	$	18,432,242.00	Variable (2)	August 2036
III-1-A	$	1,207,000.00	Variable (2)	August 2036
III-1-B	$	1,207,000.00	Variable (2)	August 2036
III-2-A	$	1,878,000.00	Variable (2)	August 2036
III-2-B	$	1,878,000.00	Variable (2)	August 2036
III-3-A	$	2,054,500.00	Variable (2)	August 2036
III-3-B	$	2,054,500.00	Variable (2)	August 2036
III-4-A	$	2,230,500.00	Variable (2)	August 2036
III-4-B	$	2,230,500.00	Variable (2)	August 2036
III-5-A	$	2,400,500.00	Variable (2)	August 2036
III-5-B	$	2,400,500.00	Variable (2)	August 2036
III-6-A	$	2,566,500.00	Variable (2)	August 2036
III-6-B	$	2,566,500.00	Variable (2)	August 2036
III-7-A	$	2,607,500.00	Variable (2)	August 2036
III-7-B	$	2,607,500.00	Variable (2)	August 2036
III-8-A	$	2,758,000.00	Variable (2)	August 2036
III-8-B	$	2,758,000.00	Variable (2)	August 2036
III-9-A	$	2,905,500.00	Variable (2)	August 2036
III-9-B	$	2,905,500.00	Variable (2)	August 2036
III-10-A	$	3,044,000.00	Variable (2)	August 2036
III-10-B	$	3,044,000.00	Variable (2)	August 2036
III-11-A	$	3,176,500.00	Variable (2)	August 2036
III-11-B	$	3,176,500.00	Variable (2)	August 2036
III-12-A	$	3,297,500.00	Variable (2)	August 2036
III-12-B	$	3,297,500.00	Variable (2)	August 2036
III-13-A	$	3,152,000.00	Variable (2)	August 2036
III-13-B	$	3,152,000.00	Variable (2)	August 2036
III-14-A	$	3,126,500.00	Variable (2)	August 2036

Fremont 2006-B
Pooling & Servicing Agreement


	Initial Uncertificated		Uncertificated REMIC	Latest Possible
Designation	Balance		V Pass-Through Rate	Maturity Date⁽¹⁾
III-14-B	$	3,126,500.00	Variable (2)	August 2036
III-15-A	$	3,232,000.00	Variable (2)	August 2036
III-15-B	$	3,232,000.00	Variable (2)	August 2036
III-16-A	$	3,327,500.00	Variable (2)	August 2036
III-16-B	$	3,327,500.00	Variable (2)	August 2036
III-17-A	$	3,411,000.00	Variable (2)	August 2036
III-17-B	$	3,411,000.00	Variable (2)	August 2036
III-18-A	$	3,303,000.00	Variable (2)	August 2036
III-18-B	$	3,303,000.00	Variable (2)	August 2036
III-19-A	$	3,198,000.00	Variable (2)	August 2036
III-19-B	$	3,198,000.00	Variable (2)	August 2036
III-20-A	$	3,096,000.00	Variable (2)	August 2036
III-20-B	$	3,096,000.00	Variable (2)	August 2036
III-21-A	$	2,998,500.00	Variable (2)	August 2036
III-21-B	$	2,998,500.00	Variable (2)	August 2036
III-22-A	$	2,912,000.00	Variable (2)	August 2036
III-22-B	$	2,912,000.00	Variable (2)	August 2036
III-23-A	$	5,417,500.00	Variable (2)	August 2036
III-23-B	$	5,417,500.00	Variable (2)	August 2036
III-24-A	$	5,084,000.00	Variable (2)	August 2036
III-24-B	$	5,084,000.00	Variable (2)	August 2036
III-25-A	$	4,606,000.00	Variable (2)	August 2036
III-25-B	$	4,606,000.00	Variable (2)	August 2036
III-26-A	$	4,292,500.00	Variable (2)	August 2036
III-26-B	$	4,292,500.00	Variable (2)	August 2036
III-27-A	$	3,997,000.00	Variable (2)	August 2036
III-27-B	$	3,997,000.00	Variable (2)	August 2036
III-28-A	$	3,716,000.00	Variable (2)	August 2036
III-28-B	$	3,716,000.00	Variable (2)	August 2036
III-29-A	$	1,820,500.00	Variable (2)	August 2036
III-29-B	$	1,820,500.00	Variable (2)	August 2036
III-30-A	$	1,740,500.00	Variable (2)	August 2036
III-30-B	$	1,740,500.00	Variable (2)	August 2036
III-31A	$	1,665,000.00	Variable (2)	August 2036
III-31-B	$	1,665,000.00	Variable (2)	August 2036
III-32-A	$	1,588,500.00	Variable (2)	August 2036
III-32-B	$	1,588,500.00	Variable (2)	August 2036
III-33-A	$	1,516,500.00	Variable (2)	August 2036
III-33-B	$	1,516,500.00	Variable (2)	August 2036

Fremont 2006-B
Pooling & Servicing Agreement


	Initial Uncertificated		Uncertificated REMIC	Latest Possible
Designation	Balance		V Pass-Through Rate	Maturity Date⁽¹⁾
III-34-A	$	1,447,500.00	Variable (2)	August 2036
III-34-B	$	1,447,500.00	Variable (2)	August 2036
III-35-A	$	1,379,500.00	Variable (2)	August 2036
III-35-B	$	1,379,500.00	Variable (2)	August 2036
III-36-A	$	1,315,000.00	Variable (2)	August 2036
III-36-B	$	1,315,000.00	Variable (2)	August 2036
III-37-A	$	1,252,000.00	Variable (2)	August 2036
III-37-B	$	1,252,000.00	Variable (2)	August 2036
III-38-A	$	1,191,500.00	Variable (2)	August 2036
III-38-B	$	1,191,500.00	Variable (2)	August 2036
III-39-A	$	1,133,000.00	Variable (2)	August 2036
III-39-B	$	1,133,000.00	Variable (2)	August 2036
III-40-A	$	1,076,500.00	Variable (2)	August 2036
III-40-B	$	1,076,500.00	Variable (2)	August 2036
III-41-A	$	1,021,500.00	Variable (2)	August 2036
III-41-B	$	1,021,500.00	Variable (2)	August 2036
III-42-A	$	968,000.00	Variable (2)	August 2036
III-42-B	$	968,000.00	Variable (2)	August 2036
III-43-A	$	917,000.00	Variable (2)	August 2036
III-43-B	$	917,000.00	Variable (2)	August 2036
III-44-A	$	867,500.00	Variable (2)	August 2036
III-44-B	$	867,500.00	Variable (2)	August 2036
III-45-A	$	819,000.00	Variable (2)	August 2036
III-45-B	$	819,000.00	Variable (2)	August 2036
III-46-A	$	772,500.00	Variable (2)	August 2036
III-46-B	$	772,500.00	Variable (2)	August 2036
III-47-A	$	727,500.00	Variable (2)	August 2036
III-47-B	$	727,500.00	Variable (2)	August 2036
III-48-A	$	684,000.00	Variable (2)	August 2036
III-48-B	$	684,000.00	Variable (2)	August 2036
III-49-A	$	743,500.00	Variable (2)	August 2036
III-49-B	$	743,500.00	Variable (2)	August 2036
III-50-A	$	703,500.00	Variable (2)	August 2036
III-50-B	$	703,500.00	Variable (2)	August 2036
III-51-A	$	664,500.00	Variable (2)	August 2036
III-51-B	$	664,500.00	Variable (2)	August 2036
III-52-A	$	626,000.00	Variable (2)	August 2036
III-52-B	$	626,000.00	Variable (2)	August 2036
III-53-A	$	590,000.00	Variable (2)	August 2036

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	Initial Uncertificated		Uncertificated REMIC	Latest Possible
Designation	Balance		V Pass-Through Rate	Maturity Date⁽¹⁾
III-53-B	$	590,000.00	Variable (2)	August 2036
III-54-A	$	554,500.00	Variable (2)	August 2036
III-54-B	$	554,500.00	Variable (2)	August 2036
III-55-A	$	520,000.00	Variable (2)	August 2036
III-55-B	$	520,000.00	Variable (2)	August 2036
III-56-A	$	487,500.00	Variable (2)	August 2036
III-56-B	$	487,500.00	Variable (2)	August 2036
III-57-A	$	455,000.00	Variable (2)	August 2036
III-57-B	$	455,000.00	Variable (2)	August 2036
III-58-A	$	424,000.00	Variable (2)	August 2036
III-58-B	$	424,000.00	Variable (2)	August 2036
III-59-A	$	393,500.00	Variable (2)	August 2036
III-59-B	$	393,500.00	Variable (2)	August 2036
III-60-A	$	364,500.00	Variable (2)	August 2036
III-60-B	$	364,500.00	Variable (2)	August 2036
III-61-A	$	541,000.00	Variable (2)	August 2036
III-61-B	$	541,000.00	Variable (2)	August 2036
III-62-A	$	515,000.00	Variable (2)	August 2036
III-62-B	$	515,000.00	Variable (2)	August 2036
III-63-A	$	489,000.00	Variable (2)	August 2036
III-63-B	$	489,000.00	Variable (2)	August 2036
III-64-A	$	464,500.00	Variable (2)	August 2036
III-64-B	$	464,500.00	Variable (2)	August 2036
III-65-A	$	441,000.00	Variable (2)	August 2036
III-65-B	$	441,000.00	Variable (2)	August 2036
III-66-A	$	418,000.00	Variable (2)	August 2036
III-66-B	$	418,000.00	Variable (2)	August 2036
III-67-A	$	395,000.00	Variable (2)	August 2036
III-67-B	$	395,000.00	Variable (2)	August 2036
III-68-A	$	374,500.00	Variable (2)	August 2036
III-68-B	$	374,500.00	Variable (2)	August 2036
III-69-A	$	353,000.00	Variable (2)	August 2036
III-69-B	$	353,000.00	Variable (2)	August 2036
III-70-A	$	330,000.00	Variable (2)	August 2036
III-70-B	$	330,000.00	Variable (2)	August 2036
III-71-A	$	310,000.00	Variable (2)	August 2036
III-71-B	$	310,000.00	Variable (2)	August 2036
III-72-A	$	8,466,500.00	Variable (2)	August 2036
III-72-B	$	8,466,500.00	Variable (2)	August 2036

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⁽¹⁾		For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC V Regular Interest.

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

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REMIC VI

As provided herein, the Trust Administrator shall elect to treat the segregated pool of assets consisting of the REMIC V Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as “REMIC VI.” The Class R-VI Interest shall evidence the sole class of “residual interests” in REMIC VI for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Uncertificated REMIC VI Pass-Through Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC VI Regular Interests (as defined herein). None of the REMIC VI Regular Interests shall be certificated.


			Uncertificated
	Initial Uncertificated		REMIC VI Pass-	Latest Possible
Designation	Balance		Through Rate	Maturity Date (1)
LTII-AA	$	277,807,697.16	Variable⁽²⁾	August 2036
LTII-SL-A	$	1,895,040.00	Variable⁽²⁾	August 2036
LTII-SL-M1	$	136,060.00	Variable⁽²⁾	August 2036
LTII-SL-M2	$	121,890.00	Variable⁽²⁾	August 2036
LTII-SL-M3	$	83,620.00	Variable⁽²⁾	August 2036
LTII-SL-M4	$	73,700.00	Variable⁽²⁾	August 2036
LTII-SL-M5	$	76,530.00	Variable⁽²⁾	August 2036
LTII-SL-M6	$	70,860.00	Variable⁽²⁾	August 2036
LTII-SL-M7	$	69,450.00	Variable⁽²⁾	August 2036
LTII-SL-M8	$	65,190.00	Variable⁽²⁾	August 2036
LTII-SL-M9	$	58,110.00	Variable⁽²⁾	August 2036
LTII-SL-B1	$	62,360.00	Variable⁽²⁾	August 2036
LTII-ZZ	$	2,956,734.84	Variable⁽²⁾	August 2036
LTII-IO		(3)	Variable⁽²⁾	August 2036


¹⁾		For purposes of Section 1.860G-1(a)(4)(ii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC VI Regular Interest.

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

⁽³⁾		REMIC VI Regular Interest LTII-IO will not have an Uncertificated Balance, but will accrue interest on its Uncertificated Notional Amount.

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REMIC VII

As provided herein, the Trust Administrator shall make an election to treat the segregated pool of assets consisting of the REMIC III Regular Interests and the REMIC VI Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC VII.” The Class R-VII Interest represents the sole class of “residual interests” in REMIC VII for purposes of the REMIC Provisions. Interest on each Class listed below entitled to interest (other than the Class C Interest and the Class SL-C Interest) will be calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year. Interest on the Class C Interest and the Class SL-C Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

Each Class listed below, other than the Class R Certificates, represents ownership of a Regular Interest in REMIC VII and also represents (i) the right to receive payments with respect to the Net WAC Rate Carryover Amount (as defined herein) and (ii) the obligation to pay Class IO Distribution Amounts (as defined herein). The Class P Interests do not represent rights or obligations in respect of (i) or (ii) above. The entitlement to principal of the Regular Interest which corresponds to each Certificate shall be equal in amount and timing to the entitlement to principal of such Certificate.

The following table sets forth (or describes) the Class designation, Certificate Interest Rate, initial Certificate Principal Balance or the REMIC VII Uncertificated Balance for each Class of Certificates or REMIC VII Uncertificated Regular Interest:


	Initial Certificate
	Principal Balance or
	Initial REMIC VII
	Uncertificated		Certificate			Assumed Final
Class	Balance		Interest Rate			Maturity Dates ⁽¹⁾
1-A	$	168,810,000		(2	)	August 2036
2-A-1	$	216,724,000		(2	)	August 2036
2-A-2	$	149,095,000		(2	)	August 2036
2-A-3	$	184,275,000		(2	)	August 2036
2-A-4	$	67,939,000		(2	)	August 2036
M-1	$	45,163,000		(2	)	August 2036
M-2	$	31,614,000		(2	)	August 2036
M-3	$	18,567,000		(2	)	August 2036
M-4	$	17,061,000		(2	)	August 2036
M-5	$	16,058,000		(2	)	August 2036
M-6	$	15,054,000		(2	)	August 2036
M-7	$	14,552,000		(2	)	August 2036
M-8	$	12,544,000		(2	)	August 2036
M-9	$	9,534,000		(2	)	August 2036
M-10	$	6,523,000		(2	)	August 2036
M-11	$	10,043,000		(2	)	August 2036

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	Initial Certificate
	Principal Balance or
	Initial REMIC VII
	Uncertificated		Certificate			Assumed Final
Class	Balance		Interest Rate			Maturity Dates⁽¹⁾
SL-A	$	189,504,000		(2	)	August 2036
SL-M-1	$	13,606,000		(2	)	August 2036
SL-M-2	$	12,189,000		(2	)	August 2036
SL-M-3	$	8,362,000		(2	)	August 2036
SL-M-4	$	7,370,000		(2	)	August 2036
SL-M-5	$	7,653,000		(2	)	August 2036
SL-M-6	$	7,086,000		(2	)	August 2036
SL-M-7	$	6,945,000		(2	)	August 2036
SL-M-8	$	6,519,000		(2	)	August 2036
SL-M-9	$	5,811,000		(2	)	August 2036
SL-B1	$	6,236,000		(2	)	August 2036
C Interest	(3)			(3	)	August 2036
P Interest	$	100		(4	)	August 2036
Class SWAP-I-IO Interest	N/A(5)		N/A⁽⁵⁾			August 2036
SL-C Interest	(6)			(6	)	August 2036
Class SWAP-II-IO Interest	N/A(7)		N/A⁽⁷⁾			August 2036


(1)		Solely for purposes of Section 1.860G-1(a)(4)(ii) of the Treasury regulations, the Distribution Date following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each Class of Certificates or REMIC VII Uncertificated Regular Interest, each of which represents one or more of the “regular interests” in REMIC VII.

(2)		Each REMIC VII Regular Interest, a variable rate calculated in accordance with the definition of “Pass-Through Rate” herein. For purposes of the REMIC Provisions, with respect to each REMIC VII Regular Interest, each reference to a Net WAC Rate in the applicable Pass-Through Rate shall be deemed to be a reference to the REMIC VII Net WAC Rate; therefore, on any Distribution Date on which the Pass-Through Rate for the Class of Certificates exceeds the REMIC VII Net WAC Rate, interest accruals based on such excess shall be treated as having been paid from the related Net WAC Rate Carryover Reserve Account or the Swap Account , as applicable. On any Distribution Date on which the Pass-Through Ratee on a Class of Certificates is based on the applicable Net WAC Cap, the amount of interest that would have accrued on such Class of Certificates if the REMIC VII Net WAC Rate were substituted for the applicable Net WAC Cap shall be treated as having been paid by the related Class of Certificates to the Swap Account, all pursuant to and as further provided in Section 3.27 herein.

(3)		The Class C Interest will accrue interest at the Class C Pass-Through Rate on the Notional Amount of the Class C Certificates outstanding from time to time which shall equal the aggregate of the Uncertificated Principal Balances of the REMIC III Regular Interests (other than REMIC III Regular Interest LTI-P). The Class C Interest will have an initial Uncertificated Principal Balance equal to the Initial Overcollateralization Amount for the Pool I Certificates. The Class C Interest will not accrue interest on its Uncertificated Principal Balance.

(4)		The Class P Interest does not bear interest. The Class P Interest represents the right to receive payments in respect of Prepayment Premiums.

(5)		The Class SWAP-I-IO Interest will not have a Pass-Through Rate or a Certificate Principal Balance, but will be entitled to 100% of amounts distributed on REMIC III Regular Interest LTI-IO.

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(6)		The Class SL-C Interest will accrue interest at the Class SL-C Pass-Through Rate on the Notional Amount of the Class SL-C Certificates outstanding from time to time which shall equal the aggregate of the Uncertificated Principal Balances of the REMIC VI Regular Interests . The Class SL-C Interest will have an initial Uncertificated Principal Balance equal to the Initial Overcollateralization Amount for the Pool II Certificates. The Class SL-C Interest will not accrue interest on its Uncertificated Principal Balance.

(5)		The Class SWAP-II-IO Interest will not have a Pass-Through Rate or a Certificate Principal Balance, but will be entitled to 100% of amounts distributed on REMIC VI Regular Interest LTII-IO.

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REMIC VIII

As provided herein, the Trust Administrator shall make an election to treat the segregated pool of assets consisting of the Class C Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC VIII.” The Class RX-VIII Interest represents the sole class of “residual interests” in REMIC VIII for purposes of the REMIC Provisions.

The following table sets forth (or describes) the Class designation, Pass-Through Rate and initial Certificate Principal Balance for the Class C Certificates that represents a “regular interest” in REMIC VII created hereunder:


	Initial Certificate				Assumed Final
Class Designation	Principal Balance			Pass-Through Rate	Maturity Date⁽¹⁾
Class C Certificate		(2	)(3)	Variable⁽²⁾	August 2036


(1)		Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for the Class C Certificates.

(2)		The Class C Certificates will receive 100% of amounts received in respect of the Class C Interest.

(3)		The Certificate Principal Balance of the Class C Certificates shall equal the REMIC VII Uncertificated Principal Balance of the Class C Interest. The Certificate Principal Balance of the Class C Certificates is for federal income tax purposes only. Interest does not accrue on the Certificate Principal Balance of the Class C Certificates and the Holders of the Class C Certificates are not entitled to principal payments in reduction of the Certificate Principal Balance of the Class C Certificates.

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REMIC IX

As provided herein, the Trust Administrator shall make an election to treat the segregated pool of assets consisting of the Class P Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC IX.” The Class RX-IX Interest represents the sole class of “residual interests” in REMIC IX for purposes of the REMIC Provisions.

The following table sets forth (or describes) the Class designation, Pass-Through Rate and initial Certificate Principal Balance for the Class P Certificates that represents a “regular interest” in REMIC IX created hereunder:


		Certificate	Assumed Final
Class Designation	Pass-Through Rate	Principal Balance	Maturity Date⁽¹⁾
Class P Certificate	N/A	$100.00⁽²⁾	August 2036


(1)		Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for the Class P Certificates.

(2)		The Class P Certificates will receive 100% of amounts received in respect of the Class P Interest.

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REMIC X

As provided herein, the Trust Administrator shall make an election to treat the segregated pool of assets consisting of the Class SWAP-I-IO Interest as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as “REMIC X.” The Class R-X-X Interest represents the sole class of “residual interests” in REMIC X for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial aggregate Certificate Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated REMIC X Regular Interest, which will be uncertificated.


		Initial Aggregate
		Certificate	Latest Possible
Designation	Pass-Through Rate	Principal Balance	Maturity Date⁽¹⁾
SWAP-I-IO	Variable⁽²⁾	N/A	August 2036


⁽¹⁾		For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for REMIC X Regular Interest SWAP-I-IO.

⁽²⁾		REMIC X Regular Interest SWAP-I-IO shall receive 100% of amounts received in respect of the Class SWAP-I-IO Interest.

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REMIC XI

As provided herein, the Trust Administrator shall make an election to treat the segregated pool of assets consisting of the Class SL-C Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC XI.” The Class RX-XI Interest represents the sole class of “residual interests” in REMIC XI for purposes of the REMIC Provisions.

The following table sets forth (or describes) the Class designation, Pass-Through Rate and initial Certificate Principal Balance for the Class SL-C Certificates that represents a “regular interest” in REMIC X created hereunder:


	Initial Certificate				Assumed Final
Class Designation	Principal Balance			Pass-Through Rate	Maturity Date⁽¹⁾
Class SL-C Certificate		(2	)(3)	Variable⁽²⁾	August 2036


(1)		Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for the Class SL-C Certificates.

(2)		The Class SL-C Certificates will receive 100% of amounts received in respect of the Class SL-C Interest.

(3)		The Certificate Principal Balance of the Class SL-C Certificates shall equal the REMIC VII Uncertificated Principal Balance of the Class SL-C Interest. The Certificate Principal Balance of the Class SL-C Certificates is for federal income tax purposes only. Interest does not accrue on the Certificate Principal Balance of the Class SL-C Certificates and the Holders of the Class SL-C Certificates are not entitled to principal payments in reduction of the Certificate Principal Balance of the Class SL-C Certificates.

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REMIC XII

As provided herein, the Trust Administrator shall make an election to treat the segregated pool of assets consisting of the Class SWAP-II-IO Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC XII.” The Class RX-XII Interest represents the sole class of “residual interests” in REMIC XII for purposes of the REMIC Provisions.

The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial aggregate Certificate Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated REMIC XII Regular Interest, which will be uncertificated.


		Initial Aggregate
		Certificate Principal	Latest Possible
Designation	Pass-Through Rate	Balance	Maturity Date⁽¹⁾
SWAP-II-IO	Variable⁽²⁾	N/A	August 2036


⁽¹⁾		For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for REMIC XII Regular Interest SWAP-II-IO.

⁽²⁾		REMIC XII Regular Interest SWAP-II-IO shall receive 100% of amounts received in respect of the Class SWAP-II-IO Interest.

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The minimum denomination for each Class of the Offered Certificates will be $100,000, with integral multiples of $1 in excess thereof except that one Certificate in each Class may be issued in a different amount. The minimum denomination for (a) each of the Class P, Class R and Class RX Certificates will be a 100% Percentage Interest in such Class and (b) the Class C and Class SL-C Certificates will be a 10% Percentage Interest in such Class.

Set forth below are designations of Classes of Certificates to the categories used herein:


Book-Entry Certificates		All Classes of Certificates other than the Physical Certificates.

ERISA-Restricted Certificates		The Offered Certificates and the Private Certificates.

LIBOR Certificates		The Pool I Senior Certificates, the Pool I Subordinate Certificates, the Pool II Senior Certificates and the Pool II Subordinate Certificates (other than the Class SL-B1 Certificates).

Offered Certificates		All Classes of Certificates other than the Private Certificates.

Physical Certificates		Class C, Class SL-C, Class P, Class R and Class RX Certificates.

Private Certificates		Class C, Class SL-C, Class P, Class R and Class RX Certificates.

Rating Agencies		Xxxxx’x, Standard & Poor’s, Fitch and DBRS.

Regular Certificates		All Classes of Certificates other than the Class R and Class RX Certificates (exclusive of the right to receive any Pool I Net WAC Rate Carryover Amounts or Pool II Net WAC Rate Carryover Amounts, or the obligation to pay any Class IO Distribution Amount, as applicable) each of which (other than the Class C, Class SL-C and Class P Certificates) represents a regular interest in REMIC VII for purposes of the REMIC provisions. The Class C Certificates represent a regular interest in REMIC VIII for purposes of the REMIC provisions. The Class P Certificates represent a regular interest in REMIC IX for purposes of the REMIC provisions. The Class SL-C Certificates represent a regular interest in REMIC XI for purposes of the REMIC provisions.

Residual Certificates		Class R and Class RX Certificates.

Pool I Certificates		Pool I Senior Certificates, Pool I Subordinate Certificates, Class C and Class P Certificates, and the Residual Certificates.

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Pool I Senior Certificates		Class 1-A, Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates.

Pool I Subordinate Certificates		Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates.

Pool II Certificates		Pool II Senior Certificates, Pool II Subordinate Certificates, Class SL-C Certificates, and the Residual Certificates.

Pool II Senior Certificates		Class SL-A Certificates.

Pool II Subordinate Certificates		Class SL-M1, Class SL-M2, Class SL-M3, Class SL-M4, Class SL-M5, Class SL-M6, Class SL-M7, Class SL-M8, Class SL-M9 and Class SL-B1 Certificates.

ARTICLE I
DEFINITIONS

Section 1.01. Definitions.

Whenever otherwise used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

10-K Filing Deadline: As defined in Section 4.07(a)(iv)(A).

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

30-Day Delinquency: Each Mortgage Loan with respect to which any portion of a Scheduled Payment is, as of the last day of the prior Due Period, one month past due (without giving effect to any grace period).

60+ Day Delinquent Mortgage Loan: Each Mortgage Loan with respect to which any portion of a Scheduled Payment is, as of the last day of the prior Due Period, two months or more past due (without giving effect to any grace period), each Mortgage Loan in foreclosure, all REO Property and each Mortgage Loan for which the Mortgagor has filed for bankruptcy (but not including any liquidated Mortgage Loan (or related REO Property) as of the end of the related Prepayment Period).

Accepted Master Servicing Practices: With respect to any Mortgage Loan, as applicable, (1) either (x) those mortgage master servicing practices of prudent mortgage lending institutions which 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 Master Servicer (except in its capacity as successor to the Servicer), or (y) as provided in Section 3A.01 hereof, but in no event below the standard set forth in clause (x) and (2) in accordance with applicable local, state and federal laws, rules and regulations.

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Accepted Servicing Practices: With respect to any Mortgage Loan, as applicable, (1) either (x) those mortgage servicing practices of prudent mortgage lending institutions which 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 Servicer, or (y) as provided in Section 3.01 hereof, but in no event below the standard set forth in clause (x) and (2) in accordance with applicable local, state and federal laws, rules and regulations.

Account: Any of the Collection Account, the Distribution Account, the Pool I Swap Account, the Pool II Swap Account, any Escrow Account, the Interest Coverage Account, the Pool I Net WAC Rate Carryover Reserve Account or the Pool II Net WAC Rate Carryover Reserve Account. Each Account shall be an Eligible Account.

Additional Disclosure Notification: As defined in Section 4.07(a)(ii) hereof.

Additional Form 10-D Disclosure: As defined in Section 4.07(a)(i) hereof.

Additional Form 10-K Disclosure: As defined in Section 4.07(a)(iv).

Adjustable Rate Mortgage Loan: An adjustable rate Mortgage Loan purchased pursuant to the Purchase Agreement and identified as such on the Mortgage Loan Schedules.

Adjusted Net Mortgage Interest Rate: As to each Mortgage Loan and at any time, the per annum rate equal to the Mortgage Interest Rate less the Expense Fee Rate.

Adjustment Date: As to any Adjustable Rate Mortgage Loan, the first Due Date on which the related Mortgage Interest Rate adjusts as set forth in the related Mortgage Note and each Due Date thereafter on which the Mortgage Interest Rate adjusts as set forth in the related Mortgage Note.

Advance: Any P&I Advance or Servicing Advance made by the Master Servicer or the Servicer in respect of any Distribution Date.

Advance Facility: A financing or other facility as described in Section 10.07(a).

Advancing Person: The Person to whom the Servicer’s rights under this Agreement to be reimbursed for any P&I Advances or Servicing Advances have been assigned pursuant to Section 10.07.

Adverse REMIC Event: As defined in Section 11.01(f) hereof.

Affiliate: With respect to any Person, any other Person controlling, controlled by or under common control with such first Person. For the purposes of this definition, “control” means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

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

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Applied Realized Loss Amounts: Pool I Applied Realized Loss Amounts or Pool II Applied Realized Loss Amounts, as applicable.

Appraised Value: With respect to any Mortgage Loan, the value of the related Mortgaged Property based upon the appraisal made for the originator at the time of origination of such Mortgage Loan or the sales price of such Mortgaged Property at such time of origination, whichever is less; provided, however, that in the case of a refinanced Mortgage Loan, such value is based solely upon the appraisal made at the time of origination of such refinanced Mortgage Loan.

Assignment of Mortgage: An assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form (other than the assignee’s name and recording information not yet returned from the recording office), reflecting the sale of the Mortgage to the Trustee.

Back-Up Certification: As defined in Section 4.07(a)(iv).

Base Rate: For any Distribution Date and any Class of LIBOR Certificates, the sum of (i) one-month LIBOR plus (ii) the related Pass-Through Margin.

Best’s: Best’s Key Rating Guide, as the same shall be amended from time to time.

Book-Entry Certificates: As specified in the Preliminary Statement.

Business Day: Any day other than (i) Saturday or Sunday, or (ii) a day on which banking and savings and loan institutions, in (a) the states of New York, Maryland, Minnesota and California, (b) the state in which the Servicer’s servicing operations are located, or (c) the state in which the Trustee’s operations are located, are authorized or obligated by law or executive order to be closed.

Certificate: Any one of the Certificates executed by the Trust Administrator in substantially the forms attached hereto as exhibits.

Certificate Principal Balance: With respect to any Class of Certificates, other than the Class C, Class SL-C, Class R or Class RX Certificates, at any date, the maximum dollar amount of principal to which the Holder thereof is then entitled hereunder, such amount being equal to the Denomination thereof minus all distributions of principal previously made with respect thereto and in the case of the Pool I Subordinate Certificates or the Pool II Subordinate Certificates, reduced by any Applied Realized Loss Amounts applicable to such Class; provided, however, that the Certificate Principal Balances of the Pool I Subordinate Certificates or the Pool II Subordinate Certificates then outstanding will be increased in direct order of seniority by the amount of any Subsequent Recoveries distributed to any Class senior to such Class. With respect to the Class C or Class SL-C Certificate and any Distribution Date, an amount equal to the Uncertificated Principal Balance of the related Class C or Class SL-C Interest. The Class R or Class RX Certificates will not have a Certificate Principal Balance.

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Certificate Interest Rate: With respect to each Distribution Date during the Interest Accrual Period and each Class of LIBOR Certificates and the Class C and Class SL-C Certificates, the related Pass-Through Rate.

Certificate Owner: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Book-Entry Certificate.

Certificate Register: The register maintained pursuant to Section 5.02.

Certificate Registrar: The registrar appointed pursuant to Section 5.02.

Certificateholder or Holder: The person in whose name a Certificate is registered in the Certificate Register, except that, 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 Servicer or any affiliate thereof shall be deemed not to be Outstanding and the Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests necessary to effect such consent has been obtained; provided, however, that if any such Person (including the Depositor) owns 100% of the Percentage Interests evidenced by a Class of Certificates, such Certificates shall be deemed to be Outstanding for purposes of any provision hereof that requires the consent of the Holders of Certificates of a particular Class as a condition to the taking of any action hereunder. The Trustee and the Trust Administrator are entitled to rely conclusively on a certification of the Depositor or any affiliate of the Depositor in determining which Certificates are registered in the name of an affiliate of the Depositor.

Certification Parties: As defined in Section 4.07(a)(iv) hereof.

Certifying Person: As defined in Section 4.07(a)(iv) hereof.

Class: All Certificates bearing the same Class designation as set forth in the Preliminary Statement.

Class A Certificates: Any of the Class 1-A Certificates and the Class 2-A Certificates, as applicable.

Class 1-A Certificates: All Certificates bearing the Class designation of “Class 1-A-1 Certificates” representing the right to distributions as set forth herein and therein and representing (i) a regular interest in REMIC VII for purposes of the REMIC Provisions, (ii) the right to receive its related Net WAC Rate Carryover Amount, and (iii) the obligation to pay the Pool I Class IO Distribution Amount.

Class 2-A Certificates: Any of the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, as applicable.

Class 2-A-1 Certificates: All Certificates bearing the Class designation of “Class 2-A-1 Certificates” representing the right to distributions as set forth herein and therein and representing (i) a regular interest in REMIC VII for purposes of the REMIC Provisions, (ii) the

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right to receive its related Net WAC Rate Carryover Amount, and (iii) the obligation to pay the Pool I Class IO Distribution Amount.

Class 2-A-2 Certificates: All Certificates bearing the Class designation of “Class 2-A-2 Certificates” representing the right to distributions as set forth herein and therein and representing (i) a regular interest in REMIC VII for purposes of the REMIC Provisions (ii) the right to receive its related Net WAC Rate Carryover Amount, and (iii) the obligation to pay the Pool I Class IO Distribution Amount.

Class 2-A-3 Certificates: All Certificates bearing the Class designation of “Class 2-A-3 Certificates” representing the right to distributions as set forth herein and therein and representing (i) a regular interest in REMIC VII for purposes of the REMIC Provisions, (ii) the right to receive its related Net WAC Rate Carryover Amount, and (iii) the obligation to pay the Pool I Class IO Distribution Amount.

Class 2-A-4 Certificates: All Certificates bearing the Class designation of “Class 2-A-4 Certificates” representing the right to distributions as set forth herein and therein and representing (i) a regular interest in REMIC VII for purposes of the REMIC Provisions, (ii) the right to receive its related Net WAC Rate Carryover Amount, and (iii) the obligation to pay the Pool I Class IO Distribution Amount.

Class C Certificates: All Certificates bearing the Class designation of “Class C Certificates” representing the right to distributions as set forth herein and therein and representing a regular interest in REMIC VIII for purposes of the REMIC Provisions.

Class Certificate Principal Balance: With respect to any Class and as to any date of determination, the aggregate of the Certificate Principal Balances of all Certificates of such Class as of such date.

Class C Distributable Amount: With respect to the Class C Interest and any Distribution Date, the sum of (i) the interest accrued on such Class C Interest at its Pass-Through Rate calculated on its Notional Amount less the amount (without duplication) of any Pool I Net WAC Rate Carryover Payments paid pursuant to Section 4.02(a)(iii) and less the amount applied as a Pool I Extra Principal Distribution Amount on such Distribution Date, (ii) any amount of the Uncertificated Principal Balance of the Class C Interest remaining that is distributable as a Pool I Overcollateralization Release Amount and (iii) the aggregate of amounts remaining in the Pool I Net WAC Rate Carryover Reserve Account after the distributions in Sections 4.02(a)(iii)(N)(1) and (2) and the Pool I Swap Account after distributions in Section 4.02(g). With respect to the Class C Certificate, 100% of the amount distributed to the Class C Interest.

Class C Interest: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class C Certificate and representing the right to distributions as set forth herein and evidencing (i) a regular interest in REMIC VII for purposes of the REMIC Provisions, (ii) the obligation to pay Pool I Net WAC Rate Carryover Amounts and Pool I Swap Termination Payments and (iii) the right to receive and the obligation to pay Pool I Class IO Distribution Amounts.

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Class M Certificates: The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates.

Class M-1 Principal Distribution Amount: For any distribution date, an amount equal to the lesser of (I) the aggregate certificate principal balance of the Class M-1 Certificates immediately prior to such distribution date and (II) the excess of (x) the sum of (i) the aggregate certificate principal balance of the Pool I Senior Certificates (after taking into account the payment of the Pool I Senior Principal Distribution Amount on such distribution date) and (ii) the aggregate certificate principal balance of the Class M-1 Certificates immediately prior to such distribution date over (y) the lesser of (A) the product of (i) 65.80% and (ii) the aggregate Stated Principal Balance of the Pool I Mortgage Loans as of the last day of the related due period (after giving effect to scheduled payments of principal due during the related due period, to the extent received or advanced, and unscheduled collections of principal received during the related prepayment period) and (B) the aggregate Stated Principal Balance of the Pool I Mortgage Loans as of the last day of the related due period (after giving effect to scheduled payments of principal due during the related due period, to the extent received or advanced, and unscheduled collections of principal received during the related prepayment period) minus $5,018,145.

Class M-2 Principal Distribution Amount: For any distribution date, an amount equal to the lesser of (I) the aggregate certificate principal balance of the Class M-2 Certificates immediately prior to such distribution date and (II) the excess of (x) the sum of (i) the aggregate certificate principal balance of the Pool I Senior Certificates (after taking into account the payment of the Pool I Senior Principal Distribution Amount on such distribution date), (ii) the aggregate certificate principal balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such distribution date) and (iii) the aggregate certificate principal balance of the Class M-2 Certificates immediately prior to such distribution date over (y) the lesser of (A) the product of (i) 72.10% and (ii) the aggregate Stated Principal Balance of the Pool I Mortgage Loans as of the last day of the related due period (after giving effect to scheduled payments of principal due during the related due period, to the extent received or advanced, and unscheduled collections of principal received during the related prepayment period) and (B) the aggregate Stated Principal Balance of the Pool I Mortgage Loans as of the last day of the related due period (after giving effect to scheduled payments of principal due during the related due period, to the extent received or advanced, and unscheduled collections of principal received during the related prepayment period) minus $5,018,145.

Class M-3 Principal Distribution Amount: For any distribution date, an amount equal to the lesser of (I) the aggregate certificate principal balance of the Class M-3 Certificates immediately prior to such distribution date and (II) the excess of (x) the sum of (i) the aggregate certificate principal balance of the Pool I Senior Certificates (after taking into account the payment of the Pool I Senior Principal Distribution Amount on such distribution date), (ii) the aggregate certificate principal balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such distribution date), (iii) the aggregate certificate principal balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such distribution date) and (iv) the aggregate certificate principal balance of the Class M-3 Certificates immediately prior to such distribution date over (y) the lesser of (A) the product of (i) 75.80% and (ii) the aggregate Stated Principal Balance of the Pool I Mortgage Loans as of the last day of the related due period (after

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giving effect to scheduled payments of principal due during the related due period, to the extent received or advanced, and unscheduled collections of principal received during the related prepayment period) and (B) the aggregate Stated Principal Balance of the Pool I Mortgage Loans as of the last day of the related due period (after giving effect to scheduled payments of principal due during the related due period, to the extent received or advanced, and unscheduled collections of principal received during the related prepayment period) minus $5,018,145.

Class M-4 Principal Distribution Amount: For any distribution date, an amount equal to the lesser of (I) the aggregate certificate principal balance of the Class M-4 Certificates immediately prior to such distribution date and (II) the excess of (x) the sum of (i) the aggregate certificate principal balance of the Pool I Senior Certificates (after taking into account the payment of the Pool I Senior Principal Distribution Amount on such distribution date), (ii) the aggregate certificate principal balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such distribution date), (iii) the aggregate certificate principal balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such distribution date), (iv) the aggregate certificate principal balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such distribution date), and (v) the aggregate certificate principal balance of the Class M-4 Certificates immediately prior to such distribution date over (y) the lesser of (A) the product of (i) 79.20% and (ii) the aggregate Stated Principal Balance of the Pool I Mortgage Loans as of the last day of the related due period (after giving effect to scheduled payments of principal due during the related due period, to the extent received or advanced, and unscheduled collections of principal received during the related prepayment period) and (B) the aggregate Stated Principal Balance of the Pool I Mortgage Loans as of the last day of the related due period (after giving effect to scheduled payments of principal due during the related due period, to the extent received or advanced, and unscheduled collections of principal received during the related prepayment period) minus $5,018,145.

Class M-5 Principal Distribution Amount: For any distribution date, an amount equal to the lesser of (I) the aggregate certificate principal balance of the Class M-5 Certificates immediately prior to such distribution date and (II) the excess of (x) the sum of (i) the aggregate certificate principal balance of the Pool I Senior Certificates (after taking into account the payment of the Pool I Senior Principal Distribution Amount on such distribution date), (ii) the aggregate certificate principal balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such distribution date), (iii) the aggregate certificate principal balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such distribution date), (iv) the aggregate certificate principal balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such distribution date), (v) the aggregate certificate principal balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such distribution date) and (vi) the aggregate certificate principal balance of the Class M-5 Certificates immediately prior to such distribution date over (y) the lesser of (A) the product of (i) 82.40% and (ii) the aggregate Stated Principal Balance of the Pool I Mortgage Loans as of the last day of the related due period (after giving effect to scheduled payments of principal due during the related due period, to the extent received or advanced, and unscheduled collections of principal received during the related prepayment period) and (B) the aggregate Stated Principal Balance of the Pool I Mortgage Loans

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as of the last day of the related due period (after giving effect to scheduled payments of principal due during the related due period, to the extent received or advanced, and unscheduled collections of principal received during the related prepayment period) minus $5,018,145.

Class M-6 Principal Distribution Amount: For any distribution date, an amount equal to the lesser of (I) the aggregate certificate principal balance of the Class M-6 Certificates immediately prior to such distribution date and (II) the excess of (x) the sum of (i) the aggregate certificate principal balance of the Pool I Senior Certificates (after taking into account the payment of the Pool I Senior Principal Distribution Amount on such distribution date), (ii) the aggregate certificate principal balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such distribution date), (iii) the aggregate certificate principal balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such distribution date), (iv) the aggregate certificate principal balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such distribution date), (v) the aggregate certificate principal balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such distribution date), (vi) the aggregate certificate principal balance of the Class M-5 Certificates (after taking into account the payment of the Class M-5 Principal Distribution Amount on such distribution date) and (vii) the aggregate certificate principal balance of the Class M-6 Certificates immediately prior to such distribution date over (y) the lesser of (A) the product of (i) 85.40% and (ii) the aggregate Stated Principal Balance of the Pool I Mortgage Loans as of the last day of the related due period (after giving effect to scheduled payments of principal due during the related due period, to the extent received or advanced, and unscheduled collections of principal received during the related prepayment period) and (B) the aggregate Stated Principal Balance of the Pool I Mortgage Loans as of the last day of the related due period (after giving effect to scheduled payments of principal due during the related due period, to the extent received or advanced, and unscheduled collections of principal received during the related prepayment period) minus $5,018,145.

Class M-7 Principal Distribution Amount: For any distribution date, an amount equal to the lesser of (I) the aggregate certificate principal balance of the Class M-7 Certificates immediately prior to such distribution date and (II) the excess of (x) the sum of (i) the aggregate certificate principal balance of the Pool I Senior Certificates (after taking into account the payment of the Pool I Senior Principal Distribution Amount on such distribution date), (ii) the aggregate certificate principal balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such distribution date), (iii) the aggregate certificate principal balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such distribution date), (iv) the aggregate certificate principal balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such distribution date), (v) the aggregate certificate principal balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such distribution date), (vi) the aggregate certificate principal balance of the Class M-5 Certificates (after taking into account the payment of the Class M-5 Principal Distribution Amount on such distribution date), (vii) the aggregate certificate principal balance of the Class M-6 Certificates (after taking into account the payment of the Class M-6 Principal Distribution Amount on such distribution date) and (viii) the aggregate certificate principal balance of the Class M-7 Certificates immediately prior to such

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distribution date over (y) the lesser of (A) the product of (i) 88.30% and (ii) the aggregate Stated Principal Balance of the Pool I Mortgage Loans as of the last day of the related due period (after giving effect to scheduled payments of principal due during the related due period, to the extent received or advanced, and unscheduled collections of principal received during the related prepayment period) and (B) the aggregate Stated Principal Balance of the Pool I Mortgage Loans as of the last day of the related due period (after giving effect to scheduled payments of principal due during the related due period, to the extent received or advanced, and unscheduled collections of principal received during the related prepayment period) minus $5,018,145.

Class M-8 Principal Distribution Amount: For any distribution date, an amount equal to the lesser of (I) the aggregate certificate principal balance of the Class M-8 Certificates immediately prior to such distribution date and (II) the excess of (x) the sum of (i) the aggregate certificate principal balance of the Pool I Senior Certificates (after taking into account the payment of the Pool I Senior Principal Distribution Amount on such distribution date), (ii) the aggregate certificate principal balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such distribution date), (iii) the aggregate certificate principal balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such distribution date), (iv) the aggregate certificate principal balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such distribution date), (v) the aggregate certificate principal balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such distribution date), (vi) the aggregate certificate principal balance of the Class M-5 Certificates (after taking into account the payment of the Class M-5 Principal Distribution Amount on such distribution date), (vii) the aggregate certificate principal balance of the Class M-6 Certificates (after taking into account the payment of the Class M-6 Principal Distribution Amount on such distribution date), (viii) the aggregate certificate principal balance of the Class M-7 Certificates (after taking into account the payment of the Class M-7 Principal Distribution Amount on such distribution date), and (ix) the aggregate certificate principal balance of the Class M-8 Certificates immediately prior to such distribution date over (y) the lesser of (A) the product of (i) 90.80% and (ii) the aggregate Stated Principal Balance of the Pool I Mortgage Loans as of the last day of the related due period (after giving effect to scheduled payments of principal due during the related due period, to the extent received or advanced, and unscheduled collections of principal received during the related prepayment period) and (B) the aggregate Stated Principal Balance of the Pool I Mortgage Loans as of the last day of the related due period (after giving effect to scheduled payments of principal due during the related due period, to the extent received or advanced, and unscheduled collections of principal received during the related prepayment period) minus $5,018,145.

Class M-9 Principal Distribution Amount: For any distribution date, an amount equal to the lesser of (I) the aggregate certificate principal balance of the Class M-9 Certificates immediately prior to such distribution date and (II) the excess of (x) the sum of (i) the aggregate certificate principal balance of the Pool I Senior Certificates (after taking into account the payment of the Pool I Senior Principal Distribution Amount on such distribution date), (ii) the aggregate certificate principal balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such distribution date), (iii) the aggregate certificate principal balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such distribution date), (iv) the

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aggregate certificate principal balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such distribution date), (v) the aggregate certificate principal balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such distribution date), (vi) the aggregate certificate principal balance of the Class M-5 Certificates (after taking into account the payment of the Class M-5 Principal Distribution Amount on such distribution date), (vii) the aggregate certificate principal balance of the Class M-6 Certificates (after taking into account the payment of the Class M-6 Principal Distribution Amount on such distribution date), (viii) the aggregate certificate principal balance of the Class M-7 Certificates (after taking into account the payment of the Class M-7 Principal Distribution Amount on such distribution date), (ix) the aggregate certificate principal balance of the Class M-8 Certificates (after taking into account the payment of the Class M-8 Principal Distribution Amount on such distribution date), and (x) the aggregate certificate principal balance of the Class M-9 Certificates immediately prior to such distribution date over (y) the lesser of (A) the product of (i) 92.70% and (ii) the aggregate Stated Principal Balance of the Pool I Mortgage Loans as of the last day of the related due period (after giving effect to scheduled payments of principal due during the related due period, to the extent received or advanced, and unscheduled collections of principal received during the related prepayment period) and (B) the aggregate Stated Principal Balance of the Pool I Mortgage Loans as of the last day of the related due period (after giving effect to scheduled payments of principal due during the related due period, to the extent received or advanced, and unscheduled collections of principal received during the related prepayment period) minus $5,018,145.

Class M-10 Principal Distribution Amount: For any distribution date, an amount equal to the lesser of (I) the aggregate certificate principal balance of the Class M-10 Certificates immediately prior to such distribution date and (II) the excess of (x) the sum of (i) the aggregate certificate principal balance of the Pool I Senior Certificates (after taking into account the payment of the Pool I Senior Principal Distribution Amount on such distribution date), (ii) the aggregate certificate principal balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such distribution date), (iii) the aggregate certificate principal balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such distribution date), (iv) the aggregate certificate principal balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such distribution date), (v) the aggregate certificate principal balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such distribution date), (vi) the aggregate certificate principal balance of the Class M-5 Certificates (after taking into account the payment of the Class M-5 Principal Distribution Amount on such distribution date), (vii) the aggregate certificate principal balance of the Class M-6 Certificates (after taking into account the payment of the Class M-6 Principal Distribution Amount on such distribution date), (viii) the aggregate certificate principal balance of the Class M-7 Certificates (after taking into account the payment of the Class M-7 Principal Distribution Amount on such distribution date), (ix) the aggregate certificate principal balance of the Class M-8 Certificates (after taking into account the payment of the Class M-8 Principal Distribution Amount on such distribution date), (x) the aggregate certificate principal balance of the Class M-9 Certificates (after taking into account the payment of the Class M-9 Principal Distribution Amount on such distribution date), and (xi) the aggregate certificate principal balance of the Class M-10 Certificates immediately prior to such distribution date over (y) the lesser of (A) the product of (i) 94.00% and (ii) the aggregate Stated

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Principal Balance of the Pool I Mortgage Loans as of the last day of the related due period (after giving effect to scheduled payments of principal due during the related due period, to the extent received or advanced, and unscheduled collections of principal received during the related prepayment period) and (B) the aggregate Stated Principal Balance of the Pool I Mortgage Loans as of the last day of the related due period (after giving effect to scheduled payments of principal due during the related due period, to the extent received or advanced, and unscheduled collections of principal received during the related prepayment period) minus $5,018,145.

Class M-11 Principal Distribution Amount: For any distribution date, an amount equal to the lesser of (I) the aggregate certificate principal balance of the Class M-11 Certificates immediately prior to such distribution date and (II) the excess of (x) the sum of (i) the aggregate certificate principal balance of the Pool I Senior Certificates (after taking into account the payment of the Pool I Senior Principal Distribution Amount on such distribution date), (ii) the aggregate certificate principal balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such distribution date), (iii) the aggregate certificate principal balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such distribution date), (iv) the aggregate certificate principal balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such distribution date), (v) the aggregate certificate principal balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such distribution date), (vi) the aggregate certificate principal balance of the Class M-5 Certificates (after taking into account the payment of the Class M-5 Principal Distribution Amount on such distribution date), (vii) the aggregate certificate principal balance of the Class M-6 Certificates (after taking into account the payment of the Class M-6 Principal Distribution Amount on such distribution date), (viii) the aggregate certificate principal balance of the Class M-7 Certificates (after taking into account the payment of the Class M-7 Principal Distribution Amount on such distribution date), (ix) the aggregate certificate principal balance of the Class M-8 Certificates (after taking into account the payment of the Class M-8 Principal Distribution Amount on such distribution date), (x) the aggregate certificate principal balance of the Class M-9 Certificates (after taking into account the payment of the Class M-9 Principal Distribution Amount on such distribution date), (xi) the aggregate certificate principal balance of the Class M-10 Certificates (after taking into account the payment of the Class M-10 Principal Distribution Amount on such distribution date), and (xii) the aggregate certificate principal balance of the Class M-11 Certificates immediately prior to such distribution date over (y) the lesser of (A) the product of (i) 96.00% and (ii) the aggregate Stated Principal Balance of the Pool I Mortgage Loans as of the last day of the related due period (after giving effect to scheduled payments of principal due during the related due period, to the extent received or advanced, and unscheduled collections of principal received during the related prepayment period) and (B) the aggregate Stated Principal Balance of the Pool I Mortgage Loans as of the last day of the related due period (after giving effect to scheduled payments of principal due during the related due period, to the extent received or advanced, and unscheduled collections of principal received during the related prepayment period) minus $5,018,145.

Class P Certificates: All Certificates bearing the Class designation of “Class P Certificates” representing the right to distributions as set forth herein and therein and representing a regular interest in REMIC IX for purposes of the REMIC Provisions.

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Class P Interest: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class P Certificate representing the right to distributions as set forth herein and evidencing a regular interest in REMIC VII for purposes of the REMIC Provisions.

Class R Certificates: All Certificates bearing the Class designation of “Class R Certificates” and evidencing the ownership of the “residual interest” in each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI and REMIC VII for purposes of the REMIC Provisions. The Class R Certificate represents the ownership of the Class R-I Interest, Class R-II Interest, Class R-III Interest, Class R-IV Interest, Class R-V Interest, Class R-VI Interest and Class R-VII Interest.

Class RX Certificates: All Certificates bearing the Class designation of “Class RX Certificates” and evidencing the ownership of the “residual interest” in each of REMIC VIII, REMIC IX, REMIC X, REMIC XI and REMIC XII for purposes of the REMIC Provisions. The Class RX Certificate represents the ownership of the Class RX-VIII Interest, Class RX-IX Interest, Class RX-X Interest, Class RX-XI Interest and Class 1 RX-XII Interest.

Class R-I Interest: The residual interest in REMIC I for purposes of the REMIC Provisions.

Class R-II Interest: The residual interest in REMIC II for purposes of the REMIC Provisions.

Class R-III Interest: The residual interest in REMIC III for purposes of the REMIC Provisions.

Class R-IV Interest: The residual interest in REMIC IV for purposes of the REMIC Provisions.

Class R-V Interest: The residual interest in REMIC V for purposes of the REMIC Provisions.

Class R-VI Interest: The residual interest in REMIC VI for purposes of the REMIC Provisions.

Class R-VII Interest: The residual interest in REMIC VII for purposes of the REMIC Provisions.

Class RX-VIII Interest: The residual interest in REMIC VIII for purposes of the REMIC Provisions.

Class RX-IX Interest: The residual interest in REMIC IX for purposes of the REMIC Provisions.

Class RX-X Interest: The residual interest in REMIC X for purposes of the REMIC Provisions.

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Class RX-XI Interest: The residual interest in REMIC XI for purposes of the REMIC Provisions.

Class RX-XII Interest: The residual interest in REMIC XII for purposes of the REMIC Provisions.

Class SL-A Certificates: All Certificates bearing the Class designation of “Class SL-A Certificates” representing the right to distributions as set forth herein and therein and representing (i) a regular interest in REMIC VII for purposes of the REMIC Provisions, (ii) the right to receive its related Pool II Net WAC Rate Carryover Amount and (iii) the obligation to pay the Pool II Class IO Distribution Amount.

Class SL-A Principal Distribution Amount: For any Distribution Date means an amount equal to the excess of the Certificate Principal Balance of the Class SL-A Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 25.50% and (ii) the aggregate Stated Principal Balance of the Pool II Mortgage Loans as of the last day of the related Due Period and (B) the aggregate Stated Principal Balance of the Pool II Mortgage Loans as of the last day of the related Due Period minus $1,417,386.

Class SL-B1 Certificates: All Certificates bearing the Class designation of “Class B1 Certificates” representing the right to distributions as set forth herein and therein and representing (i) a regular interest in REMIC VII for purposes of the REMIC Provisions, (ii) the right to receive its related Net WAC Rate Carryover Amount and (iii) the obligation to pay the Pool II Class IO Distribution Amount.

Class SL-B1 Principal Distribution Amount: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Pool II Senior Certificates (after taking into account the distribution of the Class SL-A Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class SL-M1 Certificates (after taking into account the distribution of the Class SL-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class SL-M2 Certificates (after taking into account the distribution of the Class SL-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class SL-M3 Certificates (after taking into account the distribution of the Class SL-M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class SL-M4 Certificates (after taking into account the distribution of the Class SL-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the Class SL-M5 Certificates (after taking into account the distribution of the Class SL-M5 Principal Distribution Amount on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class SL-M6 Certificates (after taking into account the distribution of the Class SL-M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate Certificate Principal Balance of the Class SL-M7 Certificates (after taking into account the distribution of the Class SL-M7 Principal Distribution Amount on such Distribution Date), (ix) the aggregate Certificate Principal Balance of the Class SL-M8 Certificates (after taking into account the distribution of the Class SL-M8 Principal Distribution Amount on such Distribution Date), (x) the aggregate Certificate Principal Balance of the Class SL-M9 Certificates (after taking into account the distribution of the Class SL-M9 Principal

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Distribution Amount on such Distribution Date) and (xi) the aggregate Certificate Principal Balance of the Class SL-B1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 83.20% and (ii) the aggregate Stated Principal Balance of the Pool II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Pool II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $1,417,386.

Class SL-C Certificates: All Certificates bearing the Class designation of “Class SL-C Certificates” representing the right to distributions as set forth herein and therein and representing a regular interest in REMIC XI for purposes of the REMIC Provisions.

Class SL-C Distributable Amount: With respect to the Class SL-C Interest and any Distribution Date, the sum of (i) the interest accrued on such Class SL-C Interest at its Pass-Through Rate calculated on its Notional Amount less the amount (without duplication) of any Pool II Net WAC Rate Carryover Amounts paid pursuant to Section 4.02(e)(iii) and less the amount applied as a Pool II Extra Principal Distribution Amount on such Distribution Date, (ii) any amount of the Uncertificated Principal Balance of the Class SL-C Interest remaining that is distributable as a Pool II Overcollateralization Release Amount and (iii) the aggregate of amounts remaining in the Pool II Net WAC Rate Carryover Reserve Account after the distributions in Sections 4.02(e)(iii)(W)(1) and (2) and the Pool II Swap Account after distributions in Section 4.02(h). With respect to the Class SL-C Certificate, 100% of the amount distributed to the Class SL-C Interest.

Class SL-C Interest: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class SL-C Certificate and representing the right to distributions as set forth herein and evidencing (i) a regular interest in REMIC VII for purposes of the REMIC Provisions, (ii) the obligation to pay Pool II Net WAC Rate Carryover Amounts and Pool II Swap Termination Payments and (iii) the obligation to pay and the right to receive Pool II Class IO Distribution Amounts.

Class SL-M Certificates: The Class SL-M1, Class SL-M2, Class SL-M3, Class SL-M4, Class SL-M5, Class SL-M6, Class SL-M7, Class SL-M8 and Class SL-M9 Certificates.

Class SL-M1 Certificates: All Certificates bearing the Class designation of “Class SL-M1 Certificates” representing the right to distributions as set forth herein and therein and representing (i) a regular interest in REMIC VII for purposes of the REMIC Provisions, (ii) the right to receive its related Net WAC Rate Carryover Amount and (iii) the obligation to pay the Pool II Class IO Distribution Amount.

Class SL-M1 Principal Distribution Amount: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class SL-A Certificates (after taking into account the distribution of the Class SL-A Principal Distribution Amount on such Distribution Date) and (ii) the aggregate Certificate Principal Balance of the

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Class SL-M1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 35.10% and (ii) the aggregate Stated Principal Balance of the Pool II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Pool II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $1,417,386.

Class SL-M2 Certificates: All Certificates bearing the Class designation of “Class SL-M2 Certificates” representing the right to distributions as set forth herein and therein and representing (i) a regular interest in REMIC VII for purposes of the REMIC Provisions, (ii) the right to receive its related Net WAC Rate Carryover Amount and (iii) the obligation to pay the Pool II Class IO Distribution Amount.

Class SL-M2 Principal Distribution Amount: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class SL-A Certificates (after taking into account the distribution of Class SL-A Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class SL-M1 Certificates (after taking into account the distribution of the Class SL-M1 Principal Distribution Amount on such Distribution Date) and (iii) the aggregate Certificate Principal Balance of the Class SL-M2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 43.70% and (ii) the aggregate Stated Principal Balance of the Pool II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Pool II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $1,417,386.

Class SL-M3 Certificates: All Certificates bearing the Class designation of “Class SL-M3 Certificates” representing the right to distributions as set forth herein and therein and representing (i) a regular interest in REMIC VII for purposes of the REMIC Provisions, (ii) the right to receive its related Net WAC Rate Carryover Amount and (iii) the obligation to pay the Pool II Class IO Distribution Amount.

Class SL-M3 Principal Distribution Amount: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class SL-A Certificates (after taking into account the distribution of the Class SL-A Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class SL-M1 Certificates (after taking into account the distribution of the Class SL-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class SL-M2 Certificates (after taking into account the distribution of the Class SL-M2 Principal Distribution Amount on such Distribution Date) and (iv) the Certificate Principal Balance of the Class SL-M3 Certificates immediately prior to such Distribution Date over (y) the

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lesser of (A) the product of (i) 49.60% and (ii) the aggregate Stated Principal Balance of the Pool II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Pool II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $1,417,386.

Class SL-M4 Certificates: All Certificates bearing the Class designation of “Class SL-M4 Certificates” representing the right to distributions as set forth herein and therein and representing (i) a regular interest in REMIC VII for purposes of the REMIC Provisions, (ii) the right to receive its related Net WAC Rate Carryover Amount and (iii) the obligation to pay the Pool II Class IO Distribution Amount.

Class SL-M4 Principal Distribution Amount: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class SL-A Certificates (after taking into account the distribution of the Class SL-A Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class SL-M1 Certificates (after taking into account the distribution of the Class SL-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class SL-M2 Certificates (after taking into account the distribution of the Class SL-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class SL-M3 Certificates (after taking into account the distribution of the Class SL-M3 Principal Distribution Amount on such Distribution Date) and (v) the aggregate Certificate Principal Balance of the Class SL-M4 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 54.80% and (ii) the aggregate Stated Principal Balance of the Pool II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Pool II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $1,417,386.

Class SL-M5 Certificates: All Certificates bearing the Class designation of “Class SL-M5 Certificates” representing the right to distributions as set forth herein and therein and representing (i) a regular interest in REMIC VII for purposes of the REMIC Provisions, (ii) the right to receive its related Net WAC Rate Carryover Amount and (iii) the obligation to pay the Pool II Class IO Distribution Amount.

Class SL-M5 Principal Distribution Amount: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class SL-A Certificates (after taking into account the distribution of the Class SL-A Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class SL-M1 Certificates (after taking into account the distribution of the Class SL-M1 Principal

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Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class SL-M2 Certificates (after taking into account the distribution of the Class SL-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class SL-M3 Certificates (after taking into account the distribution of the Class SL-M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class SL-M4 Certificates (after taking into account the distribution of the Class SL-M4 Principal Distribution Amount on such Distribution Date) and (vi) the aggregate Certificate Principal Balance of the Class SL-M5 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 60.20% and (ii) the aggregate Stated Principal Balance of the Pool II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Pool II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $1,417,386.

Class SL-M6 Certificates: All Certificates bearing the Class designation of “Class SL-M6 Certificates” representing the right to distributions as set forth herein and therein and representing (i) a regular interest in REMIC VII for purposes of the REMIC Provisions, (ii) the right to receive its related Net WAC Rate Carryover Amount and (iii) the obligation to pay the Pool II Class IO Distribution Amount.

Class SL-M6 Principal Distribution Amount: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class SL-A Certificates (after taking into account the distribution of the Class SL-A Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class SL-M1 Certificates (after taking into account the distribution of the Class SL-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class SL-M2 Certificates (after taking into account the distribution of the Class SL-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class SL-M3 Certificates (after taking into account the distribution of the Class SL-M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class SL-M4 Certificates (after taking into account the distribution of the Class SL-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the Class SL-M5 Certificates (after taking into account the distribution of the Class SL-M5 Principal Distribution Amount on such Distribution Date) and (vii) the aggregate Certificate Principal Balance of the Class SL-M6 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 65.20% and (ii) the aggregate Stated Principal Balance of the Pool II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Pool II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and

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unscheduled collections of principal received during the related Prepayment Period) minus $1,417,386.

Class SL-M7 Certificates: All Certificates bearing the Class designation of “Class SL-M7 Certificates” representing the right to distributions as set forth herein and therein and representing (i) a regular interest in REMIC VII for purposes of the REMIC Provisions, (ii) the right to receive its related Net WAC Rate Carryover Amount and (iii) the obligation to pay the Pool II Class IO Distribution Amount.

Class SL-M7 Principal Distribution Amount: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class SL-A Certificates (after taking into account the distribution of the Class SL-A Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class SL-M1 Certificates (after taking into account the distribution of the Class SL-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class SL-M2 Certificates (after taking into account the distribution of the Class SL-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class SL-M3 Certificates (after taking into account the distribution of the Class SL-M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class SL-M4 Certificates (after taking into account the distribution of the Class SL-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the Class SL-M5 Certificates (after taking into account the distribution of the Class SL-M5 Principal Distribution Amount on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class SL-M6 Certificates (after taking into account the distribution of the Class SL-M6 Principal Distribution Amount on such Distribution Date) and (viii) the aggregate Certificate Principal Balance of the Class SL-M7 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 70.10% and (ii) the aggregate Stated Principal Balance of the Pool II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Pool II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $1,417,386.

Class SL-M8 Certificates: All Certificates bearing the Class designation of “Class SL-M8 Certificates” representing the right to distributions as set forth herein and therein and representing (i) a regular interest in REMIC VII for purposes of the REMIC Provisions, (ii) the right to receive its related Net WAC Rate Carryover Amount and (iii) the obligation to pay the Pool II Class IO Distribution Amount.

Class SL-M8 Principal Distribution Amount: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class SL-A Certificates (after taking into account the distribution of the Class SL-A Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class SL-M1 Certificates (after taking into account the distribution of the Class SL-M1 Principal

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Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class SL-M2 Certificates (after taking into account the distribution of the Class SL-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class SL-M3 Certificates (after taking into account the distribution of the Class SL-M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class SL-M4 Certificates (after taking into account the distribution of the Class SL-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the Class SL-M5 Certificates (after taking into account the distribution of the Class SL-M5 Principal Distribution Amount on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class SL-M6 Certificates (after taking into account the distribution of the Class SL-M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate Certificate Principal Balance of the Class SL-M7 Certificates (after taking into account the distribution of the Class SL-M7 Principal Distribution Amount on such Distribution Date) and (ix) the aggregate Certificate Principal Balance of the Class SL-M8 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 74.70% and (ii) the aggregate Stated Principal Balance of the Pool II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Pool II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $1,417,386.

Class SL-M9 Certificates: All Certificates bearing the Class designation of “Class SL-M9 Certificates” representing the right to distributions as set forth herein and therein and representing (i) a regular interest in REMIC VII for purposes of the REMIC Provisions, (ii) the right to receive its related Net WAC Rate Carryover Amount and (iii) the obligation to pay the Pool II Class IO Distribution Amount.

Class SL-M9 Principal Distribution Amount: With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class SL-A Certificates (after taking into account the distribution of the Class SL-A Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class SL-M1 Certificates (after taking into account the distribution of the Class SL-M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class SL-M2 Certificates (after taking into account the distribution of the Class SL-M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class SL-M3 Certificates (after taking into account the distribution of the Class SL-M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class SL-M4 Certificates (after taking into account the distribution of the Class SL-M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the Class SL-M5 Certificates (after taking into account the distribution of the Class SL-M5 Principal Distribution Amount on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class SL-M6 Certificates (after taking into account the distribution of the Class SL-M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate Certificate Principal Balance of the Class SL-M7 Certificates (after

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taking into account the distribution of the Class SL-M7 Principal Distribution Amount on such Distribution Date), (ix) the aggregate Certificate Principal Balance of the Class SL-M8 Certificates (after taking into account the distribution of the Class SL-M8 Principal Distribution Amount on such Distribution Date) and (x) the aggregate Certificate Principal Balance of the Class SL-M9 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 78.80% and (ii) the aggregate Stated Principal Balance of the Pool II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Pool II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $1,417,386.

Class Swap-I-IO Interest: An uncertificated interest on the Trust Fund evidencing regular interest in REMIC VII for purposes of REMIC Provisions.

Class Swap-II-IO Interest: An uncertificated interest on the Trust Fund evidencing regular interest in REMIC VII for purposes of REMIC Provisions.

Closing Date: August 3, 2006.

Code: The Internal Revenue Code of 1986, including any successor or amendatory provisions.

Collection Account: As defined in Section 3.10(a).

Commission: The United States Securities and Exchange Commission.

Compensating Interest: For any Distribution Date, the lesser of (a) the Prepayment Interest Shortfall, if any, for such Distribution Date, with respect to voluntary Principal Prepayments in full by the Mortgagor (excluding any payments made upon liquidation of the Mortgage Loan), and (b) the amount of the Servicing Fee payable to the Servicer for such Distribution Date.

Condemnation Proceeds: All awards, compensation and/or settlements in respect of a Mortgaged Property, whether permanent or temporary, partial or entire, by exercise of the power of eminent domain or condemnation.

Corporate Trust Office. The designated office of the Trustee or the Trust Administrator, as the case may be, at which at any particular time its corporate trust business with respect to this Agreement is administered, which office at the date of the execution of this Agreement is located at (i) with respect to the Trustee, HSBC Bank USA, National Association, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Servicer, the Master Servicer, the Originator and the Trust Administrator, or (ii) with respect to the Trust Administrator, (A) for certificate transfer purposes, Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust Services-Fremont 2006-B, (B) for matters relating to the Custodial

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Files, 00 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, Attention: Fremont 2006-B, and (C) for all other purposes, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000 Attn: Client Manager-Fremont 2006-B, facsimile no. (000) 000-0000 and which is the address to which notices to and correspondence with the Trust Administrator should be directed.

Corresponding Class: The Class of interests in one Trust REMIC created under this Agreement that corresponds to the Class of interests in the other Trust REMIC or to a Class of Certificates in the manner set out below:


Corresponding REMIC III or REMIC VI Classes		Corresponding REMIC Classes
LTI-1-A		Class 1-A Certificates
LTI-2-A-1		Class 2-A-1 Certificates
LTI-2-A-2		Class 2-A-2 Certificates
LTI-2-A-3		Class 2-A-3 Certificates
LTI-2-A-4		Class 2-A-4 Certificates
LTI-M-1		Class M-1 Certificates
LTI-M-2		Class M-2 Certificates
LTI-M-3		Class M-3 Certificates
LTI-M-4		Class M-4 Certificates
LTI-M-5		Class M-5 Certificates
LTI-M-6		Class M-6 Certificates
LTI-M-7		Class M-7 Certificates
LTI-M-8		Class M-8 Certificates
LTI-M-9		Class M-9 Certificates
LTI-M-10		Class M-10 Certificates
LTI-M-11		Class M-11 Certificates
LT-I-IO		Class Swap-I-IO Interest
LTII-SL-A		Class SL-A Certificates
LTII-SL-M1		Class SL-M1 Certificates
LTII-SL-M2		Class SL-M2 Certificates
LTII-SL-M3		Class SL-M3 Certificates
LTII-SL-M4		Class SL-M4 Certificates
LTII-SL-M5		Class SL-M5 Certificates
LTII-SL-M6		Class SL-M6 Certificates
LTII-SL-M7		Class SL-M7 Certificates
LTII-SL-M8		Class SL-M8 Certificates
LTII-SL-M9		Class SL-M9 Certificates
LTII-SL-B1		Class SL-B1 Certificates
LT-II-IO		Class Swap-II-IO Interest

With respect to the Class C Interest, Class SL-C Interest and the Class P Interest, the Class C Certificates, Class SL-C Certificates and the Class P Certificates, respectively.

Current Interest: With respect to any Distribution Date for each Class of the Offered Certificates, the aggregate amount of interest accrued during the related Interest Accrual Period at the applicable Pass-Through Rate on the related Class Certificate Principal Balance

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immediately prior to such Distribution Date, as reduced by such Class’s share of Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for the related Due Period allocated to such Class pursuant to Section 4.02.

Custodial Fee: With respect to each mortgage Loan and any Distribution Date, an amount equal to the product of (i) one-twelfth of the Custodial Fee Rate and (ii) the Stated Principal Balance of such Mortgage Loans as of the first day of the calendar month preceding the month in which such Distribution Date occurs.

Custodial Fee Rate: 0.000% per annum; provided, however, that if Xxxxx Fargo Bank, N.A. ceases to be Master Servicer and Trust Administrator hereunder, the Custodial Fee Rate shall be 0.002%.

Custodial File: With respect to each Mortgage Loan, the file retained by the Trust Administrator consisting of items (a)-(h) as listed on Exhibit K hereto.

Cut-off Date: With respect to each Mortgage Loan (other than a Substitute Mortgage Loan), August 1, 2006. With respect to all Substitute Mortgage Loans, their respective dates of substitution. References herein to the “Cut-off Date,” when used with respect to more than one Mortgage Loan, shall be to the respective Cut-off Dates for such Mortgage Loans.

Cut-off Date Pool Principal Balance: The aggregate Stated Principal Balances of all Mortgage Loans as of the close of business on the Cut-off Date (after giving effect to payments of principal due on that date).

Data Tape Information: The information provided by the Originator as of the Cut-off Date to the Depositor setting forth the following information with respect to each Mortgage Loan: (1) the Originator’s Mortgage Loan identifying number; (2) the Mortgagor’s name; (3) the street address of the Mortgaged Property including the city, state and zip code; (4) a code indicating whether the Mortgaged Property is owner-occupied, a second home or investment property; (5) the number and type of residential units constituting the Mortgaged Property (i.e., a single family residence, a 2-4 family residence, a unit in a condominium project or a unit in a planned unit development, manufactured housing); (6) the original months to maturity or the remaining months to maturity from the Cut-off Date, in any case based on the original amortization schedule and, if different, the maturity expressed in the same manner but based on the actual amortization schedule; (7) the Loan-to-Value Ratio at origination; (8) the Mortgage Interest Rate as of the Cut-off Date; (9) the date on which the Scheduled Payment was due on the Mortgage Loan and, if such date is not consistent with the Due Date currently in effect, such Due Date; (10) the stated maturity date; (11) the amount of the Scheduled Payment as of the Cut-off Date; (12) the last payment date on which a Scheduled Payment was actually applied to pay interest and, if applicable, the outstanding principal balance; (13) the original principal amount of the Mortgage Loan; (14) the principal balance of the Mortgage Loan as of the close of business on the Cut-off Date, after deduction of payments of principal due and collected on or before the Cut-off Date; (15) with respect to Adjustable Rate Mortgage Loans, the Adjustment Date; (16) with respect to Adjustable Rate Mortgage Loans, the Gross Margin; (17) with respect to Adjustable Rate Mortgage Loans, the Lifetime Rate Cap under the terms of the Mortgage Note; (18) with respect to Adjustable Rate Mortgage Loans, a code indicating the type of Index;

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(19) with respect to Adjustable Rate Mortgage Loans, the Periodic Mortgage Interest Rate Cap under the terms of the Mortgage Note; (20) the type of Mortgage Loan (i.e., fixed rate, adjustable rate, first lien); (21) a code indicating the purpose of the loan (i.e., purchase, rate and term refinance, equity take-out refinance); (22) a code indicating the documentation style (i.e., full documentation, easy documentation or stated income); (23) the loan credit classification (as described in the Underwriting Guidelines); (24) whether such Mortgage Loan provides for a Prepayment Premium; (25) the Prepayment Premium period of such Mortgage Loan, if applicable; (26) a description of the Prepayment Premium, if applicable; (27) the Mortgage Interest Rate as of origination; (28) the credit risk score at origination; (29) the date of origination; (30) the Mortgage Interest Rate adjustment period; (31)the Minimum Mortgage Interest Rate; (32) the Mortgage Interest Rate calculation method (i.e., 30/360, simple interest, other); (33) a code indicating whether the Mortgage Loan is a High Cost Mortgage Loan; (34) a code indicating whether the Mortgage Loan has been modified; (35) the current Loan-to-Value Ratio; (36) [Reserved]; (37) the Due Date for the first Scheduled Payment; (38) the original Scheduled Payment due; (39) with respect to the related Mortgagor, the debt-to-income ratio; (40) the Appraised Value of the Mortgaged Property; (41) the sales price of the Mortgaged Property if the Mortgage Loan was originated in connection with the purchase of the Mortgaged Property; (42) the MERS identification number; and (43) a code indicating if a Mortgage Loan is a 30-Day Delinquency. With respect to the Mortgage Loans in the aggregate: (1) the number of Mortgage Loans; (2) the current aggregate outstanding principal balance of the Mortgage Loans; (3) the weighted average Mortgage Interest Rate of the Mortgage Loans; and (4) the weighted average maturity of the Mortgage Loans.

DBRS: Dominion Bond Rating Service, Inc. If DBRS is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(b) the address for notices to DBRS shall be Dominion Bond Rating Service, Inc., 00 Xxxxxxxx, 00^xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other address as DBRS may hereafter furnish to the Depositor, the Servicer, the Master Servicer, the Trust Administrator and the Trustee.

Debt Service Reduction: With respect to any Mortgage Loan, a reduction by a court of competent jurisdiction in a proceeding under the United States Bankruptcy Code in the Scheduled Payment for such Mortgage Loan which became final and non-appealable, except for such a reduction resulting from a Deficient Valuation or any reduction that results in a permanent forgiveness of principal.

Deficient Valuation: With respect to any Mortgage Loan, a valuation of the related Mortgaged Property by a court of competent jurisdiction in an amount less than the then outstanding principal balance of the Mortgage Loan, which valuation results from a proceeding initiated under the United States Bankruptcy Code.

Definitive Certificates: Any Certificate evidenced by a Physical Certificate and any Certificate issued in lieu of a Book-Entry Certificate pursuant to Section 5.02(e).

Deleted Mortgage Loan: As defined in Section 2.03(c).

Delinquency Rate: With respect to any month and the Pool I Mortgage Loans or the Pool II Mortgage Loans, the quotient (expressed as a percentage) of (1) the Stated Principal Balance

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of the 60+ Day Delinquent Mortgage Loans in such pool, divided by (2) the aggregate Stated Principal Balance of the Mortgage Loans in such pool as of the last day of the related month, not including in both (1) and (2) a Liquidated Mortgage Loan as of the end of the Prepayment Period.

Denomination: With respect to each Certificate, the amount set forth on the face thereof as the “Initial Certificate Principal Balance of this Certificate” or the Percentage Interest appearing on the face thereof.

Depositor: Fremont Mortgage Securities Corporation, a Delaware corporation, and its successors in interest.

Depository: The initial Depository shall be The Depository Trust Company, the nominee of which is CEDE & Co., as the registered Holder of the Book-Entry Certificates. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York.

Depository Institution: Any depository institution or trust company, including the Trustee, that (a) is incorporated under the laws of the United States of America or any State thereof, (b) is subject to supervision and examination by federal or state banking authorities and (c) has outstanding unsecured commercial paper or other short-term unsecured debt obligations that are rated P-1 by Moody’s and A-1 by Standard & Poor’s.

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

Determination Date: With respect to each Distribution Date, the 15^th day of the calendar month in which such Distribution Date occurs or, if such 15^th day is not a Business Day, the Business Day immediately preceding such 15^th day.

Distribution Account: The separate Eligible Account created and maintained by the Trust Administrator pursuant to Section 3.27(b) in the name of the Trust Administrator for the benefit of the Certificateholders and designated “Xxxxx Fargo Bank, N.A. in trust for registered Holders of Fremont Home Loan Trust 2006-B Mortgage-Backed Certificates, Series 2006-B.” Funds in the Distribution Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement and may be invested in Permitted Investments.

Distribution Date: The 25^th day of each calendar month after the initial issuance of the Certificates, or if such day is not a Business Day, the next succeeding Business Day, commencing in September 2006.

Document Certification and Exception Report: The report attached to Exhibit F hereto.

Downgrade Provisions: As defined in the Pool I Swap Agreement or Pool II Swap Agreement, as applicable. In summary, the Downgrade Provisions provide that if the relevant Swap Provider’s long-term credit ratings fall below the levels specified in the relevant Swap Agreement, such Swap Provider will be required, subject to the Rating Agency Condition (as

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defined in the relevant Swap Agreement) to (1) post collateral securing its obligations under the relevant Swap Agreement, (2) obtain a substitute Swap Provider acceptable to the Rating Agencies that will assume the obligation of the relevant Swap Provider under the relevant Swap Agreement, (3) obtain a guaranty or contingent agreement of the relevant Swap Provider’s obligations under the relevant Swap Agreement from another person acceptable to the Rating Agencies or (4) establish any other arrangement sufficient to restore the credit rating of the relevant Certificates; all as more particularly set forth in the relevant Swap Agreement.

Due Date: The day of the month on which the Scheduled Payment is due on a Mortgage Loan, exclusive of any days of grace.

Due Period: With respect to any Distribution Date, the period commencing on the second day of the calendar month preceding the month in which the Distribution Date occurs and ending on the first day of the calendar month in which the Distribution Date occurs.

Eligible Account: Either (i) an account maintained with a federal or state chartered depository institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is a subsidiary of a holding company, the short-term unsecured debt obligations of such holding company) are rated A-1 by Standard & Poor’s and P-1 by Moody’s (and a comparable rating if another Rating Agency is specified by the Depositor by written notice to the Servicer) at the time any amounts are held on deposit therein, (ii) a trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity or (iii) any other account acceptable to each Rating Agency. Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee.

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

ERISA-Qualifying Underwriting: A best efforts or firm commitment underwriting or private placement that meets the requirements of Prohibited Transaction Exemption (“PTE”) 2002-41, 67 Fed. Reg. 54487 (2002) (or any successor thereto), or any substantially similar administrative exemption granted by the U.S. Department of Labor.

ERISA-Restricted Certificate: As specified in the Preliminary Statement.

Escrow Account: The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).

Escrow Payments: As defined in Section 3.09(b) of this Agreement.

Event of Default: Any (i) Servicer Event of Default or (ii) Master Servicer Event of Termination, each as defined in Section 7.01.

Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

Expense Fee Rate: As to each Mortgage Loan, a per annum rate equal to the sum of the Servicing Fee Rate, the Master Servicing Fee Rate and the Custodial Fee Rate (if applicable).

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Expense Fees: As to each Mortgage Loan, the sum of the Servicing Fee, the Master Servicing Fee and the Custodial Fee (if applicable).

FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.

Final Recovery Determination: With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by the Originator as contemplated by this Agreement), a determination made by the Servicer that all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and other payments or recoveries which the Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered. The Servicer shall maintain records, prepared by a Servicing Officer, of each Final Recovery Determination made thereby and deliver a certificate of a Servicing Officer evidencing such determination to the Master Servicer.

Final Scheduled Distribution Date: The Final Scheduled Distribution Date for each Class of Certificates is the Distribution Date occurring in August 2036.

Fitch: Fitch, Inc. If Fitch is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(b) the address for notices to Fitch shall be Fitch, Inc., Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Residential Mortgage Pass-Through Group, or such other address as Fitch may hereafter furnish to the Depositor, the Servicer, the Master Servicer, the Trust Administrator and the Trustee.

Form 8-K Disclosure Information: As defined in Section 4.07(a)(iii) hereof.

Formula Rate: With respect to each Class of Pool I Senior Certificates and Pool I Subordinate Certificates, the lesser of the related Base Rate for such Class and the Pool I Maximum Cap (if applicable). With respect to the Class SL-A Certificates and the Pool II Subordinate Certificates (other than the Class SL-B1 Certificates), the related Base Rate for such Class. With respect to the Class SL-B1 Certificates, for any Distribution Date on or prior to the Optional Termination Date, 6.50% per annum and, for any Distribution Date after the Optional Termination Date, 7.00% per annum.

Fremont: Fremont Investment & Loan, a California industrial bank, and its successors in interest.

Gross Margin: With respect to each Adjustable Rate Mortgage Loan, the fixed percentage amount set forth in the related Mortgage Note to be added to the applicable Index to determine the Mortgage Interest Rate.

Group 1 Allocation Percentage: For any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (i) the aggregate Stated Principal Balance for the Group 1 Mortgage Loans for such Distribution Date, and the denominator of which is (ii) the aggregate Stated Principal Balance for the Group 1 Mortgage Loans and the Group 2 Mortgage Loans for such Distribution Date.

Group 1 Interest Remittance Amount: With respect to any Distribution Date, that portion of the Pool I Available Funds for such Distribution Date attributable to interest received or

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advanced with respect to the Group 1 Mortgage Loans, reduced by the pro rata portion of the amounts specified in clause (y) of the definition of Pool I Available Funds for such Distribution Date.

Group 1 Mortgage Loans: The Mortgage Loans identified on the Pool I Mortgage Loan Schedule as Group 1 Mortgage Loans.

Group 1 Net WAC Rate: A per annum rate equal to (a) the weighted average of the Pool I Adjusted Net Mortgage Interest Rates then in effect at the beginning of the related Due Period on the Group 1 Mortgage Loans (adjusted for Principal Prepayments during such Due Period that were distributed on the Distribution Date falling within such Due Period), less (y) the Pool I Net Swap Payment or Pool I Swap Termination Payment, if any, made to the Pool I Swap Provider (only if such Pool I Swap Termination Payment is not due to a Pool I Swap Provider Trigger Event) multiplied by Group 1 Allocation Percentage expressed as a percentage, equal to a fraction, the numerator of which is equal to the Pool I Net Swap Payment or Pool I Swap Termination Payment made to the Pool I Swap Provider by the Issuing Entity multiplied by 12, and the denominator of which is equal to the aggregate Stated Principal Balance of the Pool I Mortgage Loans, multiplied by (b) 30 divided by the actual number of days in such Interest Accrual Period. For federal income tax purposes, the economic equivalent of such rate shall be expressed as the weighted average of the Uncertificated REMIC I Pass-Through Rate on REMIC III Regular Interest LTI-1-GRP, weighted on the basis of the Uncertificated Principal Balance of such REMIC III Regular Interest (such rate shall be referred to as the “Group 1 REMIC VII Net WAC Rate”).

Group 1 Principal Allocation Percentage: With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (i) the Pool I Principal Remittance Amount for the Group 1 Mortgage Loans for such Distribution Date, and the denominator of which is (ii) the sum of the Pool I Principal Remittance Amount for such Distribution Date.

Group 1 Principal Distribution Amount: With respect to any Distribution Date, the sum of (i) the excess of (x) the Pool I Principal Remittance Amount relating to the Group 1 Mortgage Loans over (y) the Pool I Overcollateralization Release Amount multiplied by the Group 1 Principal Allocation Percentage for such Distribution Date and (ii) the Pool I Extra Principal Distribution Amount for such Distribution Date multiplied by the Group 1 Principal Allocation Percentage.

Group 1 Senior Certificates: The Class 1-A Certificates.

Group 1 Senior Principal Distribution Amount: With respect to any Distribution Date, an amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class 1-A Certificates immediately prior to such Distribution Date and (II) an amount equal to the excess of (x) the aggregate Certificate Principal Balance of the Class 1-A Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 56.80% and (ii) the aggregate Stated Principal Balance of the Group 1 Mortgage Loans as of the last day of the related Due Period (after giving effect to Scheduled Payments of principal due during the related Due Period, to the extent received or advanced, and Principal Prepayments received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group 1 Mortgage

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Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and Principal Prepayments received during the related Prepayment Period) minus $1,077,030.

Group 2 Interest Remittance Amount: With respect to any Distribution Date, that portion of the Pool I Available Funds for such Distribution Date attributable to interest received or advanced with respect to the Group 2 Mortgage Loans, reduced by the pro rata portion of the amounts specified in clause (y) of the definition of Pool I Available Funds for such Distribution Date.

Group 2 Mortgage Loans: The Mortgage Loans identified on the Pool I Mortgage Loan Schedule as Group 2 Mortgage Loans.

Group 2 Net WAC Rate: A per annum rate equal to (a) the weighted average of the Adjusted Net Mortgage Interest Rates then in effect at the beginning of the related Due Period on the Group 2 Mortgage Loans (adjusted for Principal Prepayments during such Due Period that were distributed on the Distribution Date falling within such Due Period), less (y) the Pool I Net Swap Payment or Pool I Swap Termination Payment, if any, and made to the Pool I Swap Provider (only if such Pool I Swap Termination Payment is not due to a Pool I Swap Provider Trigger Event) multiplied by Group 2 Allocation Percentage expressed as a percentage, equal to a fraction, the numerator of which is equal to the Pool I Net Swap Payment or Pool I Swap Termination Payment made to the Pool I Swap Provider by the Issuing Entity multiplied by 12, and the denominator of which is equal to the aggregate Stated Principal Balance of the Pool I Mortgage Loans, multiplied by (b) 30 divided by the actual number of days in such Interest Accrual Period. For federal income tax purposes, the economic equivalent of such rate shall be expressed as the weighted average of the Uncertificated REMIC I Pass-Through Rate on REMIC III Regular Interest LTI-2-GRP, weighted on the basis of the Uncertificated Principal Balance of such REMIC III Regular Interest (such rate shall be referred to as the “Group 2 REMIC VII Net WAC Rate”).

Group 2 Principal Allocation Percentage: With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (i) the Pool I Principal Remittance Amount for the Group 2 Mortgage Loans for such Distribution Date, and the denominator of which is (ii) the Pool I Principal Remittance Amount for such Distribution Date.

Group 2 Principal Distribution Amount: With respect to any Distribution Date, the sum of (i) the excess of (x) the Pool I Principal Remittance Amount relating to the Group 2 Mortgage Loans over (y) the Pool I Overcollateralization Release Amount multiplied by the Group 2 Principal Allocation Percentage for such Distribution Date and (ii) the Pool I Extra Principal Distribution Amount for such Distribution Date multiplied by the Group 2 Principal Allocation Percentage.

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

Group 2 Senior Principal Distribution Amount: With respect to any Distribution Date, an amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Group 2

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Senior Certificates immediately prior to such Distribution Date and (II) the excess of (x) the aggregate Certificate Principal Balance of the Class 2-A Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 56.80% and (ii) the aggregate Stated Principal Balance of the Group 2 Mortgage Loans as of the last day of the related Due Period (after giving effect to Scheduled Payments of principal due during the related Due Period, to the extent received or advanced, and Principal Prepayments received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group 2 Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled Principal Prepayments received during the related Prepayment Period) minus $3,941,115.

High Cost Mortgage Loan: A Mortgage Loan classified as (a) a “high cost” loan under the Home Ownership and Equity Protection Act of 1994, (b) a “high cost,” “threshold,” “covered” or “predatory” loan under any other applicable state, federal or local law (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees) or (c) a High Cost Loan or Covered Loan as defined in the Standard & Poor’s LEVELS^® Glossary attached as Exhibit P (the “Glossary”) where (x) a “High Cost Loan” is each loan identified in the column “Category under applicable anti-predatory lending law” of the table entitled “Standard & Poor’s High Cost Loan Categorization” in the Glossary as each such loan is defined in the applicable anti-predatory lending law of the State or jurisdiction specified in such table and (y) “Covered Loan” is each loan identified in the column “Category under applicable anti-predatory lending law” of the table entitled “Standard & Poor’s High Covered Loan Categorization” in the Glossary as each such loan is defined in the applicable anti-predatory lending law of the State of jurisdiction specified in such table.

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. Independent means, when used with respect to any other Person, a Person who (A) is in fact independent of another specified Person and any affiliate of such other Person, (B) does not have any material direct or indirect financial interest in such other Person or any affiliate of such other Person, (C) is not connected with such other Person or any affiliate of such other Person as an officer, employee, promoter, underwriter, Trust Administrator, partner, director or Person performing similar functions and (D) is not a member of the immediate family of a Person defined in clause (B) or (C) above.

Index: As to each Adjustable Rate Mortgage Loan, the index from time to time in effect for the adjustment of the Mortgage Interest Rate set forth as such on the related Mortgage Note.

Initial Mortgage Interest Rate Cap: With respect to each Adjustable Rate Mortgage Loan, the absolute maximum amount set forth in a provision of each Mortgage Note by which the Mortgage Interest Rate therein may increase or decrease on the first Adjustment Date above or below the Mortgage Interest Rate previously in effect.

Initial Overcollateralization Amount: With respect to all of the Certificates, $32,269,219. With respect to the Pool I Certificates, $20,072,976. With respect to the Pool II Certificates, $12,196,243.

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Insurance Policy: With respect to any Mortgage Loan included in the Trust Fund, any insurance policy, including all riders and endorsements thereto in effect, including any replacement policy or policies for any Insurance Policies.

Insurance Proceeds: The proceeds of any title policy, hazard policy or other insurance policy covering a Mortgage Loan, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the mortgagor in accordance with the procedures that the Servicer would follow in servicing mortgage loans held for its own account, subject to the terms and conditions of the related mortgage note and Mortgage.

Interest Accrual Period: With respect to each Class of LIBOR Certificates and any Distribution Date, the period commencing on the Distribution Date occurring in the month preceding the month in which the current Distribution Date occurs and ending on the day immediately preceding the current Distribution Date (or, in the case of the first Distribution Date, the period from and including the Closing Date to but excluding such first Distribution Date). For purposes of computing interest accruals on each Class of Offered Certificates, each Interest Accrual Period has the actual number of days in such month and each year is assumed to have 360 days. For purposes of computing interest accruals on each of the Regular Interests in REMIC I through REMIC VI, the Class C Interest, the Class C Certificates, the Class SL-C Interest, and the Class SL-C Certificates, each Interest Accrual Period will be the prior calendar month, and each such month is assumed to have 30 days and each year is assumed to have 360 days. With respect to the Class SL-B1 Certificates and any Distribution Date, the calendar month immediately preceding the calendar month in which such Distribution Date occurs. For purposes of computing interest accruals on the Class SL-B1 Certificates, each month is assumed to have 30 days and each year is assumed to have 360 days.

Interest Coverage Account: An account established and held by the Trust Administrator pursuant to Section 3.27.

Investment Account: As defined in Section 3.12(a).

Issuing Entity: Fremont Home Loan Trust 2006-B.

Late Collections: With respect to any Mortgage Loan and any Due Period, all amounts received after the Remittance Date immediately following such Due Period, whether as late payments of Scheduled Payments or as Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of principal and/or interest due (without regard to any acceleration of payments under the related Mortgage and Mortgage Note) but delinquent for such Due Period and not previously recovered.

LIBOR: With respect to any Interest Accrual Period other than the first Interest Accrual Period for the LIBOR Certificates, the rate determined by the Trust Administrator on the related LIBOR Determination Date on the basis of the offered rate for one-month U.S. dollar deposits as such rate appears on Telerate Page 3750 as of 11:00 a.m. (London time) on such date; provided, that if such rate does not appear on Telerate Page 3750, the rate for such date will be determined on the basis of the rates at which one-month U.S. dollar deposits are offered by the Reference Banks at approximately 11:00 a.m. (London time) on such date to prime banks in the London

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interbank market. In such event, the Trust Administrator will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations (rounded upwards if necessary to the nearest whole multiple of 1/16%). If fewer than two quotations are provided as requested, the rate for that date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Trust Administrator (after consultation with the Depositor), at approximately 11:00 a.m. (New York City time) on such date for one-month U.S. dollar loan to leading European banks. LIBOR for the first Interest Accrual Period shall be 5.42067%.

LIBOR Determination Date: With respect to any Interest Accrual Period for the LIBOR Certificates, the second London Business Day preceding the commencement of such Interest Accrual Period.

Lifetime Rate Cap: The provision of each Mortgage Note related to an Adjustable Rate Mortgage Loan which provides for an absolute maximum Mortgage Interest Rate thereunder. The Mortgage Interest Rate during the terms of each Adjustable Rate Mortgage Loan shall not at any time exceed the Mortgage Interest Rate at the time of origination of such Adjustable Rate Mortgage Loan by more than the amount per annum set forth on the Mortgage Loan Schedule.

Liquidated Mortgage Loan: With respect to any Distribution Date, a defaulted Mortgage Loan (including any REO Property) which was liquidated in the calendar month preceding the month of such Distribution Date and as to which the Servicer has certified (in accordance with this Agreement) that it has received all amounts it expects to receive in connection with the liquidation of such Mortgage Loan including the final disposition of any REO Property.

Liquidation Event: With respect to any Mortgage Loan, any of the following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made as to such Mortgage Loan; or (iii) such Mortgage Loan is removed from coverage under this Agreement by reason of its being purchased, sold or replaced pursuant to or as contemplated by this Agreement. With respect to any REO Property, either of the following events: (i) a Final Recovery Determination is made as to such REO Property; or (ii) such REO Property is removed from coverage under this Agreement by reason of its being purchased pursuant to this Agreement.

Liquidation Proceeds: The amounts, other than Insurance Proceeds, Condemnation Proceeds or those received following the acquisition of REO Property, received in connection with the liquidation of a defaulted Mortgage Loan, whether through the sale or assignment of such Mortgage Loan, trustee’s sale, foreclosure sale or otherwise.

Loan Group: The Group 1 Mortgage Loans and the Group 2 Mortgage Loans, as applicable.

Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio (expressed as a percentage) of the original outstanding principal amount of the Mortgage Loan (or, in the case of a second-lien Mortgage Loan, the combined original outstanding principal amount of such Mortgage Loan and any first-lien mortgage loan on the same Mortgaged Property) as of the Cut-off Date (unless otherwise indicated), to either (a) if the Mortgage Loan was made to finance

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the acquisition of the related Mortgaged Property, the least of (i) the purchase price of the Mortgaged Property, or (ii) the Appraisal Value of the Mortgaged Property at origination, or (b) if the Mortgage Loan was a refinancing or modification, the Appraisal Value of the Mortgaged Property at the time of the refinancing or modification.

London Business Day: Any day on which dealings in deposits of United States dollars are transacted in the London interbank market.

Master Servicer: As of the Closing Date, Xxxxx Fargo Bank, N.A. and thereafter, its respective successors in interest who meet the qualifications of this Agreement. As long as a Master Servicer is required under this Agreement, the Master Servicer and the Trust Administrator shall at all times be the same Person.

Master Servicer Event of Termination: One or more of the events described in Section 7.01(c).

Master Servicing Fee: With respect to each Mortgage Loan and any Distribution Date, an amount equal to the product of (i) one-twelfth of the Master Servicing Fee Rate, and (ii) the Stated Principal Balance of such Mortgage Loan as of the first day of the calendar month preceding the month in which such Distribution Date occurs.

Master Servicing Fee Rate: 0.0135% per annum; provided, however, that if Xxxxx Fargo Bank, N.A. ceases to be the Master Servicer and is replaced by a successor Master Servicer, then such rate shall be 0.0115% per annum; provided further, however, if Fremont Investment & Loan has been removed as Servicer or has resigned as Servicer, and in either such case if a Master Servicer is no longer required hereunder, then the Master Servicing Fee Rate shall be 0.00% per annum.

Master Servicing Officer: Any employee of the Master Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans, whose name and specimen signature appear on a list of Master Servicing Officers furnished by the Master Servicer to the Trustee, the Trust Administrator, the Servicer and the Depositor on the Closing Date, as such list may from time to time be amended.

Maximum LTI-ZZ Uncertificated Accrued Interest Deferral Amount: With respect to any Distribution Date, the excess of (i) accrued interest at the Uncertificated REMIC III Pass-Through Rate applicable to REMIC III Regular Interest LTI-ZZ for such Distribution Date on a balance equal to the Uncertificated Principal Balance of REMIC III Regular Interest LTI-ZZ minus the REMIC III Overcollateralization Amount, in each case for such Distribution Date, over (ii) the Uncertificated Accrued Interest on REMIC III Regular Interest LTI-1-A, REMIC III Regular Interest LTI-2-A-1, REMIC III Regular Interest LTI-2-A-2, REMIC III Regular Interest LTI-2-A-3, REMIC III Regular Interest LTI-2-A-4, REMIC III Regular Interest LTI-M-1, REMIC III Regular Interest LTI-M-2, REMIC III Regular Interest LTI-M-3, REMIC III Regular Interest LTI-M-4, REMIC III Regular Interest LTI-M-5, REMIC III Regular Interest LTI-M-6, REMIC III Regular Interest LTI-M-7, REMIC III Regular Interest LTI-M-8, REMIC III Regular Interest LTI-M-9, REMIC III Regular Interest LTI-M-10 and REMIC III Regular Interest LTI-M-11 and REMIC III Regular Interest LTI-ZZ for such Distribution Date, with the rate on each

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such REMIC III Regular Interest subject to a cap equal to the lesser of (x) LIBOR plus the related Pass-Through Margin and (y) the related Net WAC Pass-Through Rate (calculated for this purpose by substituting the Pool I REMIC VII Net WAC Rate) for the purpose of this calculation for such Distribution Date; provided, however, that solely for this purpose, calculations of the Uncertificated REMIC III Pass-Through Rate and the related caps with respect to each such REMIC III Regular Interest shall be multiplied by a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 30.

Maximum LTII-ZZ Uncertificated Accrued Interest Deferral Amount: With respect to any Distribution Date, the excess of (i) accrued interest at the Uncertificated REMIC VI Pass-Through Rate applicable to REMIC VI Regular Interest LTII-ZZ for such Distribution Date on a balance equal to the Uncertificated Principal Balance of REMIC VI Regular Interest LTII-ZZ minus the REMIC VI Overcollateralization Amount, in each case for such Distribution Date, over (ii) the Uncertificated Accrued Interest on REMIC VI Regular Interest LTII-AA, REMIC VI Regular Interest LTII-SL-A, REMIC VI Regular Interest LTII-SL-M1, REMIC VI Regular Interest LTII-SL-M2, REMIC VI Regular Interest LTII-SL-M3, REMIC VI Regular Interest LTII-SL-M4, REMIC VI Regular Interest LTII-SL-M5, REMIC VI Regular Interest LTII-SL-M6, REMIC VI Regular Interest LTII-SL-M7, REMIC VI Regular Interest LTII-SL-M8, REMIC VI Regular Interest LTII-SL-M9 and REMIC VI Regular Interest LTII-SL-B1 for such Distribution Date, with the rate on each such REMIC VI Regular Interest subject to a cap equal to the lesser of (x) the Formula Rate and (y) the related Net WAC Pass-Through Rate (calculated for this purpose by substituting the Pool II REMIC VII Net WAC Rate) for the purpose of this calculation for such Distribution Date; provided, however, that solely for this purpose, calculations of the Uncertificated REMIC VI Pass-Through Rate and the related caps with respect to each such REMIC VI Regular Interest (other than REMIC VI Regular Interest LTII-SL-B1) shall be multiplied by a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 30.

Maximum Mortgage Interest Rate: With respect to an Adjustable Rate Mortgage Loan, the specified maximum mortgage rate over the life of such mortgage loan; with respect to a Mortgage Loan with a fixed rate, the Mortgage Interest Rate.

MERS: As defined in Section 2.01.

MERS Designated Mortgage Loan: Mortgage Loans for which (a) the Originator has designated or will designate MERS as, and has taken or will take such action as is necessary to cause MERS to be, the mortgagee of record, as nominee for the Originator, in accordance with MERS Procedure Manual and (b) the Originator has designated or will designate the Trustee as the Investor on the MERS^® System.

MERS Procedure Manual: The MERS Procedures Manual, as it may be amended, supplemented or otherwise modified from time to time.

MERS^® System: MERS mortgage electronic registry system, as more particularly described in the MERS Procedures Manual.

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Minimum Mortgage Interest Rate: With respect to an Adjustable Rate Mortgage Loan, the specified minimum mortgage rate over the life of such mortgage loan; with respect to a Mortgage Loan with a fixed rate, the Mortgage Interest Rate.

Monthly Statement: The statement made available to the Certificateholders pursuant to Section 4.03.

Moody’s: Xxxxx’x Investors Service, Inc. If Xxxxx’x is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(b) the address for notices to Moody’s shall be Xxxxx’x Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Residential Mortgage Pass-Through Group, or such other address as Moody’s may hereafter furnish to the Depositor, the Servicer, the Master Servicer, the Trust Administrator and the Trustee.

Mortgage: The mortgage, deed of trust or other instrument identified on the Mortgage Loan Schedule as securing a Mortgage Note.

Mortgage File: The items pertaining to a particular Mortgage Loan contained in either the Servicing File or Custodial File.

Mortgage Interest Rate: The annual rate of interest borne on a Mortgage Note with respect to each Mortgage Loan.

Mortgage Loan: An individual Mortgage Loan which is the subject of this Agreement, each Mortgage Loan originally sold and subject to this Agreement being identified on either the Pool I Mortgage Loan Schedule or the Pool II Mortgage Loan Schedule, which Mortgage Loan includes, without limitation, the Mortgage File, the Custodial File, the Servicing File, the Scheduled Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition proceeds, Prepayment Premiums and all other rights, benefits, proceeds and obligations arising from or in connection with such Mortgage Loan, excluding replaced or repurchased Mortgage Loans.

Mortgage Loan Documents: The mortgage loan documents pertaining to each Mortgage Loan.

Mortgage Loan Schedule. Either or both of the Pool I Mortgage Loan Schedule and the Pool II Mortgage Loan Schedule, as the context requires.

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

Mortgaged Property: The real property (or leasehold estate, if applicable) identified on the Mortgage Loan Schedule as securing repayment of the debt evidenced by a Mortgage Note.

Mortgagor: The obligor(s) on a Mortgage Note.

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Net Monthly Excess Cash Flow: For any Distribution Date the amount remaining for distribution pursuant to subsection 4.02(a)(iii) and subsection 4.02(e)(iii) (before giving effect to distributions pursuant to such subsections).

Net Prepayment Interest Shortfall: For any Distribution Date, the amount by which the sum of the Prepayment Interest Shortfalls exceeds the sum of the Compensating Interest payments made on such Distribution Date.

Net Swap Payment: A Pool I Net Swap Payment or a Pool II Net Swap Payment, as applicable.

Net WAC Rate: For any Distribution Date, the Group 1 Net WAC Rate, the Group 2 Net WAC Rate, the Pool I Subordinate Net WAC Rate and the Pool II Net WAC Rate, as applicable.

Net WAC Rate Carryover Amounts: Pool I Net WAC Rate Carryover Amounts or Pool II Net WAC Rates Carryover Amounts, as applicable.

Net WAC Rate Carryover Reserve Accounts: The Pool I Net WAC Rate Carryover Reserve Account or the Pool II Net WAC Rate Carryover Reserve Account, as applicable.

NIM Trust: Fremont NIM Trust 2006-B, a Delaware statutory trust, or other special purpose entity created to securitize the cashflows relating to the Class C and/or Class P Certificates.

Nonrecoverable P&I Advance: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Property that, in the good faith business judgment of the Servicer, will not or, in the case of a proposed P&I Advance, would not be ultimately recoverable from related late payments, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.

Nonrecoverable Servicing Advance: Any Servicing Advances previously made or proposed to be made in respect of a Mortgage Loan or REO Property, which, in the good faith business judgment of the Servicer, will not or, in the case of a proposed Servicing Advance, would not, be ultimately recoverable from related Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise.

Notice of Final Distribution: The notice to be provided pursuant to Section 9.02 to the effect that final distribution on any of the Certificates shall be made only upon presentation and surrender thereof.

Notional Amount: With respect to the Class C Interest and the Class C Certificates, a notional amount equal to the aggregate principal balance of the [REMIC III Regular Interests (other than REMIC III Regular Interest LTIP)]. With respect to the Class SL-C Interest and the Class SL-C Certificates, a notional amount equal to the aggregate Uncertificated Principal Balance of the REMIC VI Regular Interests.

Offered Certificates: As defined in the Preliminary Statement.

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Officer’s Certificate: A certificate signed by an officer of the Servicer with responsibility for the servicing of the Mortgage Loans required to be serviced by the Servicer and listed on a list delivered to the Trustee or Trust Administrator, as applicable, pursuant to this Agreement.

Opinion of Counsel: A written opinion of counsel, who may be in-house counsel for the Servicer or a Subservicer, the Master Servicer, the Pool I Swap Provider, the Pool II Swap Provider, the Originator or the Depositor, reasonably acceptable to the Trustee and the Trust Administrator; provided, that any Opinion of Counsel relating to (a) qualification of any Trust REMIC as a REMIC or (b) compliance with the REMIC Provisions, must be an opinion of counsel who (i) is in fact independent of the Servicer of the Mortgage Loans, (ii) does not have any material direct or indirect financial interest in the Servicer of the Mortgage Loans or in an affiliate of either and (iii) is not connected with the Servicer of the Mortgage Loans as an officer, employee, director or person performing similar functions.

Optional Termination Date: Any Distribution Date when the aggregate Stated Principal Balance of the Mortgage Loans, as of the last day of the related Due Period, is equal to 10% or less of the Cut-off Date Pool Principal Balance that has been designated as an Optional Termination Date by the Servicer or holder of the Class R or Class RX Certificate.

Originator: Fremont.

OTS: Office of Thrift Supervision, and any successor thereto.

Outstanding: With respect to the Certificates as of any date of determination, all Certificates theretofore executed and authenticated under this Agreement except:

(i) Certificates theretofore canceled by the Trustee or the Trust Administrator or delivered to the Trustee or the Trust Administrator for cancellation; and

(ii) Certificates in exchange for which or in lieu of which other Certificates have been executed and delivered by the Trustee or the Trust Administrator pursuant to this Agreement.

Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan with a Stated Principal Balance greater than zero which was not the subject of a Principal Prepayment in Full prior to such Due Date and which did not become a Liquidated Mortgage Loan prior to such Due Date.

Overcollateralization Target Amount: The Pool I Overcollateralization Target Amount or the Pool II Overcollateralization Target Amount, as applicable.

Ownership Interest: As to any Residual Certificate, any ownership interest in such Certificate including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial.

P&I Advance: As to any Mortgage Loan or REO Property, any advance made by the Servicer in respect of any Remittance Date representing the aggregate of all payments of principal and interest, net of the Servicing Fee, that were due during the related Due Period on the Mortgage Loans and that were delinquent on the related Remittance Date, plus certain

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amounts representing assumed payments not covered by any current net income on the Mortgaged Properties acquired by foreclosure or deed in lieu of foreclosure as determined pursuant to Section 4.01.

Pass-Through Margin: With respect to each Class of LIBOR Certificates, the following percentages:


	On or Prior to
	Optional			After the Optional
	Termination Date			Termination Date
Class 1-A Certificates		0.15	%		0.30	%
Class 2-A-1 Certificates		0.04	%		0.08	%
Class 2-A-2 Certificates		0.10	%		0.20	%
Class 2-A-3 Certificates		0.16	%		0.32	%
Class 2-A-4 Certificates		0.24	%		0.48	%
Class M1 Certificates		0.28	%		0.42	%
Class M2 Certificates		0.30	%		0.45	%
Class M3 Certificates		0.32	%		0.48	%
Class M4 Certificates		0.36	%		0.54	%
Class M5 Certificates		0.39	%		0.585	%
Class M6 Certificates		0.45	%		0.675	%
Class M7 Certificates		0.90	%		1.35	%
Class M8 Certificates		1.07	%		1.605	%
Class M9 Certificates		1.90	%		2.85	%
Class M10 Certificates		2.50	%		3.75	%
Class M11 Certificates		2.50	%		3.75	%
Class SL-A Certificates		0.19	%		0.38	%
Class SL-M1 Certificates		0.35	%		0.525	%
Class SL-M2 Certificates		0.36	%		0.54	%
Class SL-M3 Certificates		0.39	%		0.585	%
Class SL-M4 Certificates		0.54	%		0.81	%
Class SL-M5 Certificates		0.63	%		0.945	%
Class SL-M6 Certificates		0.68	%		1.02	%
Class SL-M7 Certificates		1.50	%		2.25	%
Class SL-M8 Certificates		1.70	%		2.55	%
Class SL-M9 Certificates		2.50	%		3.75	%

Pass-Through Rate: For any Distribution Date and (x) the Class SL-B1 Certificates, the Formula Rate for such Class, and (y) with respect to each Class of Offered Certificates other than the Class SL-B1 Certificates, a rate equal to the lesser of (i) the related Formula Rate for such Class and (ii) the related Net WAC Rate (if applicable).

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With respect to the Class C Interest and any Distribution Date, a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is (x) the sum of (i) 100% of the interest on REMIC III Regular Interest LTIP and (ii) interest on the Uncertificated Principal Balance of each REMIC III Regular Interest listed in clause (y) at a rate equal to the related Uncertificated REMIC III Pass-Through Rate minus the Pool I Marker Rate and the denominator of which is (y) the aggregate Uncertificated Principal Balance of REMIC III Regular Interest LTI-AA, REMIC III Regular Interest LTI-1-A, REMIC III Regular Interest LTI-2-A-1, REMIC III Regular Interest LTI-2-A-2, REMIC III Regular Interest LTI-2-A-3, REMIC III Regular Interest LTI-2-A-4, REMIC III Regular Interest LTI-M-1, REMIC III Regular Interest LTI-M-2, REMIC III Regular Interest LTI-M-3, REMIC III Regular Interest LTI-M-4, REMIC III Regular Interest LTI-M-5, REMIC III Regular Interest LTI-M-6, REMIC III Regular Interest LTI-M-7, REMIC III Regular Interest LTI-M-8, REMIC III Regular Interest LTI-M-9, REMIC III Regular Interest LTI-M-10, REMIC III Regular Interest LTI-M-11 and REMIC III Regular Interest LTI-ZZ.

With respect to the Class SL-C Interest and any Distribution Date, a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is (x) interest on the Uncertificated Principal Balance of each REMIC VI Regular Interest listed in clause (y) at a rate equal to the related Uncertificated REMIC VI Pass-Through Rate minus the Pool II Marker Rate and the denominator of which is (y) the aggregate Uncertificated Principal Balance of REMIC VI Regular Interest LTII-AA, REMIC VI Regular Interest LTII-SL-A, REMIC VI Regular Interest LTII-SL-M1, REMIC VI Regular Interest LTII-SL-M2, REMIC VI Regular Interest LTII-SL-M3, REMIC VI Regular Interest LTII-SL-M4, REMIC VI Regular Interest LTII-SL-M5, REMIC VI Regular Interest LTII-SL-M6, REMIC VI Regular Interest LTII-SL-M7, REMIC VI Regular Interest LTII-SL-M8, REMIC VI Regular Interest LTII-SL-M9, REMIC VI Regular Interest LTII-SL-B1, and REMIC VI Regular Interest LTII-ZZ.

For federal income tax purposes, the Pass-Through Rate for the Class C Certificates shall be an amount equal to 100% of the amounts distributable to the Class C Interest issued by REMIC VII for such Distribution Date.

For federal income tax purposes, the Pass-Through Rate for the Class SL-C Certificates shall be an amount equal to 100% of the amounts distributable to the Class SL-C Interest issued by REMIC VII for such Distribution Date.

For federal income tax purposes, the Pass-Through Certificate Rate for the Class SWAP-I-IO Interest shall be an amount equal to 100% of the amounts distributable to REMIC III Regular Interest LTI-IO for such Distribution Date.

For federal income tax purposes, the Pass-Through Certificate Rate for the Class SWAP-II-IO Interest shall be an amount equal to 100% of the amounts distributable to REMIC VI Regular Interest LTII-IO for such Distribution Date.

PCAOB: The Public Company Accounting Oversight Board.

Percentage Interest: As to any Certificate, the percentage interest evidenced thereby in distributions required to be made on the related Class, such percentage interest being set forth on

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the face thereof or equal to the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of the same Class.

Periodic Mortgage Interest Rate Cap: With respect to each Adjustable Rate Mortgage Loan, the absolute maximum amount set forth in a provision of each Mortgage Note by which the Mortgage Interest Rate therein may increase or decrease on an Adjustment Date (other than the first Adjustment Date) above or below the Mortgage Interest Rate previously in effect. The Periodic Mortgage Interest Rate Cap for each Adjustable Rate Mortgage Loan is the rate set forth on the Mortgage Loan Schedule.

Permitted Investment: Any one or more of the following obligations or securities acquired at a purchase price of not greater than par, regardless of whether issued by the Depositor, the Servicer, the Master Servicer, the Trust Administrator, the Trustee or any of their respective Affiliates:

(i) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality thereof, provided such obligations are backed by the full faith and credit of the United States;

(ii) demand and time deposits in, certificates of deposit of, or bankers’ acceptances (which shall each have an original maturity of not more than 90 days and, in the case of bankers’ acceptances, shall in no event have an original maturity of more than 365 days or a remaining maturity of more than 30 days) denominated in United States dollars and issued by any Depository Institution and rated P-1 by Moody’s and A-1+ by Standard & Poor’s;

(iii) repurchase obligations with respect to any security described in clause (i) above entered into with a Depository Institution (acting as principal);

(iv) securities bearing interest or sold at a discount that are issued by any corporation incorporated under the laws of the United States of America or any state thereof and that are rated by each Rating Agency that rates such securities in its highest long-term unsecured rating categories at the time of such investment or contractual commitment providing for such investment;

(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 30 days after the date of acquisition thereof) that is rated by each Rating Agency that rates such securities in its highest short-term unsecured debt rating available at the time of such investment;

(vi) units of money market funds, including money market funds advised or managed by the Master Servicer, the Trustee or the Trust Administrator or an Affiliate thereof, that have the highest applicable rating from the Rating Agencies, if so rated; and

(vii) if previously confirmed in writing to the Trust Administrator, any other demand, money market or time deposit, or any other obligation, security or investment, as may be acceptable to the Rating Agencies as a permitted investment of funds backing

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securities having ratings equivalent to its highest initial rating of the Pool I Senior Certificates and Pool II Senior Certificates;

provided, however, that no instrument described hereunder shall evidence either the right to receive (a) only interest with respect to the obligations underlying such instrument or (b) both principal and interest payments derived from obligations underlying such instrument and the interest and principal payments with respect to such instrument provide a yield to maturity at par greater than 120% of the yield to maturity at par of the underlying obligations.

Permitted Transferee: Any Person other than (i) the United States, any State or political subdivision thereof, or any agency or instrumentality of any of the foregoing, (ii) a foreign government, international organization or any agency or instrumentality of either of the foregoing, (iii) an organization (except certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to any Residual Certificate, (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) a Person that is not a U.S. Person or a U.S. Person with respect to whom income from a Residual Certificate is attributable to a foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of such Person or any other U.S. Person, (vi) an “electing large partnership” within the meaning of Section 775 of the Code and (vii) any other Person so designated by the Depositor based upon an Opinion of Counsel that the Transfer of an Ownership Interest in a Residual Certificate to such Person may cause any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States,” “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions. A corporation will not be treated as an instrumentality of the United States or of any State or political subdivision thereof for these purposes if all of its activities are subject to tax and, with the exception of Xxxxxxx Mac, a majority of its board of directors is not selected by such government unit.

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 Certificates: As specified in the Preliminary Statement.

Pool I Applied Realized Loss Amount: With respect to any Distribution Date, the amount, if any, by which the aggregate Class Certificate Principal Balance of the Pool I Senior Certificates, the Pool I Subordinate Certificates and the Class P Certificates after distributions of principal on such Distribution Date exceeds the aggregate Stated Principal Balance of the Pool I Mortgage Loans for such Distribution Date.

Pool I Available Funds: With respect to any Distribution Date and the Pool I Mortgage Loans to the extent received by the Trust Administrator (x) the sum of (i) all scheduled installments of interest (net of the related Expense Fees) and principal due on the Due Date on such Pool I Mortgage Loans in the related Due Period and received on or prior to the related Determination Date, together with any P&I Advances in respect thereof; (ii) all Condemnation

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Proceeds, Insurance Proceeds and Liquidation Proceeds on the Pool I Mortgage Loans during the related Prepayment Period (in each case, net of unreimbursed expenses incurred in connection with a liquidation or foreclosure and unreimbursed Advances, if any); (iii) all partial or full Principal Prepayments on the Pool I Mortgage Loans received during the related Prepayment Period together with all Compensating Interest thereon and any amounts paid by the Servicer or Master Servicer in respect of Prepayment Interest Shortfalls for such Distribution Date pursuant to Sections 3.25 and 3A.12, respectively (excluding in each case Prepayment Premiums, Servicer Prepayment Payment Amounts related to the Pool I Mortgage Loans and any Prepayment Interest Excess); (iv) any Subsequent Recoveries, (v) amounts received with respect to such Distribution Date as the Substitution Adjustment Amount or purchase price in respect of a Deleted Mortgage Loan that is a Pool I Mortgage Loan or a Pool I Mortgage Loan repurchased by the Originator or the Depositor as of such Distribution Date, and (vi) any amounts withdrawn from the Interest Coverage Account with respect to the Pool I Mortgage Loans; reduced by (y) amounts in reimbursement for P&I Advances and Servicing Advances previously made with respect to the Pool I Mortgage Loans and other amounts to which the Servicer, the Master Servicer, the Depositor, the Trust Administrator (including in its capacity as the Swap Administrator), the Trustee (or co-trustee) or the Pool I Swap Provider (including any Pool I Net Swap Payment owed to the Pool I Swap Provider or Swap Termination Payment owed to the Pool I Swap Provider other than Swap Termination Payments resulting from a Pool I Swap Provider Trigger Event) are entitled to be paid or reimbursed pursuant to this Agreement, the Pool I Swap Agreement or the Swap Administration Agreement.

Pool I Certificates: As defined in the Preliminary Statement hereto.

Pool I Credit Enhancement Percentage: With respect to any Distribution Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Class Certificate Principal Balance of the Pool I Subordinate Certificates and (ii) the Pool I Overcollateralized Amount (in each case after taking into account the distributions of the Principal Distribution Amount for such Distribution Date) by (y) the aggregate Stated Principal Balance of the Pool I Mortgage Loans for such Distribution Date, calculated prior to taking into account distributions of principal on the Pool I Mortgage Loans and distribution of the Group 1 Principal Distribution Amount and the Group 2 Principal Distribution Amount to the Holders of the Pool I Certificates then entitled to distributions of principal on such Distribution Date.

Pool I Excess Overcollateralized Amount: With respect to any Distribution Date, the excess, if any, of (a) the Pool I Overcollateralized Amount on such Distribution Date over (b) the Pool I Overcollateralization Target Amount for such Distribution Date.

Pool I Excess Cashflow: With respect to any Distribution Date, the sum of (1) the excess, if any, of (x) the interest collected on the Pool I Mortgage Loans by the Servicer on or prior to the related Determination Date (exclusive of any Pool I Prepayment Interest Excess) or advanced by the Servicer for the related Servicer Remittance Date, net of the Expense Fees with respect to the Pool I Mortgage Loans, over (y) the sum of the amounts paid to the Classes of Certificates pursuant to Sections 4.02(a)(i)(I), (II) and (III) and (2) any Pool I Overcollateralization Release Amount for such Distribution Date.

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Pool I Extra Principal Distribution Amount: As of any Distribution Date, the lesser of (x) the Pool I Excess Cashflow for such Distribution Date and (y) the related Pool I Overcollateralization Deficiency for such Distribution Date.

Pool I Fixed Payer Rate: 5.69%.

Pool I Marker Rate: With respect to the Class C Interest and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC III Pass-Through Rate for REMIC III Regular Interest LTI-1-A, REMIC III Regular Interest LTI-2-A-1, REMIC III Regular Interest LTI-2-A-2, REMIC III Regular Interest LTI-2-A-3, REMIC III Regular Interest LTI-2-A-4, REMIC III Regular Interest LTI-M-1, REMIC III Regular Interest LTI-M-2, REMIC III Regular Interest LTI-M-3, REMIC III Regular Interest LTI-M-4, REMIC III Regular Interest LTI-M-5, REMIC III Regular Interest LTI-M-6, REMIC III Regular Interest LTI-M-7, REMIC III Regular Interest LTI-M-8, REMIC III Regular Interest LTI-M-9, REMIC III Regular Interest LTI-M-10, REMIC III Regular Interest LTI-M-11 and REMIC III Regular Interest LTI-ZZ, with the rate on each such REMIC III Regular Interest (other than REMIC III Regular Interest LTI-ZZ) subject to the lesser of (i) LIBOR plus the related Pass-Through Margin and (ii) the related Net WAC Pass-Through Rate (calculated for this purpose by substituting the Pool I REMIC VII Net WAC Rate) for the purpose of this calculation for such Distribution Date and with the rate on REMIC III Regular Interest LTI-ZZ subject to a cap of zero for the purpose of this calculation; provided, however, that solely for this purpose, calculations of the Uncertificated REMIC III Pass-Through Rate and the related caps with respect to each such REMIC III Regular Interest shall be multiplied by a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 30.

Pool I Maximum Cap: For any Distribution Date means the Pool I Senior Maximum Cap relating to the Group 1 Mortgage Loans or the Group 2 Mortgage Loans, as applicable.

Pool I Mortgage Loan: A Mortgage Loan identified on the Pool I Mortgage Loan Schedule.

Pool I Mortgage Loan Schedule: As of any date, the list of Pool I Mortgage Loans included in the Trust Fund on such date, attached hereto as Schedule I. The Pool I Mortgage Loan Schedule shall set forth by Loan Group the following information with respect to each Mortgage Loan in such Loan Group:

(i) the Mortgagor’s name and the Originator’s Mortgage Loan identifying number;

(ii) the street address of the Mortgaged Property including the state and zip code;

(iii) a code indicating whether the Mortgaged Property is owner-occupied;

(iv) the number and type of residential dwelling constituting the Mortgaged Property (i.e., a single family residence, a 2-4 family residence, a unit in a condominium project or a unit in a planned unit development, manufactured housing);

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(v) the original months to maturity;

(vi) the Loan-to-Value Ratio, at origination;

(vii) the Mortgage Interest Rate in effect immediately following the Cut-off Date;

(viii) the date on which the first monthly payment was due on the Mortgage Loan;

(ix) the stated maturity date of such Mortgage Loan;

(x) the amount of the monthly payment (a) at origination and (b) due on the first Due Date after the Cut-off Date;

(xi) the last Due Date on which a monthly payment was actually applied to the unpaid Stated Principal Balance;

(xii) the original principal amount of the Mortgage Loan as of the date of origination;

(xiii) the Stated Principal Balance of the Mortgage Loan as of the close of business on the Cut-off Date;

(xiv) with respect to each Adjustable Rate Mortgage Loan, the Applicable Index and Gross Margin;

(xv) a code indicating the purpose of the Mortgage Loan (i.e., purchase financing, rate/term refinancing, cash-out refinancing);

(xvi) with respect to each Adjustable Rate Mortgage Loan, the Maximum Mortgage Interest Rate;

(xvii) with respect to each Adjustable Rate Mortgage Loan, the Minimum Mortgage Interest Rate;

(xviii) the Mortgage Interest Rate at origination;

(xix) with respect to each Adjustable Rate Mortgage Loan, the Periodic Mortgage Interest Rate Cap and the Initial Mortgage Interest Rate Cap;

(xx) a code indicating the documentation program;

(xxi) with respect to each Adjustable Rate Mortgage Loan, the first Adjustment Date immediately following the Cut-off Date and the Adjustment Date frequency;

(xxii) the value of the Mortgaged Property used to calculate the LTV for the related Mortgage Loan;

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(xxiii) the sale price of the Mortgaged Property, if applicable;

(xxiv) the Originator’s risk grade;

(xxv) the actual interest “paid to date” of the Mortgage Loan as of the Cut-off Date;

(xxvi) the number of years any Prepayment Premium is in effect;

(xxvii) the loan type (i.e. fixed, adjustable; 2/28, 3/27, etc.);

(xxviii) the actual unpaid principal balance of the Mortgage Loan as of the Cut-off Date;

(xxix) a code indicating whether such Mortgage Loan is a Group 1 Mortgage Loan or a Group 2 Mortgage Loan;

(xxx) a code indicating whether the Mortgage Loan is a MERS Designated Mortgage Loan and, if so, its corresponding mortgage identification number; and

(xxxi) a code indicating whether the Mortgage Loan is subject to a Prepayment Premium, if any.

The Pool I Mortgage Loan Schedule shall set forth the following information with respect to the Mortgage Loans in the aggregate as of the Cut-off Date: (1) the number of Pool I Mortgage Loans; (2) the current principal balance of the Pool I Mortgage Loans; (3) the weighted average Mortgage Interest Rate of the Pool I Mortgage Loans; and (4) the weighted average maturity of the Pool I Mortgage Loans. The Pool I Mortgage Loan Schedule shall set forth the aggregate Stated Principal Balance of the Pool I Mortgage Loans. The Pool I Mortgage Loan Schedule shall be amended from time to time by the Depositor in accordance with the provisions of this Agreement. With respect to any Substitute Mortgage Loan, the Cut-off Date shall refer to the related Cut-off Date for such Mortgage Loan, determined in accordance with the definition of Cut-off Date herein.

Pool I Net Swap Payment: A net payment, if any, to be made on each Distribution Date under the Pool I Swap Agreement, representing payments (a) by or on behalf of the Trust, to the Pool I Swap Provider, to the extent that the fixed amount exceeds the corresponding floating amount, plus any such amounts that remain unpaid from prior Distribution Dates, or (b) by the Pool I Swap Provider to the Trust, to the extent that the floating amount exceeds the corresponding fixed amount; all as more particularly set forth in the Pool I Swap Agreement.

Pool I Net WAC Rate Carryover Amount: With respect to each Class of Pool I Senior Certificates and Pool I Subordinate Certificates, as of any Distribution Date, if on such Distribution Date there are unpaid Pool I Net WAC Rate Carryover Amounts from prior Distribution Dates or the Pass-Through Rate for any Class of Pool I Senior Certificates or Pool I Subordinate Certificates is based upon the Pool I Net WAC Rate, the sum of (A) the excess of the Formula Rate for that Class of Pool I Senior Certificates or Pool I Subordinate Certificates over (i) with respect to the Group 1 Senior Certificates, the Group 1 Net WAC Rate, (ii) with

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respect to the Group 2 Senior Certificates, the Group 2 Net WAC Rate, and (iii) with respect to the Pool I Subordinate Certificates, the Pool I Subordinate Net WAC Rate, and (B) the Pool I Net WAC Rate Carryover Amount for such Class of Certificates for all previous Distribution Dates not previously paid, together with interest thereon at the applicable Pass-Through Rate for such Class (without giving effect to any such limitations) of Certificates for such Distribution Date.

Pool I Net WAC Rate Carryover Payment: For any Distribution Date, an amount equal to the aggregate of the Pool I Net WAC Rate Carryover Amounts for such Distribution Date.

Pool I Net WAC Rate Carryover Reserve Account: The separate Eligible Account created and maintained by the Trust Administrator pursuant to Section 3.27(a) in the name of the Trust Administrator for the benefit of the Holders of Regular Certificates that are Pool I Certificates and designated “Xxxxx Fargo Bank, N.A. in trust for registered Holders of Fremont Home Loan Trust 2006-B, Mortgage-Backed Certificates, Series 2006-B.” Funds in the Pool I Net WAC Rate Carryover Reserve Account shall be held in trust for the Holders of Regular Certificates that are Pool I Certificates for the uses and purposes set forth in this Agreement. Amounts on deposit in the Pool I Net WAC Rate Carryover Reserve Account shall not be invested. The Pool I Net WAC Rate Carryover Reserve Account shall not be an asset of any Trust REMIC.

Pool I Overcollateralized Amount: As of any Distribution Date, the excess, if any, of (a) the aggregate Stated Principal Balance of the Pool I Mortgage Loans and REO Properties with respect to the Pool I Mortgage Loans for such Distribution Date over (b) the aggregate Class Certificate Principal Balance of the Pool I Senior Certificates, the Pool I Subordinate Certificates and the Class P Certificate as of such Distribution Date (after giving effect to the payment of the Pool I Principal Remittance Amount on such Certificates on such Distribution Date).

Pool I Overcollateralization Deficiency: With respect to any Distribution Date, the excess, if any, of (a) the Pool I Overcollateralization Target Amount applicable to such Distribution Date over (b) the Pool I Overcollateralized Amount applicable to such Distribution Date.

Pool I Overcollateralization Release Amount: With respect to any Distribution Date, an amount equal to the lesser of (a) the Pool I Excess Overcollateralized Amount and (b) the Pool I Excess Cashflow.

Pool I Overcollateralization Target Amount: With respect to any Distribution Date (i) prior to the Pool I Stepdown Date or on the Pool I Stepdown Date if the Pool I Stepdown Date is caused by scenario (i) in the definition of Pool I Stepdown Date, then the Pool I Overcollateralization Target Amount prior to distributing the Pool I Senior Principal Distribution Amount to pay the Pool I Senior Certificates to zero is 2.00% of the aggregate Stated Principal Balance of the Pool I Mortgage Loans as of the Cut-off Date; and (ii) on the Pool I Stepdown Date if the Pool I Stepdown Date is caused by scenario (i) in the definition of Pool I Stepdown Date, so long as a Pool I Trigger Event is not in effect, then the Pool I Overcollateralization Target Amount will be recalculated after distribution of the Pool I Senior Principal Distribution

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Amount to pay the Pool I Senior Certificates to zero pursuant to Section 4.02(a)(ii)(II)(A) and (B) or after the Pool I Stepdown Date, so long as a Pool I Trigger Event is not in effect, the greater of (a) 4.00% of the then current aggregate Stated Principal Balance of the Pool I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal received during the related Due Period and unscheduled collections of principal received during the related Prepayment Period) and (b) 0.50% of the aggregate Stated Principal Balance of the Pool I Mortgage Loans as of the Cut-off Date; or (iii) on or after the Pool I Stepdown Date and if a Pool I Trigger Event is in effect, the Pool I Overcollateralization Target Amount for the immediately preceding Distribution Date. Notwithstanding the foregoing, on and after any Distribution Date following the reduction of the aggregate Certificate Principal Balance of the Pool I Offered Certificates to zero, the Pool I Overcollateralization Target Amount will be zero.

Pool I Principal Remittance Amount: With respect to any Distribution Date, the amount equal to the sum of the following amounts (without duplication) with respect to the related Due Period: (i) each scheduled payment of principal on a Pool I Mortgage Loan due during such Due Period and received by the Servicer on or prior to the Determination Date or advanced by the Servicer prior to the related Remittance Date (including the portion of Insurance Proceeds or Condemnation Proceeds allocable to principal), and all Principal Prepayments on the Pool I Mortgage Loans received during the related Prepayment Period, (ii) the Liquidation Proceeds on the Pool I Mortgage Loans allocable to principal actually collected by the Servicer during the related Prepayment Period, (iii) the portion of the purchase price allocable to principal with respect to each Deleted Mortgage Loan with respect to the Pool I Mortgage Loans, the repurchase obligation for which arose during the related Prepayment Period, that was repurchased during the period from the prior Distribution Date through the Remittance Date for the current Distribution Date, (iv) the principal portion of all Substitution Adjustment Amounts with respect to the substitutions of with respect to the Pool I Mortgage Loans that occur during the calendar month in which such Distribution Date occurs and (v) the allocable portion of the proceeds received with respect to the termination of the Trust Fund with respect to the Pool I Mortgage Loans (to the extent such proceeds relate to principal), less any amounts specified in clause (y) of the definition of Pool I Available Funds for such Distribution Date to the extent not already reimbursed or paid from the Group 1 Interest Remittance Amount or the Group 2 Interest Remittance Amount.

Pool I REMIC VII Net WAC Rate: The weighted average of the Group 1 REMIC VII Net WAC Rate and the Group 2 REMIC VII Net WAC Rate based on the Stated Principal Balance of the Mortgage Loans in the two Loan Groups.

Pool I Senior Maximum Cap: With respect to any Distribution Date after the first Distribution Date, means the per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to (i) the sum of (x) the weighted average of the Adjusted Net Maximum Mortgage Rates of the Pool I Mortgage Loans in the related Loan Group and (y) the Pool I Net Swap Payment made by the Pool I Swap Provider, if any, multiplied by the Group 1 Allocation Percentage or Group 2 Allocation Percentage, as applicable, divided by (ii) the aggregate Stated Principal Balance of the Pool I Mortgage Loans in the related Loan Group.

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Pool I Senior Principal Distribution Amount: For any Distribution Date, the sum of (i) the Group 1 Senior Principal Distribution Amount for such Distribution Date and (ii) the Group 2 Senior Principal Distribution Amount for such Distribution Date.

Pool I Senior Enhancement Percentage: For any Distribution Date, the fraction, expressed as a percentage, the numerator of which is the sum of (i) the aggregate Certificate Principal Balance of the Pool I Subordinate Certificates and the Pool I Overcollateralized Amount (which, for purposes of this definition, will not be less than zero), and the denominator of which is the aggregate Stated Principal Balance of the Pool I Mortgage Loans, after giving effect to distributions on that Distribution Date.

Pool I Stated Principal Balance: As to any Distribution Date, the aggregate Stated Principal Balance of the Pool I Mortgage Loans for such Distribution Date that were Outstanding Mortgage Loans on the Due Date in the related Due Period.

Pool I Stepdown Date: The earlier to occur of (i) the Distribution Date on which the aggregate Certificate Principal Balance of the Pool I Senior Certificates prior to any distributions of principal for such Distribution Date are made is less than or equal to the Pool I Principal Remittance Amount and (ii) the later to occur of (A) the Distribution Date occurring in September 2009 and (B) the first Distribution Date on which the Pool I Senior Enhancement Percentage (calculated for this purpose only after taking into account distributions of principal on the Pool I Mortgage Loans but prior to distribution of the Group 1 Principal Distribution Amount and the Group 2 Principal Distribution Amount to the Holders of the Pool I Certificates then entitled to distributions of principal on such Distribution Date) is greater than or equal to 43.20%.

Pool I Subordinate Net WAC Rate: For any Distribution Date, a per annum rate equal to the weighted average of the Group 1 Net WAC Rate and the Group 2 Net WAC Rate based on (a) the excess of (i) the aggregate Stated Principal Balance of the Group 1 Mortgage Loans over (ii) the Certificate Principal Balance of the Group 1 Senior Certificates and (b) the excess of (i) the aggregate Stated Principal Balance of the Group 2 Mortgage Loans over (ii) the Certificate Principal Balance of the Group 2 Senior Certificates. For federal income tax purposes, for any Distribution Date with respect to the REMIC III Regular Interests the ownership of which is represented by the Subordinate Certificates, the economic equivalent of such rate shall be expressed as the weighted average (adjusted for the actual number of days elapsed in the related Interest Accrual Period) of the Uncertificated REMIC II Pass-Through Rates on (a) REMIC III Regular Interest LT1SUB, subject to a cap and a floor equal to the weighted average of the uncertified REMIC III Pass-Through Rate of the REMIC III Regular Interest LTI-1-GRP and (b) REMIC III Regular Interest LT2SUB, subject to a cap and a floor equal to the weighted average of the uncertified REMIC III Pass-Through Rate of REMIC III Regular Interest LTI-2-GRP (such rate shall be referred to as the “Subordinate REMIC VII Net WAC Rate”).

Pool I Swap Account: A segregated trust account to be opened and maintained by the Swap Administrator into which the Swap Administrator will, on each Distribution Date, deposit certain amounts, if any, received from the Pool I Swap Provider from which distributions in respect of Pool I Unpaid Interest Shortfall Amounts, Pool I Net WAC Rate Carryover Amounts, amounts necessary to maintain the applicable Pool I Overcollateralization Target Amount and

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Pool I Applied Realized Loss Amounts on the Pool I Subordinate Certificates will be made. The Pool I Swap Account will be an asset of the Trust but not of any REMIC.

Pool I Swap Agreement: The interest rate swap agreement entered into by the Trust Administrator on behalf of the Issuing Entity and the Pool I Swap Provider, as evidenced by the ISDA Master Agreement dated as of August 3, 2006 between Swiss Re Financial Products Corporation and Xxxxx Fargo Bank, N.A., the ISDA Schedule to the Master Agreement dated as of August 3, 2006 between Swiss Re Financial Products Corporation and the Trust Administrator, the Swap Confirmation dated as of August 3, 2006 between Fremont Investment & Loan, Swiss Re Financial Products Corporation and the Trust Administrator, and the ISDA Novation Agreement dated as of August 3, 2006 between Fremont Investment & Loan, Swiss Re Financial Products Corporation and the Trust Administrator.

Pool I Swap Default: Such events of default under, and as set forth in, the Pool I Swap Agreement.

Pool I Swap Early Termination: A Swap Early Termination as defined in the Pool I Swap Agreement.

Pool I Swap LIBOR: A per annum rate equal to the floating rate payable by the Pool I Swap Provider under the Pool I Swap Agreement.

Pool I Swap Provider: Swiss Re Financial Products Corporation and its successors in interest.

Pool I Swap Provider Trigger Event: As described in the Pool I Swap Agreement, (i) an event of default under the Pool I Swap Agreement with respect to which the Pool I Swap provider is a Defaulting Party (as defined in the Pool I Swap Agreement), (ii) a Termination Event under the Pool I Swap Agreement with respect to which the Pool I Swap Provider is the sole Affected Party (as defined in the Pool I Swap Agreement) or (iii) an Additional Termination Event (as defined in the Pool I Swap Agreement) under the Pool I Swap Agreement with respect to which the Pool I Swap Provider is the sole Affected Party.

Pool I Swap Termination Payment: A termination payment that either the Issuing Entity or the Pool I Swap Provider may be liable to make, payable under the terms of the Swap Administration Agreement, upon the occurrence of any Pool I Swap Early Termination, as set forth in the Pool I Swap Agreement.

Pool I Trigger Event: With respect to any Distribution Date, a Pool I Trigger Event exists if (i) the Rolling Three Month Delinquency Rate as of the last day of the related Due Period, equals or exceeds 38.04% of the Pool I Senior Enhancement Percentage as of the last day of the prior Due Period or (ii) the quotient (expressed as a percentage) of (x) the aggregate amount of Realized Losses with respect to the Pool I Mortgage Loans incurred since the Cut-off Date through the last day of the related Prepayment Period divided by (y) the Cut-off Date Pool I Principal Balance, exceeds the applicable percentages set forth below with respect to such Distribution Date:

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Distribution Date Occurring In	Loss Percentage
September 2008 through August 2009	1.40% for the first month, plus an additional 1/12^th of 1.75% for each month thereafter
September 2009 through August 2010	3.15% for the first month, plus an additional 1/12^th of 1.75% for each month thereafter
September 2010 through August 2011	4.90% for the first month, plus an additional 1/12th of 1.45% for each month thereafter
September 2011 through August 2012	6.35% for the first month, plus an additional 1/12^th of 0.75% for each month thereafter
September 2012 and thereafter		7.10	%

Pool II Applied Realized Loss Amount: With respect to any Distribution Date, the amount, if any, by which the aggregate Class Certificate Principal Balance of the Pool II Senior Certificates and the Pool II Subordinate Certificates after distributions of principal on such Distribution Date exceeds the aggregate Stated Principal Balance of the Pool II Mortgage Loans for such Distribution Date.

Pool II Available Funds: With respect to any Distribution Date and the Pool II Mortgage Loans to the extent received by the Trust Administrator (x) the sum of (i) all scheduled installments of interest (net of the related Expense Fees) and principal due on the Due Date on such Pool II Mortgage Loans in the related Due Period and received on or prior to the related Determination Date, together with any P&I Advances in respect thereof; (ii) all Condemnation Proceeds, Insurance Proceeds and Liquidation Proceeds on the Pool II Mortgage Loans during the related Prepayment Period (in each case, net of unreimbursed expenses incurred in connection with a liquidation or foreclosure and unreimbursed Advances, if any); (iii) all partial or full Principal Prepayments on the Pool II Mortgage Loans received during the related Prepayment Period together with all Compensating Interest thereon and any amounts paid by the Servicer or Master Servicer in respect of Prepayment Interest Shortfalls for such Distribution Date pursuant to Sections 3.25 and 3A.12, respectively (excluding in each case Prepayment Premiums, Servicer Prepayment Payment Amounts related to the Pool II Mortgage Loans and any Prepayment Interest Excess); (iv) any Subsequent Recoveries, (v) amounts received with respect to such Distribution Date as the Substitution Adjustment Amount or purchase price in respect of a Deleted Mortgage Loan that is a Pool II Mortgage Loan or a Pool II Mortgage Loan repurchased by the Originator or the Depositor as of such Distribution Date, and (vi) any amounts withdrawn from the Interest Coverage Account with respect to the Pool II Mortgage Loans; reduced by (y) amounts in reimbursement for P&I Advances and Servicing Advances previously made with respect to the Pool II Mortgage Loans and other amounts to which the Servicer, the Master Servicer, the Depositor, the Trust Administrator (including in its capacity as Swap Administrator), the Trustee (or co-trustee) or the Swap Provider (including any Net Swap Payment owed to the Pool II Swap Provider or Swap Termination Payment owed to the Swap

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Provider other than termination payments resulting from a Swap Provider Trigger Event) are entitled to be paid or reimbursed pursuant to this Agreement.

Pool II Certificate: As defined in the Preliminary Statement hereto.

Pool II Class IO Distribution Amount: As defined in Section 3.27(d).

Pool II Compensating Interest: That portion of Compensating Interest attributable to the Pool II Mortgage Loans.

Pool II Excess Cashflow: For any Distribution Date means the sum of (x) any Pool II Overcollateralization Release Amount and (y) the excess of the Pool II Available Funds over the sum of (i) the Current Interest and Pool II Unpaid Interest Amounts with respect to the Class SL-A Certificates, (ii) the Current Interest distributable to the Pool II Subordinate Certificates and (iii) the Pool II Principal Remittance Amount.

Pool II Excess Overcollateralized Amount: With respect to any Distribution Date, the excess, if any, of (a) the Pool II Overcollateralized Amount on such Distribution Date over (b) the Pool II Overcollateralization Target Amount for such Distribution Date.

Pool II Extra Principal Distribution Amount: As of any Distribution Date, the lesser of (x) the Pool II Excess Cashflow for such Distribution Date and (y) the related Pool II Overcollateralization Deficiency for such Distribution Date.

Pool II Fixed Payer Rate: 5.78%.

Pool II Interest Remittance Amount: With respect to any Distribution Date, that portion of the Pool II Available Funds for such Distribution Date attributable to interest received or advanced on the Pool II Mortgage Loans and to Pool II Compensating Interest paid by the Servicer, reduced by the amounts specified in clause (y) of the definition of Pool II Available Funds for such Distribution Date.

Pool II Marker Rate: With respect to the Class SL-C Interest and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC VI Pass-Through Rate for REMIC VI Regular Interest LTII-AA, REMIC VI Regular Interest LTII-SL-A, REMIC VI Regular Interest LTII-SL-M1, REMIC VI Regular Interest LTII-SL-M2, REMIC VI Regular Interest LTII-SL-M3, REMIC VI Regular Interest LTII-SL-M4, REMIC VI Regular Interest LTII-SL-M5, REMIC VI Regular Interest LTII-SL-M6, REMIC VI Regular Interest LTII-SL-M7, REMIC VI Regular Interest LTII-SL-M8, REMIC VI Regular Interest LTII-SL-M9, REMIC VI Regular Interest LTII-SL-B1, and REMIC VI Regular Interest LTII-ZZ, with the rate on each such REMIC VI Regular Interest (other than REMIC VI Regular Interest LTII-ZZ) subject to the lesser of (i) the Formula Rate and (ii) the related Net WAC Pass-Through Rate (calculated for this purpose by substituting the Pool II REMIC VII Net WAC Rate) for the purpose of this calculation for such Distribution Date and with the rate on REMIC VI Regular Interest LTII-ZZ subject to a cap of zero for the purpose of this calculation; provided, however, that solely for this purpose, calculations of the Uncertificated REMIC VI Pass-Through Rate and the related caps with respect to each such REMIC VI Regular Interest (other than REMIC VI Regular Interest LTII-SL-B1) shall be

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multiplied by a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 30.

Pool II Mortgage Loan: A Mortgage Loan identified on the Pool II Mortgage Loan Schedule.

Pool II Mortgage Loan Schedule: As of any date, the list of Pool II Mortgage Loans included in the Trust Fund on such date, attached hereto as Schedule II. The Pool II Mortgage Loan Schedule shall set forth the following information with respect to each Pool II Mortgage Loan:

(i) the Mortgagor’s name and the Originator’s Mortgage Loan identifying number;

(ii) the street address of the Mortgaged Property including the state and zip code;

(iii) a code indicating whether the Mortgaged Property is owner-occupied;

(v) the original months to maturity;

(vi) the Loan-to-Value Ratio, at origination;

(vii) the Mortgage Interest Rate in effect immediately following the Cut-off Date;

(viii) the date on which the first monthly payment was due on the Mortgage Loan;

(ix) the stated maturity date of such Mortgage Loan;

(x) the amount of the monthly payment (a) at origination and (b) due on the first Due Date after the Cut-off Date;

(xi) the last Due Date on which a monthly payment was actually applied to the unpaid Stated Principal Balance;

(xii) the original principal amount of the Mortgage Loan as of the date of origination;

(xiii) the Stated Principal Balance of the Mortgage Loan as of the close of business on the Cut-off Date;

(xiv) with respect to each Adjustable Rate Mortgage Loan, the Applicable Index and Gross Margin;

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(xv) a code indicating the purpose of the Mortgage Loan (i.e., purchase financing, rate/term refinancing, cash-out refinancing);

(xvi) with respect to each Adjustable Rate Mortgage Loan, the Maximum Mortgage Interest Rate;

(xvii) with respect to each Adjustable Rate Mortgage Loan, the Minimum Mortgage Interest Rate;

(xviii) the Mortgage Interest Rate at origination;

(xix) with respect to each Adjustable Rate Mortgage Loan, the Periodic Mortgage Interest Rate Cap and the Initial Mortgage Interest Rate Cap;

(xx) a code indicating the documentation program;

(xxi) with respect to each Adjustable Rate Mortgage Loan, the first Adjustment Date immediately following the Cut-off Date and the Adjustment Date frequency;

(xxii) the value of the Mortgaged Property used to calculate the LTV for the related Mortgage Loan;

(xxiii) the sale price of the Mortgaged Property, if applicable;

(xxiv) the Originator’s risk grade;

(xxv) the actual interest “paid to date” of the Mortgage Loan as of the Cut-off Date;

(xxvi) the number of years any Prepayment Premium is in effect;

(xxvii) the loan type (i.e. fixed, adjustable; 2/28, 3/27, etc.);

(xxviii) the actual unpaid principal balance of the Mortgage Loan as of the Cut-off Date;

(xxix) [RESERVED];

(xxx) a code indicating whether the Mortgage Loan is a MERS Designated Mortgage Loan and, if so, its corresponding mortgage identification number; and

(xxxi) a code indicating whether the Mortgage Loan is subject to a Prepayment Premium, if any.

The Pool II Mortgage Loan Schedule shall set forth the following information with respect to the Pool II Mortgage Loans in the aggregate as of the Cut-off Date: (1) the number of Pool II Mortgage Loans; (2) the current principal balance of the Pool II Mortgage Loans; (3) the weighted average Mortgage Interest Rate of the Pool II Mortgage Loans; and (4) the weighted average maturity of the Pool II Mortgage Loans. The Mortgage Loan Schedule shall set forth the

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aggregate Stated Principal Balance of the Pool II Mortgage Loans. The Pool II Mortgage Loan Schedule shall be amended from time to time by the Depositor in accordance with the provisions of this Agreement. With respect to any Substitute Mortgage Loan, the Cut-off Date shall refer to the related Cut-off Date for such Mortgage Loan, determined in accordance with the definition of Cut-off Date herein.

Pool II Net Swap Payment: A net payment, if any, to be made on each Distribution Date under the Pool II Swap Agreement, representing payments (a) by or on behalf of the Trust, to the Pool II Swap Provider, to the extent that the fixed amount exceeds the corresponding floating amount, plus any such amounts that remain unpaid from prior Distribution Dates, or (b) by the Pool II Swap Provider to the Trust, to the extent that the floating amount exceeds the corresponding fixed amount, all as more particularly set forth in the Pool II Swap Agreement.

Pool II Net WAC Rate: For any Distribution Date means a per annum rate equal to (I) the weighted average of the Pool II Adjusted Net Mortgage Rates then in effect at the beginning of the related Due Period (adjusted for prepayments during such Due Period that were distributed on the Distribution Date falling within such Due Period), less (II) an amount expressed as a per annum rate, equal to the sum of (x) the product of (i) any Pool II Net Swap Payment owed to the Pool II Swap Provider divided by the outstanding principal balance of the Pool II Mortgage Loans and (ii) 12 and (y) the product of (i) any Pool II Swap Termination Payment (other than any Pool II Swap Termination Payment resulting from a Pool II Swap Provider Trigger Event), payable by the Issuing Entity, divided by the outstanding principal balance of the Pool II Mortgage Loans and (ii) 12. Because of the application of the funds from the Interest Coverage Account on the first Distribution Date, the Pool II Net WAC Rate will not be calculated for the first Distribution Date.

For federal income tax purposes and for any Distribution Date with respect to the Pool II Senior Certificates and Pool II Subordinate Certificates (other than the Class SL-B1 Certificates) and for purposes of calculating the Pool II Marker Rate and the Maximum LTII-ZZ Uncertificated Interest Deferral Amount, the weighted average (adjusted for the actual number of days elapsed in the related Interest Accrual Period) of the Uncertificated REMIC VI Pass-Through Rate on the REMIC VI Regular Interests (other than the Class LTII-IO Interest), weighted on the basis of the Uncertificated Principal Balance of each such REMIC VI Regular Interest divided by (ii) an amount equal to (a) 30, divided by (b) the actual number of days in the Accrual Period (such amount the “Pool II REMIC VII Net WAC Rate”).

Pool II Net WAC Rate Carryover Amount: With respect to each Class of Pool II Senior Certificates and Pool II Subordinate Certificates (other than the Class SL-B1 Certificates), as of any Distribution Date, if on such Distribution Date there are unpaid Pool II Net WAC Rate Carryover Amounts from prior Distribution Dates or the Pass-Through Rate for any Class of Pool II Senior Certificates or Pool II Subordinate Certificates is based upon the Pool II Net WAC Rate, the sum of (A) the excess of the amount of interest that Class of Certificates would have been entitled to receive on that Distribution Date, calculated using the Formula Rate for that Class of Pool II Senior Certificates or Pool II Subordinate Certificates, over the amount of interest that Class of Certificates received on that Distribution Date based on the Pool II Net WAC Rate and (B) the Pool I Net WAC Rate Carryover Amount for such Class of Certificates for all previous Distribution Dates not previously paid, together with interest thereon at the

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applicable Pass-Through Rate for such Class (without giving effect to any such limitations) of Certificates for such Distribution Date.

Pool II Net WAC Rate Carryover Reserve Account: The separate Eligible Account created and maintained by the Trustee pursuant to Section 3.27(a) in the name of the Trust Administrator for the benefit of the Holders of Regular Certificates that are Pool II Certificates and designated “Xxxxx Fargo Bank, N.A. in trust for registered Holders of Fremont Home Loan Trust 2006-B, Mortgage-Backed Certificates, Series 2006-B.” Funds in the Pool II Net WAC Rate Carryover Reserve Account shall be held in trust for the Holders of Regular Certificates that are Pool II Certificates for the uses and purposes set forth in this Agreement. Amounts on deposit in the Pool II Net WAC Rate Carryover Reserve Account shall not be invested. The Pool II Net WAC Rate Carryover Reserve Account shall not be an asset of any Trust REMIC.

Pool II Offered Certificates: The Pool II Senior Certificates and the Pool II Subordinate Certificates being offered by this free writing prospectus supplement.

Pool II Overcollateralized Amount: means for any Distribution Date an amount equal to (i) the aggregate Stated Principal Balance of the Pool II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) on the related Determination Date minus (ii) the aggregate Certificate Principal Balance of the Pool II Senior Certificates and the Pool II Subordinate Certificates as of such Distribution Date (after giving effect to distributions to be made on such Distribution Date).

Pool II Overcollateralization Deficiency: With respect to any Distribution Date, the excess, if any, of (a) the Pool II Overcollateralization Target Amount applicable to such Distribution Date over (b) the Pool II Overcollateralized Amount applicable to such Distribution Date.

Pool II Overcollateralization Increase Amount: for any Distribution Date means the amount, if any, by which the Pool II Overcollateralization Target Amount for such Distribution Date exceeds the Pool II Overcollateralized Amount for such Distribution Date with the Pool II Overcollateralized Amount for such Distribution Date calculated, for this purpose only, after giving effect to distributions in respect of the Pool II Principal Remittance Amount on such Distribution Date, but before giving effect to any other distributions on the Pool II Certificates in reduction of the Certificate Principal Balances thereof on such Distribution Date.

Pool II Overcollateralization Release Amount: With respect to any Distribution Date, an amount equal to the lesser of (a) the Pool II Excess Overcollateralized Amount and (b) the Pool II Excess Cashflow.

Pool II Overcollateralization Target Amount: With respect to any Distribution Date (i) prior to the Pool II Stepdown Date or on the Pool II Stepdown Date if the Pool II Stepdown Date is caused by scenario (i) in the definition of Pool II Stepdown Date, then the Pool II Overcollateralization Target Amount prior to distributing the Pool II Senior Principal Distribution Amount to pay the Pool II Senior Certificates to zero is 8.40% of the aggregate

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Stated Principal Balance of the Pool II Mortgage Loans as of the Cut-off Date plus the cumulative Subordinate Acceleration Amount (and any similarly applied Pool II Net Swap Payments received from the Pool II Swap Provider) distributed to the holder of the Class SL-B1 Certificates on prior Distribution Dates, (ii) on the Pool II Stepdown Date if the Pool II Stepdown Date is caused by scenario (i) in the definition of Pool II Stepdown Date, so long as a Pool II Trigger Event is not in effect, then the Pool II Overcollateralization Target Amount will be recalculated after distribution of the Pool II Senior Principal Distribution Amount to pay the Pool II Senior Certificates to zero pursuant to Section 4.02(e)(ii)(II)(A)(1) or after the Pool II Stepdown Date, so long as a Pool II Trigger Event is not in effect, the greater of (a) 16.80% of the then current aggregate Stated Principal Balance of the Pool II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal received during the related Due Period and unscheduled collections of Principal Prepayments received during the related Prepayment Period) plus the product of (x) a fraction, the numerator of which is the cumulative Subordinate Acceleration Amount (and any similarly applied Pool II Net Swap Payments received from the Pool II Swap Provider) distributed to the Holders of the Class SL-B1 Certificates on prior Distribution Dates, and the denominator of which is the aggregate Stated Principal Balance of the Pool II Mortgage Loans as of the Cut-off Date, (y) 2 and (z) the current aggregate Stated Principal Balance of the Pool II Mortgage Loans as of the last day of the related Due Period (to the extent received or advanced and unscheduled collections of principal received during the related Prepayment Period) and (b) 0.50% of the aggregate Stated Principal Balance of the Pool II Mortgage Loans as of the Cut-off Date; or (iii) on or after the Pool II Stepdown Date and if a Pool II Trigger Event is in effect, the Pool II Overcollateralization Target Amount for the immediately preceding Distribution Date and the Subordinate Acceleration Amount (and any similarly applied Pool II Net Swap Payments received from the Pool II Swap Provider) distributed to the Holders of the Class SL-B1 Certificates on any Distribution Dates occurring after the first Distribution Date on which the Trigger Event is deemed to be in effect. Notwithstanding the foregoing, on and after any Distribution Date following the reduction of the aggregate Certificate Principal Balance of the Pool II Offered Certificates to zero, the Pool II Overcollateralization Target Amount will be zero.

Pool II Principal Distribution Amount: With respect to any Distribution Date, the sum of (a) the principal portion of all scheduled monthly payments on the Pool II Mortgage Loans due during the related Due Period, whether or not received on or prior to the related Determination Date; (b) the principal portion of all proceeds received in respect of the repurchase of a Pool II Mortgage Loan (or, in the case of a substitution, certain amounts representing a principal adjustment) as required by this Agreement during the related Prepayment Period; (c) the principal portion of all other unscheduled collections, including insurance proceeds, liquidation proceeds and all full and partial principal prepayments, received during the related Prepayment Period, to the extent applied as recoveries of principal on the Pool II Mortgage Loans, and (d) the amount of any Pool II Overcollateralization Increase Amount for such Distribution Date minus the amount of any Pool II Overcollateralization Release Amount for such Distribution.

Pool II Principal Remittance Amount: With respect to any Distribution Date, the amount equal to the sum of the following amounts (without duplication) with respect to the related Due Period: (i) each scheduled payment of principal on a Pool II Mortgage Loan due during such Due Period and received by the Servicer on or prior to the Determination Date or advanced by the Servicer prior to the related Remittance Date (including the portion of Insurance Proceeds or

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Condemnation Proceeds allocable to principal), and all Principal Prepayments received during the related Prepayment Period, (ii) the Liquidation Proceeds on the Pool II Mortgage Loans allocable to principal actually collected by the Servicer during the related Prepayment Period, (iii) the portion of the purchase price allocable to principal with respect to each Deleted Mortgage Loan with respect to the Pool II Mortgage Loans, the repurchase obligation for which arose during the related Prepayment Period, that was repurchased during the period from the prior Distribution Date through the Remittance Date for the current Distribution Date, (iv) the principal portion of all Substitution Adjustment Amounts with respect to the substitutions of Pool II Mortgage Loans that occur during the calendar month in which such Distribution Date occurs and (v) the allocable portion of the proceeds received with respect to the termination of the Trust Fund with respect to the Pool II Mortgage Loans (to the extent such proceeds relate to principal), less any amounts specified in clause (y) of the definition of Pool II Available Funds for such Distribution Date to the extent not already reimbursed or paid from the Pool II Interest Remittance Amount.

Pool II Senior Certificates: The Class SL-A Certificates.

Pool II Senior Enhancement Percentage: For any Distribution Date and a Class of Pool II Senior Certificates or Pool II Subordinate Certificates, the percentage obtained by dividing (x) the aggregate Certificate Principal Balance of each Class of Pool II Certificates junior in priority to such Class and the Pool II Overcollateralized Amount by (y) the aggregate Stated Principal Balance of the Pool II Mortgage Loans, calculated after to taking into account distributions of principal on the Pool II Mortgage Loans and distribution of the Pool II Principal Distribution Amount to the Holders of the Pool II Certificates then entitled to distributions of principal on such Distribution Date.

Pool II Stated Principal Balance: As to any Distribution Date, the aggregate Stated Principal Balance of the Pool II Mortgage Loans for such Distribution Date that were Outstanding Mortgage Loans on the Due Date in the related Due Period.

Pool II Stepdown Date: The earlier to occur of (i) the Distribution Date on which the aggregate Certificate Principal Balance of the Class SL-A Certificates prior to any distributions of principal for such Distribution Date are made is less than or equal to the Pool II Principal Remittance Amount and (ii) the later to occur of (A) the Distribution Date occurring in September 2009 and (B) the first Distribution Date on which the Pool II Senior Enhancement Percentage (calculated for this purpose only after taking into account distributions of principal on the Pool II Mortgage Loans but prior to distribution of the Pool II Principal Distribution Amount to the Holders of the Pool II Certificates then entitled to distributions of principal on such Distribution Date) is greater than or equal to 74.50%.

Pool II Swap Account: A segregated trust account to be opened and maintained by the Swap Administrator into which the Swap Administrator will, on each Distribution Date, deposit certain amounts, if any, received from the Pool II Swap Provider from which distributions in respect of Pool II Unpaid Interest Shortfall Amounts, Pool II Net WAC Rate Carryover Amounts, amounts necessary to maintain the applicable Pool II Overcollateralization Target Amount and Pool II Applied Realized Loss Amounts on the Pool II Subordinate Certificates will be made. The Pool II Swap Account will be an asset of the Trust but not of any REMIC.

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Pool II Swap Agreement: The interest rate swap agreement entered into by the Trust Administrator on behalf of the Issuing Entity and the Pool II Swap Provider, as evidenced by the Mortgage Derivatives Confirmation and Agreement dated as of August 3, 2006 between Bear Xxxxxxx Financial Products Inc. and the Trust Administrator and the Novation Confirmation dated as of August 3, 2006 between Fremont Investment & Loan, the Trust Administrator, Bear Xxxxxxx Bank PLC and Bear Xxxxxxx Financial Products Inc.

Pool II Swap Default: Such events of default under, and as set forth in, the Pool II Swap Agreement.

Pool II Swap Early Termination: A Swap Early Termination as defined in the Pool II Swap Agreement.

Pool II Swap LIBOR: A per annum rate equal to the floating rate payable by the Pool II Swap Provider under the Pool II Swap Agreement.

Pool II Swap Provider: Bear Xxxxxxx Financial Products Inc. and its successors in interest.

Pool II Swap Provider Trigger Event: As described in the Pool II Swap Agreement, (i) an event of default under the Pool II Swap Agreement with respect to which the Pool II Swap provider is a Defaulting Party (as defined in the Pool II Swap Agreement), (ii) a Termination Event under the Pool II Swap Agreement with respect to which the Pool II Swap Provider is the sole Affected Party (as defined in the Pool II Swap Agreement) or (iii) an Additional Termination Event (as defined in the Pool II Swap Agreement) under the Pool II Swap Agreement with respect to which the Pool II Swap Provider is the sole Affected Party.

Pool II Swap Termination Payment: a termination payment that either the Issuing Entity or the Pool II Swap Provider may be liable to make, payable under the terms of the Swap Administration Agreement, upon the occurrence of any Pool II Swap Early Termination, as set forth in the Pool II Swap Agreement.

Pool II Trigger Event: With respect to any Distribution Date on or after the Pool II Stepdown Date, a Pool II Trigger Event exists if (i) the Rolling Six Month Delinquency Rate for the Pool II Mortgage Loans as of the last day of the related Due Period, equals or exceeds 10.75% of the Pool II Senior Enhancement Percentage as of the last day of the prior Due Period or (ii) the quotient (expressed as a percentage) of (x) the aggregate amount of Realized Losses with respect to the Pool II Mortgage Loans incurred since the Cut-off Date through the last day of the related Prepayment Period divided by (y) the Cut-off Date Pool II Principal Balance, exceeds the applicable percentages set forth below with respect to such Distribution Date:


Distribution Date Occurring In	Loss Percentage
September 2008 through August 2009		3.45	%
September 2009 through August 2010		7.75	%
September 2010 through August 2011		10.25	%
September 2011 through August 2012		12.25	%
September 2012 and thereafter		13.00	%

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Prepayment Interest Excess: With respect to any Remittance Date, the sum of, for each Mortgage Loan that was, during the portion of the Prepayment Period from the 1^st day of the month in which such Remittance Date occurs through the 15^th day of the month in which such Remittance Date occurs, the subject of a Principal Prepayment in Full that was applied by the Servicer to reduce the outstanding principal balance of such Mortgage Loan on a date preceding the Due Date in the succeeding Prepayment Period, an amount equal to the product of (a) the Mortgage Interest Rate net of the Servicing Fee Rate for such Mortgage Loan, (b) the amount of the Principal Prepayment in Full for such Mortgage Loan, (c) 1/360 and (d) the number of days commencing on the first day of the calendar month in which such Remittance Date occurs and ending on the date on which such Principal Prepayment in Full was applied.

Prepayment Interest Shortfall: With respect to any Remittance Date, the sum of, for each Mortgage Loan that was, during the portion of the Prepayment Period from the 16^th day of the calendar month preceding such Remittance Date to the last day of the calendar month preceding such Remittance Date, the subject of a Principal Prepayment in Full that was applied by the Servicer to reduce the outstanding principal balance of such Mortgage Loan on a date preceding the Due Date in the succeeding Prepayment Period, an amount equal to the product of (a) the Mortgage Interest Rate net of the Servicing Fee Rate for such Mortgage Loan, with respect to the Servicer’s obligation in respect of any Prepayment Interest Shortfall, or the sum of the Servicing Fee Rate and the Master Servicing Fee Rate, with respect to the Master Servicer’s obligation in respect of any Prepayment Interest Shortfall, (b) the amount of the Principal Prepayment for such Mortgage Loan, (c) 1/360 and (d) the number of days commencing on the date on which such Principal Prepayment was applied and ending on the last day of the related Prepayment Period.

Prepayment Period: With respect to any Distribution Date, (a) with respect to a Principal Prepayment in Full, the period from and including the 16th day of the month preceding the month in which such Distribution Date occurs (or, in the case of the first Distribution Date, from August 1, 2006) to and including the 15th day of the month in which such Distribution Date occurs, and (b) with respect to Principal Prepayments in part, the calendar month prior to such Remittance Date.

Prepayment Premium: Any prepayment premium, penalty or charge collected by the Servicer with respect to a Mortgage Loan from a Mortgagor in connection with any voluntary Principal Prepayment in Full pursuant to the terms of the related Mortgage Note.

Principal Prepayment: Any partial payment or other recovery of principal on a Mortgage Loan (including upon liquidation of a Mortgage Loan) which is received in advance of its scheduled Due Date, excluding any Prepayment Premium and which is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor of the entire principal balance of a Mortgage Loan.

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Private Certificates: As defined in the Preliminary Statement.

Prospectus Supplement: The Prospectus Supplement, dated August 3, 2006, relating to the Offered Certificates.

PUD: A planned unit development.

Purchase Agreement: The Mortgage Loan Purchase Agreement, dated as of August 1, 2006, by and between Fremont and the Depositor.

Qualified Correspondent: Any Person from which the Servicer purchased Mortgage Loans, provided that the following conditions are satisfied: (i) such Mortgage Loans were originated pursuant to an agreement between the Servicer and such Person that contemplated that such Person would underwrite mortgage loans from time to time, for sale to the Servicer, in accordance with underwriting guidelines designated by the Servicer (“Designated Guidelines”) or guidelines that do not vary materially from such Designated Guidelines; (ii) such Mortgage Loans were in fact underwritten as described in clause (i) above and were acquired by the Servicer within 180 days after origination; (iii) either (x) the Designated Guidelines were, at the time such Mortgage Loans were originated, used by the Servicer in origination of mortgage loans of the same type as the Mortgage Loans for the Servicer’s own account or (y) the Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the Servicer on a consistent basis for use by lenders in originating mortgage loans to be purchased by the Servicer; and (iv) the Servicer employed, at the time such Mortgage Loans were acquired by the Servicer, pre-purchase or post-purchase quality assurance procedures (which may involve, among other things, review of a sample of mortgage loans purchased during a particular time period or through particular channels) designed to ensure that Persons from which it purchased mortgage loans properly applied the underwriting criteria designated by the Servicer.

Rating Agency: Each of the Rating Agencies specified in the Preliminary Statement. If such organization or a successor is no longer in existence, “Rating Agency” shall be such nationally recognized statistical rating organization, or other comparable Person, as is designated by the Depositor, notice of which designation shall be given to the Trustee. References herein to a given rating or rating category of a Rating Agency shall mean such rating category without giving effect to any modifiers. For purposes of Section 10.05(c), the addresses for notices to each Rating Agency shall be the address specified therefor in the definition corresponding to the name of such Rating Agency, or such other address as either such Rating Agency may hereafter furnish to the Depositor and the Servicer.

Realized Loss Percentage: For purposes of the Servicer Termination Test and the Servicer Enhanced Review Test, the percentage produced by the following calculation: (i) (a) the aggregate amount of cumulative Realized Losses incurred on the Mortgage Loans since the Cut-off Date through the last day of the related Due Period, minus (b) any amount received with respect to Realized Losses on the Mortgage Loans subsequent to a Final Recovery Determination being made with respect to the Mortgage Loans, divided by (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; provided however, that for purposes of this definition, the term “Realized Losses” shall not include Debt Service Reductions or Deficient Valuations.

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Realized Losses: With respect to any date of determination and any Liquidated Mortgage Loan, the amount, if any, by which (a) the unpaid principal balance of such Liquidated Mortgage Loan together with accrued and unpaid interest thereon exceeds (b) the Liquidation Proceeds with respect thereto net of the expenses incurred by the Servicer in connection with the liquidation of such Liquidated Mortgage Loan and net of any amount of unreimbursed Servicing Advances with respect to such Liquidated Mortgage Loan.

Record Date: With respect to any Distribution Date, the close of business on the Business Day immediately preceding such Distribution Date; provided, however, that for any Certificate issued in definitive form, the Record Date shall be the close of business on the last day of the calendar month immediately preceding the related Distribution Date (or if such day is not a Business Day, on the immediately preceding Business Day).

Reference Bank: As defined in Section 4.04.

Regular Certificates: As defined in the Preliminary Statement.

Regulation AB: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100 — 229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

Relevant Servicing Criteria: The Servicing Criteria applicable to the various parties, as set forth on Exhibit R attached hereto. For clarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria.

Relief Act Interest Shortfall: With respect to any Distribution Date and any Mortgage Loan, any reduction in the amount of interest collectible on such Mortgage Loan for the most recently ended Due Period as a result of the application of the Servicemembers Civil Relief Act, as amended, or any similar state statutes.

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

REMIC Provisions: 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 as well as provisions of applicable state laws.

REMIC I Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. Each REMIC I Regular Interest shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The

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designations for the respective REMIC I Regular Interests are set forth in the Preliminary Statement hereto.

REMIC II Group I Regular Interests: REMIC II Regular Interest I-1-A through REMIC II Regular Interest I-72-B as designated in the Preliminary Statement hereto.

REMIC II Group 2 Regular Interests: REMIC II Regular Interest II-1-A through REMIC II Regular Interest II-72-B as designated in the Preliminary Statement hereto.

REMIC II Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. Each REMIC II Regular Interest shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The designations for the respective REMIC II Regular Interests are set forth in the Preliminary Statement hereto. The REMIC II Regular Interests consist of the REMIC II Group 1 Regular Interests and the REMIC II Group 2 Regular Interests.

REMIC III Interest Loss Allocation Amount: With respect to any Distribution Date, an amount (subject to adjustment based on the actual number of days elapsed in the respective Interest Accrual Periods for the indicated Regular Interests for such Distribution Date) equal to (a) the product of (i) 50% of the aggregate Stated Principal Balance of the Pool I Mortgage Loans and REO Properties then outstanding and (ii) the Uncertificated REMIC III Pass-Through Rate for REMIC III Regular Interest LTI-AA minus the Pool I Marker Rate, divided by (b) 12.

REMIC III Marker Allocation Percentage: 50% of any amount payable or loss attributable from the Mortgage Loans, which shall be allocated to REMIC III Regular Interest LTI-AA, REMIC III Regular Interest LTI-1-A, REMIC III Regular Interest LTI-2-A-1, REMIC III Regular Interest LTI-2-A-2, REMIC III Regular Interest LTI-2-A-3, REMIC III Regular Interest LTI-2-A-4, REMIC III Regular Interest LTI-M-1, REMIC III Regular Interest LTI-M-2, REMIC III Regular Interest LTI-M-3, REMIC III Regular Interest LTI-M-4, REMIC III Regular Interest LTI-M-5, REMIC III Regular Interest LTI-M-6, REMIC III Regular Interest LTI-M-7, REMIC III Regular Interest LTI-M-8, REMIC III Regular Interest LTI-M-9, REMIC III Regular Interest LTI-M-10, REMIC III Regular Interest LTI-M-11, REMIC III Regular Interest LTI-ZZ and REMIC III Regular Interest LTI-P.

REMIC III Overcollateralization Target Amount: 0.50% of the Pool I Overcollateralization Target Amount.

REMIC III Overcollateralized Amount: With respect to any date of determination, (i) 0.50% of the aggregate Uncertificated Principal Balance of the REMIC III Regular Interests minus (ii) the aggregate Uncertificated Principal Balance of REMIC III Regular Interest LTI-1-A, REMIC III Regular Interest LTI-2-A-1, REMIC III Regular Interest LTI-2-A-2, REMIC III Regular Interest LTI-2-A-3, REMIC III Regular Interest LTI-2-A-4, REMIC III Regular Interest LTI-M-1, REMIC III Regular Interest LTI-M-2, REMIC III Regular Interest LTI-M-3, REMIC III Regular Interest LTI-M-4, REMIC III Regular Interest LTI-M-5, REMIC III Regular Interest

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LTI-M-6, REMIC III Regular Interest LTI-M-7, REMIC III Regular Interest LTI-M-8, REMIC III Regular Interest LTI-M-9, REMIC III Regular Interest LTI-M-10, REMIC III Regular Interest LTI-M-11 and REMIC III Regular Interest LTI-ZZ in each case as of such date of determination.

REMIC III Principal Loss Allocation Amount: With respect to any Distribution Date, an amount equal to the product of (i) 50% of the aggregate Stated Principal Balance of the Pool I Mortgage Loans and the Pool I REO Properties then outstanding and (ii) one minus a fraction, the numerator of which is two times the aggregate Uncertificated Principal Balance of REMIC III Regular Interest LTI-1-A, REMIC III Regular Interest LTI-2-A-1, REMIC III Regular Interest LTI-2-A-2, REMIC III Regular Interest LTI-2-A-3, REMIC III Regular Interest LTI-2-A-4, REMIC III Regular Interest LTI-M-1, REMIC III Regular Interest LTI-M-2, REMIC III Regular Interest LTI-M-3, REMIC III Regular Interest LTI-M-4, REMIC III Regular Interest LTI-M-5, REMIC III Regular Interest LTI-M-6, REMIC III Regular Interest LTI-M-7, REMIC III Regular Interest LTI-M-8, REMIC III Regular Interest LTI-M-9, REMIC III Regular Interest LTI-M-10 and REMIC III Regular Interest LTI-M-11 and the denominator of which is the aggregate Uncertificated Principal Balance of REMIC III Regular Interest LTI-1-A, REMIC III Regular Interest LTI-2-A-1, REMIC III Regular Interest LTI-2-A-2, REMIC III Regular Interest LTI-2-A-3, REMIC III Regular Interest LTI-2-A-4, REMIC III Regular Interest LTI-M-1, REMIC III Regular Interest LTI-M-2, REMIC III Regular Interest LTI-M-3, REMIC III Regular Interest LTI-M-4, REMIC III Regular Interest LTI-M-5, REMIC III Regular Interest LTI-M-6, REMIC III Regular Interest LTI-M-7, REMIC III Regular Interest LTI-M-8, REMIC III Regular Interest LTI-M-9, REMIC III Regular Interest LTI-M-10, REMIC III Regular Interest LTI-M-11 and REMIC III Regular Interest LTI-ZZ.

REMIC III Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a “regular interest” in REMIC III. Each REMIC III Regular Interest shall accrue interest at the related Uncertificated REMIC III Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal (other than REMIC III Regular Interest LTI-IO), subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The following is a list of each of the REMIC III Regular Interests: REMIC III Regular Interest LTI-AA, REMIC III Regular Interest LTI-1-A, REMIC III Regular Interest LTI-2-A-1, REMIC III Regular Interest LTI-2-A-2, REMIC III Regular Interest LTI-2-A-3, REMIC III Regular Interest LTI-2-A-4, REMIC III Regular Interest LTI-M-1, REMIC III Regular Interest LTI-M-2, REMIC III Regular Interest LTI-M-3, REMIC III Regular Interest LTI-M-4, REMIC III Regular Interest LTI-M-5, REMIC III Regular Interest LTI-M-6, REMIC III Regular Interest LTI-M-7, REMIC III Regular Interest LTI-M-8, REMIC III Regular Interest LTI-M-9, REMIC III Regular Interest LTI-M-10, REMIC III Regular Interest LTI-M-11, REMIC III Regular Interest LTI-ZZ, REMIC III Regular Interest LTI-1-SUB, REMIC III Regular Interest LTI-1-GRP, REMIC III Regular Interest LTI-2-SUB, REMIC III Regular Interest LTI-2-GRP, REMIC III Regular Interest LTI-XX, REMIC III Regular Interest LTI-IO and REMIC III Regular Interest LTI-P.

REMIC III Sub WAC Allocation Percentage: 50% of any amount payable from or loss attributable to the Mortgage Loans, which shall be allocated to REMIC III Regular Xxxxxxxx XXX-

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1-SUB, REMIC III Regular Interest LTI-1-GRP, REMIC III Regular Interest LTI-2-SUB, REMIC III Regular Interest LTI-2-GRP and REMIC III Regular Interest LTI-XX.

REMIC III Subordinated Balance Ratio: The ratio among the Uncertificated Principal Balances of each REMIC III Regular Interest ending with the designation “SUB,” equal to the ratio between, with respect to each such REMIC III Regular Interest, the excess of (x) the aggregate Stated Principal Balance of the Pool I Mortgage Loans in the related Loan Group over (y) the current Certificate Principal Balance of Class A Certificates in the related Loan Group.

REMIC IV Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC IV issued hereunder and designated as a Regular Interest in REMIC IV. Each REMIC IV Regular Interest shall accrue interest at the related Uncertificated REMIC IV Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The designations for the respective REMIC IV Regular Interests are set forth in the Preliminary Statement hereto.

REMIC V Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC V issued hereunder and designated as a Regular Interest in REMIC V. Each REMIC V Regular Interest shall accrue interest at the related Uncertificated REMIC V Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The designations for the respective REMIC V Regular Interests are set forth in the Preliminary Statement hereto. The REMIC V Regular Interests consist of REMIC V Regular Interest III-1-A through REMIC V Regular Interest III-72-B as designated in the Preliminary Statement hereto.

REMIC VI Interest Loss Allocation Amount: With respect to any Distribution Date, an amount (subject to adjustment based on the actual number of days elapsed in the respective Interest Accrual Periods for the indicated Regular Interests for such Distribution Date) equal to (a) the product of (i) the aggregate Stated Principal Balance of the Pool II Mortgage Loans and Pool REO Properties then outstanding and (ii) the Uncertificated REMIC VI Pass-Through Rate for REMIC VI Regular Interest LTII-AA minus the Pool II Marker Rate, divided by (b) 12.

REMIC VI Overcollateralization Target Amount: 1.00% of the Pool II Overcollateralization Target Amount.

REMIC VI Overcollateralized Amount: With respect to any date of determination, (i) 1.00% of the aggregate Uncertificated Principal Balance of the REMIC VI Regular Interests minus (ii) the aggregate Uncertificated Principal Balance of REMIC VI Regular Interest LTII-SL-A, REMIC VI Regular Interest LTII-SL-M1, REMIC VI Regular Interest LTII-SL-M2, REMIC VI Regular Interest LTII-SL-M3, REMIC VI Regular Interest LTII-SL-M4, REMIC VI Regular Interest LTII-SL-M5, REMIC VI Regular Interest LTII-SL-M6, REMIC VI Regular Interest LTII-SL-M7, REMIC VI Regular Interest LTII-SL-M8, REMIC VI Regular Interest LTII-SL-M9, REMIC VI Regular Interest LTII-SL-B1 and REMIC VI Regular Interest LTII-ZZ.

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REMIC VI Principal Loss Allocation Amount: With respect to any Distribution Date, an amount equal to the product of (i) the aggregate Stated Principal Balance of the Pool II Mortgage Loans and the Pool II REO Properties then outstanding and (ii) one minus a fraction, the numerator of which is two times the aggregate Uncertificated Principal Balance of REMIC VI Regular Interest LTII-AA, REMIC VI Regular Interest LTII-SL-A, REMIC VI Regular Interest LTII-SL-M1, REMIC VI Regular Interest LTII-SL-M2, REMIC VI Regular Interest LTII-SL-M3, REMIC VI Regular Interest LTII-SL-M4, REMIC VI Regular Interest LTII-SL-M5, REMIC VI Regular Interest LTII-SL-M6, REMIC VI Regular Interest LTII-SL-M7, REMIC VI Regular Interest LTII-SL-M8, REMIC VI Regular Interest LTII-SL-M9 and REMIC VI Regular Interest LTII-SL-B1 and the denominator of which is the aggregate Uncertificated Principal Balance of REMIC VI Regular Interest LTII-AA, REMIC VI Regular Interest LTII-SL-A, REMIC VI Regular Interest LTII-SL-M1, REMIC VI Regular Interest LTII-SL-M2, REMIC VI Regular Interest LTII-SL-M3, REMIC VI Regular Interest LTII-SL-M4, REMIC VI Regular Interest LTII-SL-M5, REMIC VI Regular Interest LTII-SL-M6, REMIC VI Regular Interest LTII-SL-M7, REMIC VI Regular Interest LTII-SL-M8, REMIC VI Regular Interest LTII-SL-M9, REMIC VI Regular Interest LTII-SL-B1, and REMIC VI Regular Interest LTII-ZZ.

REMIC VI Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC VI issued hereunder and designated as a “regular interest” in REMIC VI. Each REMIC VI Regular Interest shall accrue interest at the related Uncertificated REMIC VI Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal (other than REMIC VI Regular Interest LTII-IO), subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The following is a list of each of the REMIC VI Regular Interests: REMIC VI Regular Interest LTII-AA, REMIC VI Regular Interest LTII-SL-A, REMIC VI Regular Interest LTII-SL-M1, REMIC VI Regular Interest LTII-SL-M2, REMIC VI Regular Interest LTII-SL-M3, REMIC VI Regular Interest LTII-SL-M4, REMIC VI Regular Interest LTII-SL-M5, REMIC VI Regular Interest LTII-SL-M6, REMIC VI Regular Interest LTII-SL-M7, REMIC VI Regular Interest LTII-SL-M8, REMIC VI Regular Interest LTII-SL-M9, REMIC VI Regular Interest LTII-SL-B1, REMIC VI Regular Interest LTII-ZZ and REMIC VI Regular Interest LTII-IO.

REMIC VII Regular Interest: The REMIC regular interest portion of the Certificates (other than the Class R and Class RX Certificates), the Class C Interest, the Class SL-C Interest the Class P Interest, the Class SWAP-I-IO Interest and the Class SWAP-II-IO Interest.

REMIC VIII Regular Interest: The REMIC regular interest portion of the Class C Certificate.

REMIC IX Regular Interest: The REMIC regular interest portion of the Class P Certificate.

REMIC X Regular Interest: The Class Swap-I-IO Interest.

REMIC XI Regular Interest: The REMIC regular interest portion of the Class SL-C Certificate.

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REMIC XII Regular Interest: The Class Swap-II-IO Interest.

REMIC Regular Interest: Any REMIC I Regular Interest, REMIC II Regular Interest, REMIC III Regular Interest, REMIC IV Regular Interest, REMIC V Regular Interest, REMIC VI Regular Interest, REMIC VII Regular Interest, REMIC VIII Regular Interest, REMIC IX Regular Interest; REMIC X Regular Interest, REMIC XI Regular Interest or REMIC XII Regular Interest.

Remittance Date: With respect to any Distribution Date, no later than 12:00 PM, Central Time on the Business Day immediately preceding such Distribution Date.

REO Disposition: The final sale by the Servicer of any REO Property.

REO Imputed Interest: As to any REO Property, for any period, an amount equivalent to interest (at the Mortgage Interest Rate net of the Servicing Fee Rate that would have been applicable to the related Mortgage Loan had it been outstanding) on the unpaid principal balance of the Mortgage Loan as of the date of acquisition thereof (as such balance is reduced pursuant to Section 3.15 by any income from the REO Property treated as a recovery of principal).

REO Property: A Mortgaged Property acquired by the Trust Fund through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.

Reportable Event: As defined in 4.07(a)(iii).

Reporting Date: The 18th day of each calendar month or the immediately preceding Business Day if the 18^th is not a Business Day.

Reporting Servicer: As defined in Section 4.07(a)(iv).

Repurchase Price: With respect to any Mortgage Loan, an amount equal to the sum of (i) the unpaid principal balance of such Mortgage Loan as of the date of repurchase, (ii) interest on such unpaid principal balance of such Mortgage Loan at the Mortgage Interest Rate from the last date through which interest has been paid and distributed to the Trust Administrator to the date of repurchase, (iii) all unreimbursed Servicing Advances and (iv) all expenses incurred by the Servicer, the Trust, the Trust Administrator or the Trustee, as the case may be, in respect of a breach or defect, including, without limitation, (a) expenses arising out of the Servicer’s, the Trust Administrator’s or Trustee’s, as the case may be, enforcement of the Originator’s repurchase obligation, to the extent not included in clause (iii), and (b) any costs and damages incurred by the Trust in connection with any violation by such Mortgage Loan of any predatory lending law or abusive lending law.

Request for Release: The Request for Release submitted by the Servicer to the Trust Administrator, substantially in the form of Exhibit J.

Residual Certificates: As specified in the Preliminary Statement.

Responsible Officer: When used with respect to the Trustee means any officer in the Corporate Trust Office with direct responsibility for the administration of this Agreement and

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any other officer to whom a particular matter is referred because of such officer’s knowledge of and familiarity with the particular subject; and when used with respect to the Trust Administrator means any vice president, any assistant vice president, any assistant secretary, any assistant treasurer, any associate or any other officer of the Trustee or the Trust Administrator customarily performing functions similar to those performed by any of the above designated officers who at such time shall be officers to whom, with respect to a particular matter, such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Agreement.

Rolling Six-Month Delinquency Rate: With respect to any Distribution Date, the weighted average of the Delinquency Rates for each of six calendar months immediately preceding such Distribution Date; provided, that with respect to the first five Distribution Dates, it shall refer to the preceding one, two, three, four or five calendar months, as appropriate.

Rolling Three-Month Delinquency Rate: With respect to any Distribution Date, the weighted average of the Delinquency Rates for each of three calendar months immediately preceding such Distribution Date; provided, that with respect to the first two Distribution Dates, it shall refer to the preceding one or two calendar months, as appropriate.

Rule 144A Letter: As defined in Section 5.02(b).

Xxxxxxxx-Xxxxx Act: The Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff).

Xxxxxxxx-Xxxxx Certification: A written certification signed by an officer of the Servicer that complies with (i) the Xxxxxxxx-Xxxxx Act of 2002, as amended from time to time, and (ii) Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from time to time; provided that if, after the Closing Date (a) the Xxxxxxxx-Xxxxx Act of 2002 is amended, (b) the Rules referred to in clause (ii) are modified or superceded by any subsequent statement, rule or regulation of the Commission or any statement of a division thereof, or (c) any future releases, rules and regulations are published by the Commission from time to time pursuant to the Xxxxxxxx-Xxxxx 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 Servicer, materially more onerous than the form of the required certification as of the Closing Date, the Xxxxxxxx-Xxxxx Certification shall be as agreed to by the Servicer and the Depositor following a negotiation in good faith to determine how to comply with any such new requirements.

Scheduled Payment: The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal and/or interest on such Mortgage Loan which, unless otherwise specified herein, shall give effect to any related Debt Service Reduction and any Deficient Valuation that affects the amount of the monthly payment due on such Mortgage Loan.

Securities Act: The Securities Act of 1933, as amended, and the rules and regulations thereunder.

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Pooling & Servicing Agreement

Servicer: Fremont, and if a successor servicer is appointed hereunder, such successor servicer.

Servicer Enhanced Review Test: With respect to any Distribution Date, the Servicer will fail the Servicer Enhanced Review Test if both (i) the outstanding rating by Xxxxx’x of Fremont as a servicer of residential mortgage loans is not “SQ2” or better (including any +/- designation), and (ii) the Realized Loss Percentage for the Pool I Mortgage Loans exceeds the applicable percentages set forth below:


Distribution Date Occurring In	Percentage
September 2007 through August 2008		1.50	%
September 2008 through August 2009		2.50	%
September 2009 through August 2010		3.50	%
September 2010 through August 2011		5.25	%
September 2011 through August 2012		6.75	%
September 2012 and thereafter		7.30	%

Servicer Event of Default: One or more of the events described in Section 7.01(a).

Servicer Prepayment Payment Amounts: As defined in Section 3.07(a).

Servicer Remittance Report: As defined in Section 4.03(d).

Servicer Termination Test: With respect to any Distribution Date, the Servicer will fail the Servicer Termination Test if the Realized Loss Percentage for the Pool I Mortgage Loans exceeds the applicable percentages set forth below or such other higher amounts as set by any of the Rating Agencies with respect to such Distribution Date:


Distribution Date Occurring In	Percentage
September 2007 through August 2008		1.75	%
September 2008 through August 2009		2.75	%
September 2009 through August 2010		3.75	%
September 2010 through August 2011		5.50	%
September 2011 through August 2012		7.00	%
September 2012 and thereafter		8.00	%

Servicing Advances: The reasonable “out-of-pocket” costs and expenses (including legal fees) incurred by the Servicer in the performance of its servicing obligations in connection with a default, delinquency or other unanticipated event, including, but not limited to, the cost of (i) the preservation, restoration, inspection and protection of a Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures and litigation, in respect of a particular Mortgage Loan, (iii) the management (including reasonable fees in connection therewith) and liquidation of any REO Property, and (iv) the performance of its obligations under Sections 3.01, 3.09, 3.13 and 3.15. Servicing Advances also include any reasonable “out-of-pocket” costs and expenses (including legal fees) incurred by the Servicer in connection with executing and recording instruments of satisfaction, deeds of reconveyance or Assignments of

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Pooling & Servicing Agreement

Mortgage in connection with any satisfaction or foreclosures in respect of any Mortgage Loan to the extent not recovered from the Mortgagor or otherwise payable under this Agreement. The Servicer shall not be required to make any Nonrecoverable Servicing Advances.

Servicing Criteria: The criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such may be amended from time to time.

Servicing Function Participant: Any Subservicer or Subcontractor of a Servicer, the Master Servicer, or the Trust Administrator, respectively.

Servicing Fee: With respect to each Mortgage Loan and any Distribution Date, an amount equal to the product of (i) one-twelfth of the Servicing Fee Rate, and (ii) the Stated Principal Balance of such Mortgage Loan as of the first day of the calendar month preceding the month in which such Distribution Date occurs. Such fee shall be payable monthly, and shall be pro rated for any portion of a month during which the Mortgage Loan is serviced by the Servicer under this Agreement. The Servicing Fee is payable solely from the interest portion (including recoveries with respect to interest from Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds and proceeds received with respect to REO Properties, to the extent permitted by Section 3.11) of such Scheduled Payment collected by the Servicer or as otherwise provided under Section 3.11.

Servicing Fee Rate: With respect to each Mortgage Loan, 0.50% per annum.

Servicing File: With respect to each Mortgage Loan, the file retained by the Servicer consisting of originals or copies of all documents in the Mortgage File which are not delivered to the Trust Administrator in the Custodial File and copies of the Mortgage Loan Documents set forth in Exhibit K hereto.

Servicing Officer: Any officer of the Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans whose name and facsimile signature appear on a list of servicing officers furnished to the Trustee, the Master Servicer, the Trust Administrator and the Depositor by the Servicer on the Closing Date pursuant to this Agreement, as such list may from time to time be amended.

Servicing Rights: Any and all of the following: (a) all rights and obligations to service the Mortgage Loans; (b) any compensation for servicing the Mortgage Loans; (c) any late fees, penalties or similar payments with respect to the Mortgage Loans (other than prepayment penalties); (d) all agreements or documents creating, defining or evidencing any such servicing rights to the extent they relate to such servicing rights; (e) any interest on Escrow Accounts allowed by law or other similar payments with respect to the Mortgage Loans and any amounts actually collected with respect thereto; (f) all accounts and other rights to payment related to any of the property described in this paragraph; (g) the right to possess and use any and all servicing files, servicing records, data tapes, computer records, or other information pertaining to the Mortgage Loans to the extent relating to the past, present or prospective servicing of the Mortgage Loans; and (h) all rights, powers and privileges incident to any of the foregoing.

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Pooling & Servicing Agreement

Servicing Transfer Costs: All reasonable out-of-pocket costs and expenses (including all extraordinary expenses) incurred by the Master Servicer in connection with the transfer of servicing from a terminated Servicer, including, without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer (or any successor Servicer appointed pursuant to Section 7.02) to service the Mortgage Loans properly and effectively.

Similar Law: As defined in Section 5.02.

Six-Month LIBOR Index: With respect to each applicable Adjustable Rate Mortgage Loan, the rate as determined on the basis of rates at which six-month U.S. dollar deposits are offered to prime banks in the London interbank market on such date as provided in the related Mortgage Note.

Standard & Poor’s: Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc. If Standard & Poor’s is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(b) the address for notices to Standard & Poor’s shall be Standard & Poor’s, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Residential Mortgage Surveillance Group - Fremont 2006-B, or such other address as Standard & Poor’s may hereafter furnish to the Depositor, the Servicer, the Master Servicer, the Trust Administrator and the Trustee.

Start-up Day: As defined in Section 11.01(b).

Stated Principal Balance: As to each Mortgage Loan and as of any date of determination, (i) the principal balance of the Mortgage Loan at the Cut-off Date after giving effect to payments of principal due on or before such date, minus (ii) all amounts previously remitted to the Trustee with respect to the related Mortgage Loan representing payments or recoveries of principal including advances in respect of scheduled payments of principal; provided, however, that the Stated Principal Balance of any second lien Mortgage Loan with respect to which any portion of a Scheduled Payment is, as of the last day of the prior Due Period, more than 180 days past due (without giving effect to any grace period) is zero. For purposes of any Distribution Date, the Stated Principal Balance of any Mortgage Loan will give effect to any scheduled payments of principal received by the Servicer on or prior to the related Determination Date or advanced by the Servicer for the related Remittance Date and any unscheduled principal payments and other unscheduled principal collections received during the related Prepayment Period.

Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the overall servicing of Mortgage Loans but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of any Servicer (or a Subservicer of any Servicer), the Master Servicer, the Trustee, or the Trust Administrator.

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Subordinate Acceleration Amount: With respect to any Distribution Date, the aggregate amount paid to the Class SL-B1 Certificates under Section 4.02(e)(iii)(U) and Section 4.02(i)(i) herein.

Subordinate Certificates: As specified in the Preliminary Statement.

Subsequent Recoveries: Amounts recovered by the Servicer in respect of a liquidated Mortgage Loan in regard to which a Realized Loss has occurred.

Subservicer: Any Person that services Mortgage Loans on behalf of the Servicer, and is responsible for the performance (whether directly or through subservicers or Subcontractors) of servicing functions required to be performed under this Agreement, any related Servicing Agreement or any sub-servicing agreement that are identified in Item 1122(d) of Regulation AB.

Subservicing Account: As defined in Section 3.08.

Subservicing Agreements: As defined in Section 3.02(a).

Substitute Mortgage Loan: A Mortgage Loan substituted by the Originator for a Deleted Mortgage Loan which must, on the date of such substitution, as confirmed in a Request for Release, substantially in the form of Exhibit J, (i) have a Stated Principal Balance, after deduction of the principal portion of the Scheduled Payment due in the month of substitution, not in excess of the Stated Principal Balance of the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower than and not more than 1.00% per annum higher than, that of the Deleted Mortgage Loan; (iii) have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (iv) have a remaining term to maturity no greater than (and not more than one year less than that of) the Deleted Mortgage Loan; and (v) comply with each representation and warranty set forth in Section 2.03.

Substitution Adjustment Amount: The meaning ascribed to such term pursuant to Section 2.03(f).

Swap Account: The Pool I Swap Account and Pool II Swap Account, as applicable.

Swap Agreement: The Pool I Swap Agreement and the Pool II Swap Agreement, as applicable.

Swap Default: A Pool I Swap Default or Pool II Swap Default, as the context requires.

Swap Early Termination: A Pool I Swap Early Termination or a Pool II Swap Early Termination, as the context requires.

Swap Provider Trigger Event: A Pool I Swap Provider Trigger Event or a Pool II Swap Provider Trigger Event, as the context requires.

Swap Termination Payment: A Pool I Swap Termination Payment or a Pool II Swap Termination Payment, as the context requires.

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Pooling & Servicing Agreement

Tax Service Contract: As defined in Section 3.09(a).

Telerate Page 3750: The display page currently so designated on the Bridge Telerate Service (or such other page as may replace that page on that service for displaying comparable rates or prices).

Termination Price: As defined in Section 9.01.

Third-Party Originator: Each Person, other than a Qualified Correspondent, that originated Mortgage Loans acquired by the Servicer.

Transfer: Any direct or indirect transfer or sale of any Ownership Interest in a Residual Certificate.

Transfer Affidavit: As defined in Section 5.02(c)(ii).

Transferor Certificate: As defined in Section 5.02(b).

Trust: The express trust created hereunder in Section 2.01(c).

Trust Administrator: Xxxxx Fargo Bank, N.A., and its successors in interest and, if a successor trust administrator is appointed hereunder, such successor.

Trust Fund: The corpus of the trust created hereunder consisting of (i) the Mortgage Loans and all interest and principal received on or with respect thereto after the related Cut-off Date, other than such amounts which were due on the Mortgage Loans on or before the related Cut-off Date; (ii) the Collection Account, Net WAC Rate Carryover Reserve Accounts, the Interest Coverage Account, the Distribution Account, the Swap Accounts and all amounts deposited therein pursuant to the applicable provisions of this Agreement; (iii) property that secured a Mortgage Loan and has been acquired by foreclosure, deed-in-lieu of foreclosure or otherwise; (iv) the Swap Agreements, and (v) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing.

Trust REMIC: Each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX, REMIC X, REMIC XI and REMIC XII.

Trustee: HSBC Bank USA, National Association, and its successors in interest and, if a successor trustee is appointed hereunder, such successor.

Uncertificated Accrued Interest: With respect to any REMIC Regular Interest for any Distribution Date, one month’s interest at the Uncertificated REMIC Pass-Through Rate applicable to such REMIC Regular Interest for such Distribution Date, accrued on the Uncertificated Principal Balance or Uncertificated Notional Amount thereof immediately prior to such Distribution Date. Uncertificated Accrued Interest in respect of any such REMIC Regular Interest shall accrue on the basis of a 360-day year consisting of twelve 30-day months. Uncertificated Accrued Interest with respect to each Distribution Date, as to any REMIC Regular Interest, shall be reduced by an amount equal to the sum of (a) the aggregate Prepayment Interest Shortfall, if any, for such Distribution Date to the extent not covered by

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Pooling & Servicing Agreement

payments provided for herein and (b) the aggregate amount of any Relief Act Interest Shortfall, if any, allocated, in each case, to such REMIC Regular Interest. In addition, Uncertificated Accrued Interest with respect to each Distribution Date, as to any REMIC Regular Interest shall be reduced by Realized Losses, if any, allocated to such REMIC Regular Interest.

Uncertificated Principal Balance: The amount of any REMIC Regular Interest (other than REMIC III Regular Interest LTI-IO, the REMIC VII Class Swap-I-IO Interest, the REMIC VI Regular Interest LTII-IO and the REMIC VII Class Swap-II-IO Interest) outstanding as of any date of determination. As of the Closing Date, the Uncertificated Principal Balance of each REMIC Regular Interest (other than REMIC III Regular Interest LTI-IO, the REMIC VII Class Swap-I-IO Interest, the REMIC VI Regular Interest LTII-IO and the REMIC VII Class Swap-II-IO Interest) shall equal the amount set forth in the Preliminary Statement hereto as its initial Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of each REMIC Regular Interest (other than REMIC III Regular Interest LTI-IO, the REMIC VII Class Swap-I-IO Interest, the REMIC VI Regular Interest LTII-IO and the REMIC VII Class Swap-II-IO Interest) shall be reduced by all distributions of principal made on such REMIC Regular Interest on such Distribution Date and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses. The Uncertificated Principal Balance of REMIC III Regular Interest LTI-ZZ and REMIC VI Regular Interest LTII-ZZ shall be increased by interest deferrals as provided herein. The Uncertificated Principal Balance of each REMIC Regular Interest shall never be less than zero.

Uncertificated Notional Amount: With respect to REMIC III Regular Interest LTI-IO and each Distribution Date listed below, the aggregate Uncertificated Principal Balance of the REMIC II Regular Interests beginning with either I or II and ending with the designation “A” listed below; with respect to REMIC VI Regular Interest LTII-IO and each Distribution Date listed below, the aggregate Uncertificated Principal Balance of the REMIC V Regular Interests beginning with III and ending with the designation “A” listed below:


Distribution
Date		REMIC II or REMIC V Regular Interests
1		I-1-A through I-72-A, II-1-A through II-72-A and III-1-A through III-72-A
2		I-2-A through I-72-A, II-2-A through II-72-A and III-2-A through III-72-A
3		I-3-A through I-72-A, II-3-A through II-72-A and III-3-A through III-72-A
4		I-4-A through I-72-A, II-4-A through II-72-A and III-4-A through III-72-A
5		I-5-A through I-72-A, II-5-A through II-72-A and III-5-A through III-72-A
6		I-6-A through I-72-A, II-6-A through II-72-A and III-6-A through III-72-A
7		I-7-A through I-72-A, II-7-A through II-72-A and III-7-A through III-72-A
8		I-8-A through I-72-A, II-8-A through II-72-A and III-8-A through III-72-A
9		I-9-A through I-72-A, II-9-A through II-72-A and III-9-A through III-72-A
10		I-10-A through I-72-A, II-10-A through II-72-A and III-10-A through III-72-A
11		I-11-A through I-72-A, II-11-A through II-72-A and III-11-A through III-72-A
12		I-12-A through I-72-A, II-12-A through II-72-A and III-12-A through III-72-A
13		I-13-A through I-72-A, II-13-A through II-72-A and III-13-A through III-72-A
14		I-14-A through I-72-A, II-14-A through II-72-A and III-14-A through III-72-A
15		I-15-A through I-72-A, II-15-A through II-72-A and III-15-A through III-72-A
16		I-16-A through I-72-A, II-16-A through II-72-A and III-16-A through III-72-A
17		I-17-A through I-72-A, II-17-A through II-72-A and III-17-A through III-72-A
18		I-18-A through I-72-A, II-18-A through II-72-A and III-18-A through III-72-A
19		I-19-A through I-72-A, II-19-A through II-72-A and III-19-A through III-72-A
20		I-20-A through I-72-A, II-20-A through II-72-A and III-20-A through III-72-A
21		I-21-A through I-72-A, II-21-A through II-72-A and III-21-A through III-72-A
22		I-22-A through I-72-A, II-22-A through II-72-A and III-22-A through XXX-00-X

Xxxxxxx 0000-X
Xxxxxxx & Servicing Agreement


Distribution
Date	REMIC II or REMIC V Regular Interests
23	I-23-A through I-72-A, II-23-A through II-72-A and III-23-A through III-72-A
24	I-24-A through I-72-A, II-24-A through II-72-A and III-24-A through III-72-A
25	I-25-A through I-72-A, II-25-A through II-72-A and III-25-A through III-72-A
26	I-26-A through I-72-A, II-26-A through II-72-A and III-26-A through III-72-A
27	I-27-A through I-72-A, II-27-A through II-72-A and III-27-A through III-72-A
28	I-28-A through I-72-A, II-28-A through II-72-A and III-28-A through III-72-A
29	I-29-A through I-72-A, II-29-A through II-72-A and III-29-A through III-72-A
30	I-30-A through I-72-A, II-30-A through II-72-A and III-30-A through III-72-A
31	I-31-A through I-72-A, II-31-A through II-72-A and III-31-A through III-72-A
32	I-32-A through I-72-A, II-32-A through II-72-A and III-32-A through III-72-A
33	I-33-A through I-72-A, II-33-A through II-72-A and III-33-A through III-72-A
34	I-34-A through I-72-A, II-34-A through II-72-A and III-34-A through III-72-A
35	I-35-A through I-72-A, II-35-A through II-72-A and III-35-A through III-72-A
36	I-36-A through I-72-A, II-36-A through II-72-A and III-36-A through III-72-A
37	I-37-A through I-72-A, II-37-A through II-72-A and III-37-A through III-72-A
38	I-38-A through I-72-A, II-38-A through II-72-A and III-38-A through III-72-A
39	I-39-A through I-72-A, II-39-A through II-72-A and III-39-A through III-72-A
40	I-40-A through I-72-A, II-40-A through II-72-A and III-40-A through III-72-A
41	I-41-A through I-72-A, II-41-A through II-72-A and III-41-A through III-72-A
42	I-42-A through I-72-A, II-42-A through II-72-A and III-42-A through III-72-A
43	I-43-A through I-72-A, II-43-A through II-72-A and III-43-A through III-72-A
44	I-44-A through I-72-A, II-44-A through II-72-A and III-44-A through III-72-A
45	I-45-A through I-72-A, II-45-A through II-72-A and III-45-A through III-72-A
46	I-46-A through I-72-A, II-46-A through II-72-A and III-46-A through III-72-A
47	I-47-A through I-72-A, II-47-A through II-72-A and III-47-A through III-72-A
48	I-48-A through I-72-A, II-48-A through II-72-A and III-48-A through III-72-A
49	I-49-A through I-72-A, II-49-A through II-72-A and III-49-A through III-72-A
50	I-50-A through I-72-A, II-50-A through II-72-A and III-50-A through III-72-A
51	I-51-A through I-72-A, II-51-A through II-72-A and III-51-A through III-72-A
52	I-52-A through I-72-A, II-52-A through II-72-A and III-52-A through III-72-A
53	I-53-A through I-72-A, II-53-A through II-72-A and III-53-A through III-72-A
54	I-54-A through I-72-A, II-54-A through II-72-A and III-54-A through III-72-A
55	I-55-A through I-72-A, II-55-A through II-72-A and III-55-A through III-72-A
56	I-56-A through I-72-A, II-56-A through II-72-A and III-56-A through III-72-A
57	I-57-A through I-72-A, II-57-A through II-72-A and III-57-A through III-72-A
58	I-58-A through I-72-A, II-58-A through II-72-A and III-58-A through III-72-A
59	I-59-A through I-72-A, II-59-A through II-72-A and III-59-A through III-72-A
60	I-60-A through I-72-A, II-60-A through II-72-A and III-60-A through III-72-A
61	I-61-A through I-72-A, II-61-A through II-72-A and III-61-A through III-72-A
62	I-62-A through I-72-A, II-62-A through II-72-A and III-62-A through III-72-A
63	I-63-A through I-72-A, II-63-A through II-72-A and III-63-A through III-72-A
64	I-64-A through I-72-A, II-64-A through II-72-A and III-64-A through III-72-A
65	I-65-A through I-72-A, II-65-A through II-72-A and III-65-A through III-72-A
66	I-66-A through I-72-A, II-66-A through II-72-A and III-66-A through III-72-A
67	I-67-A through I-72-A, II-67-A through II-72-A and III-67-A through III-72-A
68	I-68-A through I-72-A, II-68-A through II-72-A and III-68-A through III-72-A
69	I-69-A through I-72-A, II-69-A through II-72-A and III-69-A through III-72-A
70	I-70-A through I-72-A, II-70-A through II-72-A and III-70-A through III-72-A
71	I-71-A and I-72-A, II-71-A and II-72-A and III-71-A and III-72-A
72	I-72-A, II-72-A and III-72-A
thereafter	$	0.00

With respect to the Class SWAP-I-IO Interest and any Distribution Date, an amount equal to the Uncertificated Notional Amount of the REMIC III Regular Interest LTI-IO. With respect to the Class SWAP-II-IO Interest and any Distribution Date, an amount equal to the Uncertificated Notional Amount of the REMIC VI Regular Interest LTII-IO.

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100

Uncertificated REMIC Pass-Through Rate: The Uncertificated REMIC I Pass-Through Rate, the Uncertificated REMIC II Pass-Through Rate, the Uncertificated REMIC III Pass-Through Rate, Uncertificated REMIC IV Pass-Through Rate, Uncertificated REMIC V Pass-Through Rate and the Uncertificated REMIC VI Pass-Through Rate.

Uncertificated REMIC I Pass-Through Rate: The interest rate for any REMIC I Regular Interest with respect to any Distribution Date (and the related Accrual Period) is a per annum rate equal to the weighted average of the Adjusted Net Mortgage Interest Rates of all the Mortgage Loans in the related Loan Group, which shall be the Group 1 Mortgage Loans in the case of REMIC I Regular Interest I-IML, and the Group 2 Mortgage Loans in the cas of REMIC I Regular Interest 2-IML.

Uncertificated REMIC II Pass-Through Rate: With respect to REMIC II Regular Interest I, a per annum rate equal to the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest 1-IML. With respect to each REMIC II Group 1 Regular Interest ending with the designation “A”, a per annum rate equal to the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest 1-IML multiplied by 2, subject to a maximum rate of 2 multiplied by the Pool I Fixed Payer Rate. With respect to each REMIC II Group 1 Regular Interest ending with the designation “B”, the greater of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied by the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest 1-IML over (ii) 2 multiplied by the Pool I Fixed Payer Rate and (y) 0.00%. With respect to REMIC II Regular Interest II, a per annum rate equal to the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest 2-IML. With respect to each REMIC II Group 2 Regular Interest ending with the designation “A”, a per annum rate equal to the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest 2-IML multiplied by 2, subject to a maximum rate of 2 multiplied by the Pool I Fixed Payer Rate. With respect to each REMIC II Group 2 Regular Interest ending with the designation “B”, the greater of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied by the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest 2-IML over (ii) 2 multiplied by the Pool I Fixed Payer Rate and (y) 0.00%.

Uncertificated REMIC III Pass-Through Rate: With respect to REMIC III Regular Interest LTI-AA, REMIC III Regular Interest LTI-1-A, REMIC III Regular Interest LTI-2-A-1, REMIC III Regular Interest LTI-2-A-2, REMIC III Regular Interest LTI-2-A-3, REMIC III Regular Interest LTI-2-A-4, REMIC III Regular Interest LTI-M-1, REMIC III Regular Interest LTI-M-2, REMIC III Regular Interest LTI-M-3, REMIC III Regular Interest LTI-M-4, REMIC III Regular Interest LTI-M-5, REMIC III Regular Interest LTI-M-6, REMIC III Regular Interest LTI-M-7, REMIC III Regular Interest LTI-M-8, REMIC III Regular Interest LTI-M-9, REMIC III Regular Interest LTI-M-10, REMIC III Regular Interest LTI-M-11, REMIC III Regular Interest LTI-ZZ, REMIC III Regular Interest LTI-1-SUB, REMIC III Regular Interest LTI-2-SUB, REMIC III Regular Interest LTI-XX and REMIC III Regular Interest LTI-P, a per annum rate (but not less than zero) equal to the weighted average of: (x) with respect to each REMIC II Regular Interest ending with the designation “B”, the weighted average of the Uncertificated REMIC II Pass-Through Rates for such REMIC II Regular Interests, weighted on the basis of the Uncertificated Principal Balances of such REMIC II Regular Interests for each such Distribution Date and (y) with respect to REMIC II Regular Interests ending with the designation “A”, for each Distribution Date listed below, the weighted average of the rates listed below for each such

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REMIC II Regular Interest listed below, weighted on the basis of the Uncertificated Principal Balances of each such REMIC II Regular Interest for each such Distribution Date:


Distribution
Date	REMIC II Regular Interest	Rate
1	I-1-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate

2	I-2-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	II-2-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate Uncertificated REMIC II Pass-Through Rate

	I-1-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A	Uncertificated REMIC II Pass-Through Rate

3	I-3-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	II-3-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate

	I-1-A and I-2-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A and II-2-A	Uncertificated REMIC II Pass-Through Rate

4	I-4-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	II-4-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-3-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-3-A	Uncertificated REMIC II Pass-Through Rate

5	I-5-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	II-5-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-4-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-4-A	Uncertificated REMIC II Pass-Through Rate

6	I-6-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	II-6-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-5-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-5-A	Uncertificated REMIC II Pass-Through Rate

7	I-7-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	II-7-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-6-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-6-A	Uncertificated REMIC II Pass-Through Rate

8	I-8-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	II-8-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-7-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-7-A	Uncertificated REMIC II Pass-Through Rate

9	I-9-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate

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Distribution
Date	REMIC II Regular Interest	Rate
	II-9-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-8-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-8-A	Uncertificated REMIC II Pass-Through Rate

10	I-10-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	II-10-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-9-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-9-A	Uncertificated REMIC II Pass-Through Rate

11	I-11-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	II-11-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-10-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-10-A	Uncertificated REMIC II Pass-Through Rate

12	I-12-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	II-12-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-11-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-11-A	Uncertificated REMIC II Pass-Through Rate

13	I-13-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	II-13-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-12-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-12-A	Uncertificated REMIC II Pass-Through Rate

14	I-14-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	II-14-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-13-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-13-A	Uncertificated REMIC II Pass-Through Rate

15	I-15-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	II-15-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-14-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-14-A	Uncertificated REMIC II Pass-Through Rate

16	I-16-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	II-16-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-15-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-15-A	Uncertificated REMIC II Pass-Through Rate

17	I-17-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	II-17-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-16-A	Uncertificated REMIC II Pass-Through Rate

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Distribution
Date	REMIC II Regular Interest	Rate
	II-1-A through II-16-A	Uncertificated REMIC II Pass-Through Rate

18	I-18-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-18-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-17-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-17-A	Uncertificated REMIC II Pass-Through Rate

19	I-19-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-19-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-18-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-18-A	Uncertificated REMIC II Pass-Through Rate

20	I-20-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-20-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-19-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-19-A	Uncertificated REMIC II Pass-Through Rate

21	I-21-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-21-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-20-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-20-A	Uncertificated REMIC II Pass-Through Rate

22	I-22-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-22-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-21-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-21-A	Uncertificated REMIC II Pass-Through Rate

23	I-23-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-23-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-22-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-22-A	Uncertificated REMIC II Pass-Through Rate

24	I-24-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-24-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-23-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-23-A	Uncertificated REMIC II Pass-Through Rate

25	I-25-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-25-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-24-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-24-A	Uncertificated REMIC II Pass-Through Rate

26	I-26-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

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Distribution
Date	REMIC II Regular Interest	Rate
	II-26-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-25-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-25-A	Uncertificated REMIC II Pass-Through Rate

27	I-27-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-27-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-26-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-26-A	Uncertificated REMIC II Pass-Through Rate

28	I-28-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-28-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-27-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-27-A	Uncertificated REMIC II Pass-Through Rate

29	I-29-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-29-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-28-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-28-A	Uncertificated REMIC II Pass-Through Rate

30	I-30-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-30-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-29-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-29-A	Uncertificated REMIC II Pass-Through Rate

31	I-31-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-31-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	III-31-A through III-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-30-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-30-A	Uncertificated REMIC II Pass-Through Rate

32	I-32-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-32-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-31-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-31-A	Uncertificated REMIC II Pass-Through Rate

33	I-33-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-33-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-32-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-32-A	Uncertificated REMIC II Pass-Through Rate

34	I-34-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-34-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

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Distribution
Date	REMIC II Regular Interest	Rate
	I-1-A through I-33-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-33-A	Uncertificated REMIC II Pass-Through Rate

35	I-35-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-35-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-34-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-34-A	Uncertificated REMIC II Pass-Through Rate

36	I-36-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-36-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-35-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-35-A	Uncertificated REMIC II Pass-Through Rate

37	I-37-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-37-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-36-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-36-A	Uncertificated REMIC II Pass-Through Rate

38	I-38-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-38-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-37-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-37-A	Uncertificated REMIC II Pass-Through Rate

39	I-39-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-39-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-38-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-38-A	Uncertificated REMIC II Pass-Through Rate

40	I-40-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-40-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-39-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-39-A	Uncertificated REMIC II Pass-Through Rate

41	I-41-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-41-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-40-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-40-A	Uncertificated REMIC II Pass-Through Rate

42	I-42-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-42-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-41-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-41-A	Uncertificated REMIC II Pass-Through Rate

43	I-43-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of

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Distribution
Date	REMIC II Regular Interest	Rate
		Uncertificated REMIC II Pass-Through Rate
	II-43-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-42-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-42-A	Uncertificated REMIC II Pass-Through Rate

44	I-44-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-44-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-43-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-43-A	Uncertificated REMIC II Pass-Through Rate

45	I-45-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-45-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-44-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-44-A	Uncertificated REMIC II Pass-Through Rate

46	I-46-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-46-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-45-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-45-A	Uncertificated REMIC II Pass-Through Rate

47	I-47-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-47-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-46-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-46-A	Uncertificated REMIC II Pass-Through Rate

48	I-48-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-48-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-47-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-47-A	Uncertificated REMIC II Pass-Through Rate

49	I-49-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-49-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-48-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-48-A	Uncertificated REMIC II Pass-Through Rate

50	I-50-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-50-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-49-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-49-A	Uncertificated REMIC II Pass-Through Rate

51	I-51-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-51-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

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Distribution
Date	REMIC II Regular Interest	Rate
	I-1-A and I-50-A	Uncertificated REMIC II Pass-Through Rate
	II-1-Aand II-50-A	Uncertificated REMIC II Pass-Through Rate

52	I-52-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-52-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-51-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-51-A	Uncertificated REMIC II Pass-Through Rate

53	I-53-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-53-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-52-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-52-A	Uncertificated REMIC II Pass-Through Rate

54	I-54-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-54-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-53-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-53-A	Uncertificated REMIC II Pass-Through Rate

55	I-55-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-55-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-54-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-54-A	Uncertificated REMIC II Pass-Through Rate

56	I-56-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-56-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-55-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-55-A	Uncertificated REMIC II Pass-Through Rate

57	I-57-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-57-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-56-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-56-A	Uncertificated REMIC II Pass-Through Rate

58	I-58-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-58-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-57-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-57-A	Uncertificated REMIC II Pass-Through Rate

59	I-59-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-59-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-58-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-58-A	Uncertificated REMIC II Pass-Through Rate

60	I-60-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of

Fremont 2006-B
Pooling & Servicing Agreement

108


Distribution
Date	REMIC II Regular Interest	Rate
		Uncertificated REMIC II Pass-Through Rate
	II-60-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-59-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-59-A	Uncertificated REMIC II Pass-Through Rate

61	I-61-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-61-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-60-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-60-A	Uncertificated REMIC II Pass-Through Rate

62	I-62-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-62-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-61-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-61-A	Uncertificated REMIC II Pass-Through Rate

63	I-63-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-63-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-62-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-62-A	Uncertificated REMIC II Pass-Through Rate

64	I-64-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-64-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-63-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-63-A	Uncertificated REMIC II Pass-Through Rate

65	I-65-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-65-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-64-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-64-A	Uncertificated REMIC II Pass-Through Rate

66	I-66-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-66-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-65-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-65-A	Uncertificated REMIC II Pass-Through Rate

67	I-67-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-67-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-68-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-68-A	Uncertificated REMIC II Pass-Through Rate

68	I-68-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-68-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

Fremont 2006-B
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Distribution
Date	REMIC II Regular Interest	Rate
	I-1-A through I-67-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-67-A	Uncertificated REMIC II Pass-Through Rate

69	I-69-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-69-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-68-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-68-A	Uncertificated REMIC II Pass-Through Rate

70	I-70-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-70-A through II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-69-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-69-A	Uncertificated REMIC II Pass-Through Rate

71	I-71-A and I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-71-A and II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-70-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-70-A	Uncertificated REMIC II Pass-Through Rate

72	I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	II-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

	I-1-A through I-71-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-71-A	Uncertificated REMIC II Pass-Through Rate

thereafter	I-1-A through I-72-A	Uncertificated REMIC II Pass-Through Rate
	II-1-A through II-72-A	Uncertificated REMIC II Pass-Through Rate

With respect to REMIC III Regular Interest LTI-1-GRP, a per annum rate (but not less than zero) equal to the weighted average of (x) with respect to REMIC II Group 1 Regular Interests ending with the designation “B”, the weighted average of the Uncertificated REMIC II Pass-Through Rates for such REMIC II Regular Interests, weighted on the basis of the Uncertificated Principal Balances of each such REMIC II Regular Interest for each such Distribution Date and (y) with respect to REMIC II Group 1 Regular Interests ending with the designation “A”, for each Distribution Date listed below, the weighted average of the rates listed below for such REMIC II Regular Interests listed below, weighted on the basis of the Uncertificated Principal Balances of each such REMIC II Regular Interest for each such Distribution Date:


Distribution
Date	REMIC II Regular Interest	Rate
1	I-1-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate

2	I-2-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	I-1-A	Uncertificated REMIC II Pass-Through Rate

3	I-3-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	I-1-A and I-2-A	Uncertificated REMIC II Pass-Through Rate

Fremont 2006-B
Pooling & Servicing Agreement

110


Distribution
Date	REMIC II Regular Interest	Rate
4	I-4-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-3-A	Uncertificated REMIC II Pass-Through Rate

5	I-5-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-4-A	Uncertificated REMIC II Pass-Through Rate

6	I-6-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-5-A	Uncertificated REMIC II Pass-Through Rate

7	I-7-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-6-A	Uncertificated REMIC II Pass-Through Rate

8	I-8-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-7-A	Uncertificated REMIC II Pass-Through Rate

9	I-9-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-8-A	Uncertificated REMIC II Pass-Through Rate

10	I-10-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-9-A	Uncertificated REMIC II Pass-Through Rate

11	I-11-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-10-A	Uncertificated REMIC II Pass-Through Rate

12	I-12-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-11-A	Uncertificated REMIC II Pass-Through Rate

13	I-13-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-12-A	Uncertificated REMIC II Pass-Through Rate

14	I-14-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-13-A	Uncertificated REMIC II Pass-Through Rate

15	I-15-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-14-A	Uncertificated REMIC II Pass-Through Rate

16	I-16-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-15-A	Uncertificated REMIC II Pass-Through Rate

17	I-17-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-16-A	Uncertificated REMIC II Pass-Through Rate

18	I-18-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-17-A	Uncertificated REMIC II Pass-Through Rate

19	I-19-A through I-72-A	2 multiplied by Pool I Swap LIBOR, subject to a maximum rate of
		Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-18-A	Unce

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FREMONT MORTGAGE SECURITIES CORPORATION, as Depositor, FREMONT INVESTMENT & LOAN, as Originator and Servicer, WELLS FARGO BANK, N.A., as Master Servicer and Trust Administrator, and HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee POOLING AND SERVICING...