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

Exhibit 4.1

EXECUTION COPY

FREMONT MORTGAGE SECURITIES CORPORATION,

as Depositor,

FREMONT INVESTMENT & LOAN,

as Sponsor, Originator and Servicer,

XXXXX FARGO BANK, N.A.,

as Master Servicer, Trust Administrator and Swap Administrator,

and

HSBC BANK USA, NATIONAL ASSOCIATION,

as Trustee

POOLING AND SERVICING AGREEMENT

Dated as of November 1, 2006

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

TABLE OF CONTENTS


		Page
ARTICLE I DEFINITIONS			15

Section 1.01.	Definitions		15

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES			85

Section 2.01.	Conveyance of Mortgage Loans		85
Section 2.02.	Acceptance by the Trustee or Trust Administrator of the Mortgage Loans		89
Section 2.03.	Representations, Warranties and Covenants of the Originator and the Servicer		90
Section 2.04.	Delivery of Opinion of Counsel in Connection with Substitution; Non-Qualified Mortgages		93
Section 2.05.	Execution and Delivery of Certificates		93
Section 2.06.	Representations and Warranties of the Depositor		94
Section 2.07.	Representations, Warranties and Covenants of the Servicer, the Originator and the Master Servicer		95

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS			100

Section 3.01.	Servicer to Service Mortgage Loans		100
Section 3.02.	Subservicing Agreements between the Servicer and Subservicers		102
Section 3.03.	Successor Subservicers		103
Section 3.04.	Liability of the Servicer		104
Section 3.05.	No Contractual Relationship between Subservicers and the Trustee, Master Servicer, Swap Administrator, Trust Administrator, the NIM Insurer or Certificateholder		104
Section 3.06.	Assumption or Termination of Subservicing Agreements by Master Servicer, Trustee or Trust Administrator		104
Section 3.07.	Collection of Certain Mortgage Loan Payments		105
Section 3.08.	Subservicing Accounts		106
Section 3.09.	Collection of Taxes, Assessments and Similar Items; Escrow Accounts		106
Section 3.10.	Collection Account		107
Section 3.11.	Withdrawals from the Collection Account and Distribution Account		109
Section 3.12.	Investment of Funds in the Collection Account and the Distribution Account		110
Section 3.13.	Maintenance of Hazard Insurance, Errors and Omissions and Fidelity Coverage		112
Section 3.14.	Enforcement of Due-on-Sale Clauses; Assumption Agreements		113
Section 3.15.	Realization upon Defaulted Mortgage Loans		114
Section 3.16.	Release of Mortgage Files		116
Section 3.17.	Title, Conservation and Disposition of REO Property		117
Section 3.18.	Notification of Adjustments		119
Section 3.19.	Access to Certain Documentation and Information Regarding the Mortgage Loans		119

Fremont 2006-D
Pooling & Servicing Agreement


		Page
Section 3.20.	Documents, Records and Funds in Possession of the Servicer to Be Held for the Trustee		119
Section 3.21.	Servicing Compensation		120
Section 3.22.	Annual Statement as to Compliance		120
Section 3.23.	Report on Assessment of Compliance and Attestation		121
Section 3.24.	Master Servicer to Act as Servicer		123
Section 3.25.	Compensating Interest		123
Section 3.26.	Credit Reporting; Xxxxx-Xxxxx-Xxxxxx Act		123
Section 3.27.	Net WAC Rate Carryover Reserve Account; Distribution Account; Swap Account; Interest Coverage Account		124
Section 3.28.	Optional Purchase of Delinquent Mortgage Loans		127
Section 3.29.	REMIC-Related Covenants		128
Section 3A.01	Master Servicer		128
Section 3A.02	REMIC-Related Covenants		129
Section 3A.03	Monitoring of Servicer		129
Section 3A.04	Fidelity Bond		130
Section 3A.05	Power to Act; Procedures		130
Section 3A.06	Due-on-Sale Clauses; Assumption Agreements		131
Section 3A.07	Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee		131
Section 3A.08	[RESERVED]		132
Section 3A.09	Compensation for the Master Servicer		132
Section 3A.10	[RESERVED]		132
Section 3A.11	[RESERVED]		132
Section 3A.12	Obligation of the Master Servicer in Respect of Prepayment Interest Shortfalls		132

ARTICLE IV DISTRIBUTIONS AND ADVANCES BY THE SERVICER			132

Section 4.01.	Advances		132
Section 4.02.	Priorities of Distribution		134
Section 4.03.	Monthly Statements to Certificateholders		143
Section 4.04.	Certain Matters Relating to the Determination of LIBOR		147
Section 4.05.	Allocation of Realized Loss Amounts		147
Section 4.06.	Compliance with Withholding Requirements		148
Section 4.07.	Commission Reporting		148
Section 4.08.	REMIC Distributions and Allocation of Losses		156

ARTICLE V THE CERTIFICATES			164

Section 5.01.	The Certificates		164
Section 5.02.	Certificate Register; Registration of Transfer and Exchange of Certificates		165
Section 5.03.	Mutilated, Destroyed, Lost or Stolen Certificates		170
Section 5.04.	Persons Deemed Owners		170
Section 5.05.	Access to List of Certificateholders’ Names and Addresses		170
Section 5.06.	Maintenance of Office or Agency		171

Fremont 2006-D
Pooling & Servicing Agreement


		Page
ARTICLE VI THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SWAP ADMINISTRATOR AND THE SERVICER			171

Section 6.01.	Respective Liabilities of the Depositor, the Originator, the Master Servicer, the Swap Administrator and the Servicer		171
Section 6.02.	Merger or Consolidation of the Depositor, the Originator, the Master Servicer, the Swap Administrator or the Servicer		171
Section 6.03.	Limitation on Liability of the Depositor, the Originator, the Master Servicer, the Swap Administrator, the Trust Administrator, the Servicer and Others		172
Section 6.04.	Limitation on Resignation of the Servicer		173
Section 6.05.	Additional Indemnification by the Servicer; Third Party Claims		173
Section 6.06.	Rights of the Depositor, the Master Servicer, the Swap Administrator, the NIM Insurer, the Trust Administrator and the Trustee in Respect of the Servicer		173
Section 6.07.	Limitation on Resignation of the Master Servicer		174
Section 6.08.	Assignment of Master Servicing		175

ARTICLE VII DEFAULT			175

Section 7.01.	Events of Default		175
Section 7.02.	Master Servicer to Act; Appointment of Successor		181
Section 7.03.	Notification to Certificateholders		183

ARTICLE VIII CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR			183

Section 8.01.	Duties of the Trustee and Trust Administrator		183
Section 8.02.	Certain Matters Affecting the Trustee and the Trust Administrator		184
Section 8.03.	Neither the Trustee Nor the Trust Administrator Liable for Certificates or Mortgage Loans		186
Section 8.04.	Trustee and Trust Administrator May Own Certificates		187
Section 8.05.	Fees and Expenses of the Trustee and Trust Administrator		187
Section 8.06.	Eligibility Requirements for the Trustee and Trust Administrator		188
Section 8.07.	Resignation and Removal of the Trustee or Trust Administrator		188
Section 8.08.	Successor Trustee or Trust Administrator		189
Section 8.09.	Merger or Consolidation of the Trustee or the Trust Administrator		190
Section 8.10.	Appointment of Co-Trustee or Separate Trustee		190
Section 8.11.	Representations and Warranties of the Trustee, Trust Administrator and Swap Administrator

ARTICLE IX TERMINATION			193

Section 9.01.	Termination upon Liquidation or Purchase of the Mortgage Loans		193
Section 9.02.	Final Distribution on the Certificates		193
Section 9.03.	Additional Termination Requirements		195

ARTICLE X MISCELLANEOUS PROVISIONS			195

Section 10.01.	Amendment		195

Fremont 2006-D
Pooling & Servicing Agreement

iii


		Page
Section 10.02.	Recordation of Agreement; Counterparts		198
Section 10.03.	Governing Law		198
Section 10.04.	Intention of Parties		198
Section 10.05.	Notices		199
Section 10.06.	Severability of Provisions		200
Section 10.07.	Assignment; Sales; Advance Facilities		200
Section 10.08.	Limitation on Rights of Certificateholders		201
Section 10.09.	Inspection and Audit Rights		202
Section 10.10.	Certificates Nonassessable and Fully Paid		203
Section 10.11.	Waiver of Jury Trial		203
Section 10.12.	Benefit of Agreement		203
Section 10.13.	Purposes and Powers of the Trust		203

ARTICLE XI REMIC PROVISIONS			204

Section 11.01.	REMIC Administration		204
Section 11.02.	Prohibited Transactions and Activities		207
Section 11.03.	Indemnification		208
Section 11.04.	Rights of the NIM Insurer		208
Section 11.05.	Third-Party Beneficiaries		209

SCHEDULES


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

EXHIBITS


Exhibit A		Form of Class A and Class M
Exhibit B		Form of Class P Certificate
Exhibit C		Form of Class R Certificate
Exhibit D		Form of Class C Certificate
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

Fremont 2006-D
Pooling & Servicing Agreement


Exhibit K		Form of Contents for Each Mortgage File
Exhibit L		Power of Attorney
Exhibit M		Form of Trust Administrator Certification
Exhibit N		[Reserved]
Exhibit O		Purchase Agreement
Exhibit P		Standard & Poor’s LEVELS® Glossary
Exhibit Q		Form of Calculation of Realized Loss
Exhibit R		Form of Additional Disclosure Notification
Exhibit S		Relevant Servicing Criteria
Exhibit T		Form 10-D, Form 8-K and Form 10-K Reporting Responsibility

Fremont 2006-D
Pooling & Servicing Agreement

THIS POOLING AND SERVICING AGREEMENT, dated as of November 1, 2006, among FREMONT MORTGAGE SECURITIES CORP., as depositor (the “Depositor”), FREMONT INVESTMENT & LOAN, as originator, sponsor and servicer (the “Originator,” “Sponsor” and the “Servicer”, as applicable; and together “Fremont”), and XXXXX FARGO BANK, N.A., as master servicer, trust administrator and swap administrator (the “Master Servicer”, the “Trust Administrator” and the “Swap 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 eighteen Classes of Certificates, designated as (i) the Class 1-A1 Certificates, (ii) the Class 2-A1, Class 2-A2, Class 2-A3 and Class 2-A4 Certificates, (iii) the Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8, Class M9 and Class M10 Certificates, (iv) the Class C Certificates, (v) the Class P Certificates and (vi) the Class R Certificates. The descriptions of REMIC I, REMIC II, and REMIC III 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 Trust Fund, other than the Swap Agreement, the Swap Account, the Net WAC Rate Carryover Reserve Account, the Interest Coverage Account, any Net WAC Rate Carryover Amounts 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-D
Pooling & Servicing Agreement


	Initial Uncertificated		Uncertificated REMIC I	Latest Possible
Designation	Balance		Pass-Through Rate	Maturity Date⁽¹⁾
I	$	20,014,175.22	Variable (2)	November 2036
I-1-A	$	4,281,847.86	Variable (2)	November 2036
I-1-B	$	4,281,847.86	Variable (2)	November 2036
I-2-A	$	4,933,603.23	Variable (2)	November 2036
I-2-B	$	4,933,603.23	Variable (2)	November 2036
I-3-A	$	5,574,150.48	Variable (2)	November 2036
I-3-B	$	5,574,150.48	Variable (2)	November 2036
I-4-A	$	6,199,714.84	Variable (2)	November 2036
I-4-B	$	6,199,714.84	Variable (2)	November 2036
I-5-A	$	6,806,611.29	Variable (2)	November 2036
I-5-B	$	6,806,611.29	Variable (2)	November 2036
I-6-A	$	7,391,907.17	Variable (2)	November 2036
I-6-B	$	7,391,907.17	Variable (2)	November 2036
I-7-A	$	7,946,830.97	Variable (2)	November 2036
I-7-B	$	7,946,830.97	Variable (2)	November 2036
I-8-A	$	8,458,339.12	Variable (2)	November 2036
I-8-B	$	8,458,339.12	Variable (2)	November 2036
I-9-A	$	8,915,781.02	Variable (2)	November 2036
I-9-B	$	8,915,781.02	Variable (2)	November 2036
I-10-A	$	9,076,500.86	Variable (2)	November 2036
I-10-B	$	9,076,500.86	Variable (2)	November 2036
I-11-A	$	8,822,521.37	Variable (2)	November 2036
I-11-B	$	8,822,521.37	Variable (2)	November 2036
I-12-A	$	8,575,717.69	Variable (2)	November 2036
I-12-B	$	8,575,717.69	Variable (2)	November 2036
I-13-A	$	8,337,371.43	Variable (2)	November 2036
I-13-B	$	8,337,371.43	Variable (2)	November 2036
I-14-A	$	8,109,765.51	Variable (2)	November 2036
I-14-B	$	8,109,765.51	Variable (2)	November 2036
I-15-A	$	7,891,669.35	Variable (2)	November 2036
I-15-B	$	7,891,669.35	Variable (2)	November 2036
I-16-A	$	7,674,840.67	Variable (2)	November 2036
I-16-B	$	7,674,840.67	Variable (2)	November 2036
I-17-A	$	7,524,572.89	Variable (2)	November 2036
I-17-B	$	7,524,572.89	Variable (2)	November 2036
I-18-A	$	7,486,680.78	Variable (2)	November 2036
I-18-B	$	7,486,680.78	Variable (2)	November 2036
I-19-A	$	7,526,879.80	Variable (2)	November 2036
I-19-B	$	7,526,879.80	Variable (2)	November 2036

Fremont 2006-D
Pooling & Servicing Agreement


	Initial Uncertificated		Uncertificated REMIC I	Latest Possible
Designation	Balance		Pass-Through Rate	Maturity Date⁽¹⁾
I-20-A	$	11,320,661.05	Variable (2)	November 2036
I-20-B	$	11,320,661.05	Variable (2)	November 2036
I-21-A	$	59,673,028.45	Variable (2)	November 2036
I-21-B	$	59,673,028.45	Variable (2)	November 2036
I-22-A	$	88,068,746.26	Variable (2)	November 2036
I-22-B	$	88,068,746.26	Variable (2)	November 2036
I-23-A	$	2,388,756.29	Variable (2)	November 2036
I-23-B	$	2,388,756.29	Variable (2)	November 2036
I-24-A	$	2,281,017.17	Variable (2)	November 2036
I-24-B	$	2,281,017.17	Variable (2)	November 2036
I-25-A	$	2,101,886.36	Variable (2)	November 2036
I-25-B	$	2,101,886.36	Variable (2)	November 2036
I-26-A	$	1,740,979.76	Variable (2)	November 2036
I-26-B	$	1,740,979.76	Variable (2)	November 2036
I-27-A	$	1,696,484.11	Variable (2)	November 2036
I-27-B	$	1,696,484.11	Variable (2)	November 2036
I-28-A	$	1,653,185.25	Variable (2)	November 2036
I-28-B	$	1,653,185.25	Variable (2)	November 2036
I-29-A	$	1,611,048.76	Variable (2)	November 2036
I-29-B	$	1,611,048.76	Variable (2)	November 2036
I-30-A	$	1,579,293.02	Variable (2)	November 2036
I-30-B	$	1,579,293.02	Variable (2)	November 2036
I-31-A	$	1,572,304.08	Variable (2)	November 2036
I-31-B	$	1,572,304.08	Variable (2)	November 2036
I-32-A	$	1,739,310.28	Variable (2)	November 2036
I-32-B	$	1,739,310.28	Variable (2)	November 2036
I-33-A	$	3,318,700.42	Variable (2)	November 2036
I-33-B	$	3,318,700.42	Variable (2)	November 2036
I-34-A	$	7,981,833.46	Variable (2)	November 2036
I-34-B	$	7,981,833.46	Variable (2)	November 2036
I-35-A	$	1,070,097.92	Variable (2)	November 2036
I-35-B	$	1,070,097.92	Variable (2)	November 2036
I-36-A	$	1,046,268.52	Variable (2)	November 2036
I-36-B	$	1,046,268.52	Variable (2)	November 2036
I-37-A	$	1,022,972.66	Variable (2)	November 2036
I-37-B	$	1,022,972.66	Variable (2)	November 2036
I-38-A	$	1,000,197.44	Variable (2)	November 2036
I-38-B	$	1,000,197.44	Variable (2)	November 2036
I-39-A	$	977,930.56	Variable (2)	November 2036

Fremont 2006-D
Pooling & Servicing Agreement


	Initial Uncertificated		Uncertificated REMIC I	Latest Possible
Designation	Balance		Pass-Through Rate	Maturity Date⁽¹⁾
I-39-B	$	977,930.56	Variable (2)	November 2036
I-40-A	$	956,160.35	Variable (2)	November 2036
I-40-B	$	956,160.35	Variable (2)	November 2036
I-41-A	$	934,876.96	Variable (2)	November 2036
I-41-B	$	934,876.96	Variable (2)	November 2036
I-42-A	$	914,068.72	Variable (2)	November 2036
I-42-B	$	914,068.72	Variable (2)	November 2036
I-43-A	$	893,724.57	Variable (2)	November 2036
I-43-B	$	893,724.57	Variable (2)	November 2036
I-44-A	$	873,834.06	Variable (2)	November 2036
I-44-B	$	873,834.06	Variable (2)	November 2036
I-45-A	$	854,387.34	Variable (2)	November 2036
I-45-B	$	854,387.34	Variable (2)	November 2036
I-46-A	$	835,375.21	Variable (2)	November 2036
I-46-B	$	835,375.21	Variable (2)	November 2036
I-47-A	$	816,785.98	Variable (2)	November 2036
I-47-B	$	816,785.98	Variable (2)	November 2036
I-48-A	$	798,611.04	Variable (2)	November 2036
I-48-B	$	798,611.04	Variable (2)	November 2036
I-49-A	$	780,841.80	Variable (2)	November 2036
I-49-B	$	780,841.80	Variable (2)	November 2036
I-50-A	$	763,468.41	Variable (2)	November 2036
I-50-B	$	763,468.41	Variable (2)	November 2036
I-51-A	$	746,482.27	Variable (2)	November 2036
I-51-B	$	746,482.27	Variable (2)	November 2036
I-52-A	$	729,874.16	Variable (2)	November 2036
I-52-B	$	729,874.16	Variable (2)	November 2036
I-53-A	$	713,636.09	Variable (2)	November 2036
I-53-B	$	713,636.09	Variable (2)	November 2036
I-54-A	$	697,759.45	Variable (2)	November 2036
I-54-B	$	697,759.45	Variable (2)	November 2036
I-55-A	$	682,236.25	Variable (2)	November 2036
I-55-B	$	682,236.25	Variable (2)	November 2036
I-56-A	$	682,623.50	Variable (2)	November 2036
I-56-B	$	682,623.50	Variable (2)	November 2036
I-57-A	$	791,202.89	Variable (2)	November 2036
I-57-B	$	791,202.89	Variable (2)	November 2036
I-58-A	$	803,001.11	Variable (2)	November 2036
I-58-B	$	803,001.11	Variable (2)	November 2036

Fremont 2006-D
Pooling & Servicing Agreement


	Initial Uncertificated		Uncertificated REMIC I	Latest Possible
Designation	Balance		Pass-Through Rate	Maturity Date⁽¹⁾
I-59-A	$	612,139.07	Variable (2)	November 2036
I-59-B	$	612,139.07	Variable (2)	November 2036
I-60-A	$	598,672.61	Variable (2)	November 2036
I-60-B	$	598,672.61	Variable (2)	November 2036
I-61-A	$	585,499.34	Variable (2)	November 2036
I-61-B	$	585,499.34	Variable (2)	November 2036
I-62-A	$	572,615.60	Variable (2)	November 2036
I-62-B	$	572,615.60	Variable (2)	November 2036
I-63-A	$	560,012.14	Variable (2)	November 2036
I-63-B	$	560,012.14	Variable (2)	November 2036
I-64-A	$	547,684.07	Variable (2)	November 2036
I-64-B	$	547,684.07	Variable (2)	November 2036
I-65-A	$	535,626.45	Variable (2)	November 2036
I-65-B	$	535,626.45	Variable (2)	November 2036
I-66-A	$	523,831.31	Variable (2)	November 2036
I-66-B	$	523,831.31	Variable (2)	November 2036
I-67-A	$	512,294.33	Variable (2)	November 2036
I-67-B	$	512,294.33	Variable (2)	November 2036
I-68-A	$	501,009.99	Variable (2)	November 2036
I-68-B	$	501,009.99	Variable (2)	November 2036
I-69-A	$	489,972.13	Variable (2)	November 2036
I-69-B	$	489,972.13	Variable (2)	November 2036
I-70-A	$	479,175.23	Variable (2)	November 2036
I-70-B	$	479,175.23	Variable (2)	November 2036
I-71-A	$	20,997,716.06	Variable (2)	November 2036
I-71-B	$	20,997,716.06	Variable (2)	November 2036
II	$	20,686,045.90	Variable (2)	November 2036
II-1-A	$	4,425,588.39	Variable (2)	November 2036
II-1-B	$	4,425,588.39	Variable (2)	November 2036
II-2-A	$	5,099,223.02	Variable (2)	November 2036
II-2-B	$	5,099,223.02	Variable (2)	November 2036
II-3-A	$	5,761,273.27	Variable (2)	November 2036
II-3-B	$	5,761,273.27	Variable (2)	November 2036
II-4-A	$	6,407,837.66	Variable (2)	November 2036
II-4-B	$	6,407,837.66	Variable (2)	November 2036
II-5-A	$	7,035,107.46	Variable (2)	November 2036
II-5-B	$	7,035,107.46	Variable (2)	November 2036
II-6-A	$	7,640,051.58	Variable (2)	November 2036
II-6-B	$	7,640,051.58	Variable (2)	November 2036

Fremont 2006-D
Pooling & Servicing Agreement


	Initial Uncertificated		Uncertificated REMIC I	Latest Possible
Designation	Balance		Pass-Through Rate	Maturity Date⁽¹⁾
II-7-A	$	8,213,604.03	Variable (2)	November 2036
II-7-B	$	8,213,604.03	Variable (2)	November 2036
II-8-A	$	8,742,283.38	Variable (2)	November 2036
II-8-B	$	8,742,283.38	Variable (2)	November 2036
II-9-A	$	9,215,081.48	Variable (2)	November 2036
II-9-B	$	9,215,081.48	Variable (2)	November 2036
II-10-A	$	9,381,196.64	Variable (2)	November 2036
II-10-B	$	9,381,196.64	Variable (2)	November 2036
II-11-A	$	9,118,691.13	Variable (2)	November 2036
II-11-B	$	9,118,691.13	Variable (2)	November 2036
II-12-A	$	8,863,602.31	Variable (2)	November 2036
II-12-B	$	8,863,602.31	Variable (2)	November 2036
II-13-A	$	8,617,254.82	Variable (2)	November 2036
II-13-B	$	8,617,254.82	Variable (2)	November 2036
II-14-A	$	8,382,008.24	Variable (2)	November 2036
II-14-B	$	8,382,008.24	Variable (2)	November 2036
II-15-A	$	8,156,590.65	Variable (2)	November 2036
II-15-B	$	8,156,590.65	Variable (2)	November 2036
II-16-A	$	7,932,483.08	Variable (2)	November 2036
II-16-B	$	7,932,483.08	Variable (2)	November 2036
II-17-A	$	7,777,170.86	Variable (2)	November 2036
II-17-B	$	7,777,170.86	Variable (2)	November 2036
II-18-A	$	7,738,006.72	Variable (2)	November 2036
II-18-B	$	7,738,006.72	Variable (2)	November 2036
II-19-A	$	7,779,555.20	Variable (2)	November 2036
II-19-B	$	7,779,555.20	Variable (2)	November 2036
II-20-A	$	11,700,692.70	Variable (2)	November 2036
II-20-B	$	11,700,692.70	Variable (2)	November 2036
II-21-A	$	61,676,236.55	Variable (2)	November 2036
II-21-B	$	61,676,236.55	Variable (2)	November 2036
II-22-A	$	91,025,191.24	Variable (2)	November 2036
II-22-B	$	91,025,191.24	Variable (2)	November 2036
II-23-A	$	2,468,946.21	Variable (2)	November 2036
II-23-B	$	2,468,946.21	Variable (2)	November 2036
II-24-A	$	2,357,590.33	Variable (2)	November 2036
II-24-B	$	2,357,590.33	Variable (2)	November 2036
II-25-A	$	2,172,446.14	Variable (2)	November 2036
II-25-B	$	2,172,446.14	Variable (2)	November 2036
II-26-A	$	1,799,423.99	Variable (2)	November 2036

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Pooling & Servicing Agreement


	Initial Uncertificated		Uncertificated REMIC I	Latest Possible
Designation	Balance		Pass-Through Rate	Maturity Date⁽¹⁾
II-26-B	$	1,799,423.99	Variable (2)	November 2036
II-27-A	$	1,753,434.64	Variable (2)	November 2036
II-27-B	$	1,753,434.64	Variable (2)	November 2036
II-28-A	$	1,708,682.25	Variable (2)	November 2036
II-28-B	$	1,708,682.25	Variable (2)	November 2036
II-29-A	$	1,665,131.24	Variable (2)	November 2036
II-29-B	$	1,665,131.24	Variable (2)	November 2036
II-30-A	$	1,632,309.48	Variable (2)	November 2036
II-30-B	$	1,632,309.48	Variable (2)	November 2036
II-31-A	$	1,625,085.92	Variable (2)	November 2036
II-31-B	$	1,625,085.92	Variable (2)	November 2036
II-32-A	$	1,797,698.47	Variable (2)	November 2036
II-32-B	$	1,797,698.47	Variable (2)	November 2036
II-33-A	$	3,430,108.33	Variable (2)	November 2036
II-33-B	$	3,430,108.33	Variable (2)	November 2036
II-34-A	$	8,249,781.54	Variable (2)	November 2036
II-34-B	$	8,249,781.54	Variable (2)	November 2036
II-35-A	$	1,106,020.83	Variable (2)	November 2036
II-35-B	$	1,106,020.83	Variable (2)	November 2036
II-36-A	$	1,081,391.48	Variable (2)	November 2036
II-36-B	$	1,081,391.48	Variable (2)	November 2036
II-37-A	$	1,057,313.59	Variable (2)	November 2036
II-37-B	$	1,057,313.59	Variable (2)	November 2036
II-38-A	$	1,033,773.81	Variable (2)	November 2036
II-38-B	$	1,033,773.81	Variable (2)	November 2036
II-39-A	$	1,010,759.44	Variable (2)	November 2036
II-39-B	$	1,010,759.44	Variable (2)	November 2036
II-40-A	$	988,258.40	Variable (2)	November 2036
II-40-B	$	988,258.40	Variable (2)	November 2036
II-41-A	$	966,260.54	Variable (2)	November 2036
II-41-B	$	966,260.54	Variable (2)	November 2036
II-42-A	$	944,753.78	Variable (2)	November 2036
II-42-B	$	944,753.78	Variable (2)	November 2036
II-43-A	$	923,726.68	Variable (2)	November 2036
II-43-B	$	923,726.68	Variable (2)	November 2036
II-44-A	$	903,168.44	Variable (2)	November 2036
II-44-B	$	903,168.44	Variable (2)	November 2036
II-45-A	$	883,068.91	Variable (2)	November 2036
II-45-B	$	883,068.91	Variable (2)	November 2036

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Pooling & Servicing Agreement


	Initial Uncertificated		Uncertificated REMIC I	Latest Possible
Designation	Balance		Pass-Through Rate	Maturity Date⁽¹⁾
II-46-A	$	863,418.54	Variable (2)	November 2036
II-46-B	$	863,418.54	Variable (2)	November 2036
II-47-A	$	844,205.27	Variable (2)	November 2036
II-47-B	$	844,205.27	Variable (2)	November 2036
II-48-A	$	825,420.21	Variable (2)	November 2036
II-48-B	$	825,420.21	Variable (2)	November 2036
II-49-A	$	807,054.45	Variable (2)	November 2036
II-49-B	$	807,054.45	Variable (2)	November 2036
II-50-A	$	789,097.84	Variable (2)	November 2036
II-50-B	$	789,097.84	Variable (2)	November 2036
II-51-A	$	771,541.48	Variable (2)	November 2036
II-51-B	$	771,541.48	Variable (2)	November 2036
II-52-A	$	754,375.84	Variable (2)	November 2036
II-52-B	$	754,375.84	Variable (2)	November 2036
II-53-A	$	737,592.66	Variable (2)	November 2036
II-53-B	$	737,592.66	Variable (2)	November 2036
II-54-A	$	721,183.05	Variable (2)	November 2036
II-54-B	$	721,183.05	Variable (2)	November 2036
II-55-A	$	705,138.75	Variable (2)	November 2036
II-55-B	$	705,138.75	Variable (2)	November 2036
II-56-A	$	705,539.00	Variable (2)	November 2036
II-56-B	$	705,539.00	Variable (2)	November 2036
II-57-A	$	817,763.36	Variable (2)	November 2036
II-57-B	$	817,763.36	Variable (2)	November 2036
II-58-A	$	829,957.64	Variable (2)	November 2036
II-58-B	$	829,957.64	Variable (2)	November 2036
II-59-A	$	632,688.43	Variable (2)	November 2036
II-59-B	$	632,688.43	Variable (2)	November 2036
II-60-A	$	618,769.89	Variable (2)	November 2036
II-60-B	$	618,769.89	Variable (2)	November 2036
II-61-A	$	605,154.41	Variable (2)	November 2036
II-61-B	$	605,154.41	Variable (2)	November 2036
II-62-A	$	591,838.15	Variable (2)	November 2036
II-62-B	$	591,838.15	Variable (2)	November 2036
II-63-A	$	578,811.61	Variable (2)	November 2036
II-63-B	$	578,811.61	Variable (2)	November 2036
II-64-A	$	566,069.68	Variable (2)	November 2036
II-64-B	$	566,069.68	Variable (2)	November 2036
II-65-A	$	553,607.30	Variable (2)	November 2036

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Pooling & Servicing Agreement


	Initial Uncertificated		Uncertificated REMIC I	Latest Possible
Designation	Balance		Pass-Through Rate	Maturity Date⁽¹⁾
II-65-B	$	553,607.30	Variable (2)	November 2036
II-66-A	$	541,416.19	Variable (2)	November 2036
II-66-B	$	541,416.19	Variable (2)	November 2036
II-67-A	$	529,491.92	Variable (2)	November 2036
II-67-B	$	529,491.92	Variable (2)	November 2036
II-68-A	$	517,828.76	Variable (2)	November 2036
II-68-B	$	517,828.76	Variable (2)	November 2036
II-69-A	$	506,420.37	Variable (2)	November 2036
II-69-B	$	506,420.37	Variable (2)	November 2036
II-70-A	$	495,261.02	Variable (2)	November 2036
II-70-B	$	495,261.02	Variable (2)	November 2036
II-71-A	$	21,702,603.94	Variable (2)	November 2036
II-71-B	$	21,702,603.94	Variable (2)	November 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.

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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.


			Uncertificated
	Initial Uncertificated		REMIC II Pass-	Latest Possible
Designation	Balance		Through Rate	Maturity Date (1)
LTAA	$	773,587,824.17	Variable⁽²⁾	November 2036
LT1-A1	$	3,012,065.00	Variable⁽²⁾	November 2036
LT2-A1	$	1,501,890.00	Variable⁽²⁾	November 2036
LT2-A2	$	658,580.00	Variable⁽²⁾	November 2036
LT2-A3	$	731,105.00	Variable⁽²⁾	November 2036
LT2-A4	$	242,120.00	Variable⁽²⁾	November 2036
LTM1	$	370,660.00	Variable⁽²⁾	November 2036
LTM2	$	358,705.00	Variable⁽²⁾	November 2036
LTM3	$	131,525.00	Variable⁽²⁾	November 2036
LTM4	$	151,450.00	Variable⁽²⁾	November 2036
LTM5	$	135,510.00	Variable⁽²⁾	November 2036
LTM6	$	95,655.00	Variable⁽²⁾	November 2036
LTM7	$	87,685.00	Variable⁽²⁾	November 2036
LTM8	$	71,740.00	Variable⁽²⁾	November 2036
LTM9	$	95,655.00	Variable⁽²⁾	November 2036
LTM10	$	119,570.00	Variable⁽²⁾	November 2036
LTZZ	$	8,023,592.64	Variable⁽²⁾	November 2036
LTIO	$	100.00	Variable⁽²⁾	November 2036
LTP	$	77,634.46	Variable⁽²⁾	November 2036
LT1SUB	$	17,393.16	Variable⁽²⁾	November 2036
LT1GRP	$	80,240.63	Variable⁽²⁾	November 2036
LT2SUB	$	17,566.73	Variable⁽²⁾	November 2036
LT2GRP	$	789,182,596.84	Variable⁽²⁾	November 2036
LTXX	$	773,587,824.17	Variable⁽²⁾	November 2036

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Pooling & Servicing Agreement


(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.

(3)		REMIC II Regular Interest LTIO will not have an Uncertificated Balance, but will accrue interest on its Uncertificated Notional Amount .

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Pooling & Servicing Agreement

REMIC III

As provided herein, the Trust Administrator shall make an election 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 will be designated as “REMIC III.” The Class R-III Interest represents the sole Class of “residual interests” in REMIC III for purposes of the REMIC Provisions. Interest on each Class listed below (other than the Class C Certificate or Class P Certificate) will be calculated on the basis of the actual number of days in the related Accrual Period and a 360-day year. Interest on the Class C Certificate will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

Each Class listed below represents ownership of a Regular Interest in REMIC III 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 or the right to receive payments from the Swap Account and Net WAC Rate Carryover Reserve Account. The Class P REMIC III Regular Interest does not represent rights or obligations in respect of (i) or (ii) above. The Class P REMIC III Regular Interest represents (i) a Regular Interest in REMIC III and (ii) the right to receive Servicer Prepayment Payment Amounts. The entitlement to principal, if applicable, of the Regular Interest which corresponds to its related 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, Pass-Through Rate and initial Class Certificate Balance or the REMIC III Uncertificated Balance for each Class of REMIC III Regular Interests comprising the “Regular Interests” in REMIC III for purposes of the REMIC provisions:


	Initial Class
	Certificate Balance
	or Initial REMIC
	III Uncertificated		Pass-Through	Assumed Final
Class	Balance		Rate	Maturity Dates ⁽¹⁾
1-A1	$	602,413,000	(2)	November 2036
2-A1	$	300,378,000	(2)	November 2036
2-A2	$	131,716,000	(2)	November 2036
2-A3	$	146,221,000	(2)	November 2036
2-A4	$	48,424,000	(2)	November 2036
M1	$	74,132,000	(2)	November 2036
M2	$	71,741,000	(2)	November 2036
M3	$	26,305,000	(2)	November 2036
M4	$	30,290,000	(2)	November 2036
M5	$	27,102,000	(2)	November 2036
M6	$	19,131,000	(2)	November 2036
M7	$	17,537,000	(2)	November 2036
M8	$	14,348,000	(2)	November 2036

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	Initial Class
	Certificate Balance
	or Initial REMIC
	III Uncertificated			Pass-Through	Assumed Final
Class	Balance			Rate	Maturity Dates ⁽¹⁾
M9	$	19,131,000		(2)	November 2036
M10	$	23,914,000		(2)	November 2036
C		(3	)	(3)	November 2036
P	$	100		(4)	November 2036
Class SWAP-IO Interest		N/A	⁽⁵⁾	N/A⁽⁵⁾	November 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 each REMIC III Regular Interest, each of which represents one or more of the “regular interests” in REMIC III.

(2)		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 III 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 III Net WAC Rate; therefore, on any Distribution Date on which the Pass-Through Rate for a Class of Certificates exceeds the REMIC III 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 Rate 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 III 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 REMIC III Regular Interest will accrue interest at the applicable Pass-Through Rate on the Notional Amount outstanding from time to time which shall equal the aggregate of the Uncertificated Balances of the REMIC II Regular Interests (other than REMIC II Regular Interest LTP). Solely for United States federal income tax purposes, the Class C REMIC III Regular Interest will have an initial Uncertificated Balance equal to the Initial Overcollateralization Amount. The Class C REMIC III Regular Interest will not accrue interest on its Uncertificated Balance.

(4)		The Class P Certificates do not bear interest. The Class P Certificates represent the right to receive payments in respect of Prepayment Premiums.

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

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Pooling & Servicing Agreement

The minimum denomination for each Class of the Senior Certificates and Subordinate 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; and provided that such Certificates must be purchased in minimum total investments of $100,000 per Class. The minimum denomination for (a) each of the Class P and Class R Certificates will be a 100% Percentage Interest in such Class and (b) the Class 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 Senior Certificates, Subordinate Certificates, Class R Certificates, Class P Certificates and Class C Certificates.
LIBOR Certificates		The Senior Certificates and the Subordinate Certificates.
Offered Certificates		The Senior Certificates and the Subordinate Certificates.
Physical Certificates		Class C, Class P and Class R Certificates.
Private Certificates		Class C, Class P and Class R Certificates.
Rating Agencies		Xxxxx’x, Standard & Poor’s, Fitch and DBRS.
Residual Certificates		Class R Certificates.
Senior Certificates		Class 1-A1, Class 2-A1, Class 2-A2 Class 2-A3 and Class 2-A4 Certificates.
Subordinate Certificates		Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8, Class M9 and Class M10 Certificates.

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ARTICLE I
DEFINITIONS

Section 1.01. Definitions.

Whenever 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.

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 Swap Account, any Escrow Account, the Interest Coverage Account or the Net WAC Rate Carryover Reserve Account. Each Account shall be an Eligible Account.

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 LIBOR Certificates, each Accrual Period has the

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Pooling & Servicing Agreement

actual number of days in such month and each year is assumed to have 360 days. For purposes of computing interest accruals on the REMIC I Regular Interests, REMIC II Regular Interests and the Class C Certificates, each 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.

Additional Disclosure Notification: The meaning set forth in Section 4.07(a)(ii).

Additional Form 10-D Disclosure: The meaning set forth in Section 4.07(a)(i).

Additional Form 10-K Disclosure: The meaning set forth in Section 4.07(a)(iv).

Adjustable Rate Mortgage Loan: An adjustable rate Mortgage Loan purchased pursuant to the Purchase Agreement.

Adjusted Net Maximum Mortgage Rate: As to each Mortgage Loan for any Distribution Date, a per annum rate equal to the applicable Maximum Mortgage Interest Rate for such Mortgage Loan as of the first day of the month preceding the month in which such Distribution Date occurs minus the sum of (i) the Servicing Fee Rate and (ii) the Master Servicing Fee Rate.

Adjusted Net Mortgage Interest Rate: As to each Mortgage Loan for any Distribution Date, the per annum rate equal to the Mortgage Interest Rate for such Mortgage Loan as of the first day of the month preceding the month in which such Distribution Date occurs less the Expense Fee Rate.

Adjusted Swap Notional Balance: With respect to each Distribution Date, an amount equal to the lesser of (a) the Scheduled Maximum Swap Notional Amount for the related Distribution Date and (b) the aggregate Certificate Principal Balance of the Certificates for such Distribution Date multiplied by a ratio, the numerator of which is 1 and the denominator of which is 250.

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 pursuant to Section 4.01.

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

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”

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Pooling & Servicing Agreement

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.

Allocated Realized Loss Amount: With respect to any Class of Subordinate Certificates and any Distribution Date, the amount, if any, equal to the sum of any Realized Losses allocated to that Class of Certificates on the Distribution Date and any Allocated Realized Loss Amounts for that Class remaining undistributed from the previous Distribution Date minus any Subsequent Recoveries applied to that Allocated Realized Loss Amount.

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.

Assessment of Compliance: As defined in Section 3.23.

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.

Attestation Report: As defined in Section 3.23.

Available Funds: With respect to any Distribution Date and the 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 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 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 prepayments on the 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 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 or a Mortgage Loan repurchased by the Originator or the Depositor as of such Distribution Date; and (vi) any amounts withdrawn from the Interest Coverage Account; reduced by (y) amounts in reimbursement for P&I Advances and Servicing Advances previously made with respect to the Mortgage Loans and other amounts to which the Servicer, the Master Servicer, the Depositor, the Trust Administrator, the Trustee (or

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co-trustee) or the Swap Provider (including any Net Swap Payment owed to the Swap Provider or Swap Termination Payment owed to the Swap Provider other than termination payments resulting from a Swap Provider Trigger Event) are entitled to be paid or reimbursed pursuant to this Agreement, the Swap Agreement or the Swap Administration Agreement.

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 Certificate 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 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-A1 Certificates		0.1400	%		0.2800	%
Class 2-A1 Certificates		0.0600	%		0.1200	%
Class 2-A2 Certificates		0.1300	%		0.2600	%
Class 2-A3 Certificates		0.1500	%		0.3000	%
Class 2-A4 Certificates		0.2200	%		0.4400	%
Class M1 Certificates		0.2300	%		0.3450	%
Class M2 Certificates		0.3200	%		0.4800	%
Class M3 Certificates		0.3500	%		0.5250	%
Class M4 Certificates		0.4000	%		0.6000	%
Class M5 Certificates		0.4200	%		0.6300	%
Class M6 Certificates		0.4700	%		0.7050	%
Class M7 Certificates		0.9000	%		1.3500	%
Class M8 Certificates		1.3000	%		1.9500	%
Class M9 Certificates		2.3000	%		3.4500	%
Class M10 Certificates		2.3000	%		3.4500	%

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

Certificate Principal Balance: With respect to any Class of Certificates, other than the Class C or Class R Certificates, immediately prior to any Distribution Date will be equal to the Original Certificate Principal Balance thereof reduced by the sum of all amounts actually distributed in respect of principal of such Class and, in the case of a Subordinate Certificate, Realized Losses allocated thereto on all prior Distribution Dates (taking into account any increases in the Certificate Principal Balance thereof by any Subsequent Recoveries allocated to that Class). Solely for federal income tax purposes, the “Certificate Principal Balance” of the Class C Certificates as of any date of determination is equal to the excess, if any, of (a) the then aggregate Stated Principal Balance of the Mortgage Loans over (b) the then aggregate Certificate Principal Balance of the LIBOR Certificates and the Class P Certificates. The Class R Certificates will not have a Certificate Principal Balance.

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 NIM Insurer, if any, or the Holders of Certificates of a particular Class as a condition to the taking of any action hereunder. The Trustee, the Trust Administrator and the NIM Insurer, if any, 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, REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests bearing the same Class designation as set forth in the Preliminary Statement.

Class 1-A1 Certificates: All Certificates bearing the Class designation of “Class 1-A1 Certificates” representing the right to distributions as set forth herein and therein and representing (i) a regular interest in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive the Net WAC Rate Carryover Amount, and (iii) the obligation to pay the Class IO Distribution Amount.

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Class 2-A Certificates: Any of the Class 2-A1 Certificates, the Class 2-A2 Certificates, the Class 2-A3 Certificates and the Class 2-A4 Certificates as applicable.

Class 2-A1 Certificates: All Certificates bearing the Class designation of “Class 2-A1 Certificates” representing the right to distributions as set forth herein and therein and representing (i) a regular interest in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive the Net WAC Rate Carryover Amount, and (iii) the obligation to pay the Class IO Distribution Amount.

Class 2-A2 Certificates: All Certificates bearing the Class designation of “Class 2-A2 Certificates” representing the right to distributions as set forth herein and therein and representing (i) a regular interest in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive the Net WAC Rate Carryover Amount, and (iii) the obligation to pay the Class IO Distribution Amount.

Class 2-A3 Certificates: All Certificates bearing the Class designation of “Class 2-A3 Certificates” representing the right to distributions as set forth herein and therein and representing (i) a regular interest in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive the Net WAC Rate Carryover Amount, and (iii) the obligation to pay the Class IO Distribution Amount.

Class 2-A4 Certificates: All Certificates bearing the Class designation of “Class 2-A4 Certificates” representing the right to distributions as set forth herein and therein and representing (i) a regular interest in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive the Net WAC Rate Carryover Amount, and (iii) the obligation to pay the 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 evidencing (i) a regular interest in REMIC III for purposes of the REMIC Provisions, (ii) the obligation to pay Net WAC Rate Carryover Amounts and Swap Termination Payments and (iii) the right to receive Amounts from the Net WAC Rate Carryover Reserve Account and the Swap Account.

Class Certificate 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 Certificate and any Distribution Date, the sum of (i) the interest accrued on such Class C Certificate at its Pass-Through Rate calculated on its Notional Amount less the amount (without duplication) of (x) any Net WAC Rate Carryover Payments paid pursuant to Section 4.02(a)(iii), (y) the amount applied as an Extra Principal Distribution Amount on such Distribution Date, and (z) any Swap Termination Payments pursuant to Section 4.02(e), (ii) any amount of the Certificate Principal Balance of the Class C Certificate remaining that is distributable as an Overcollateralization Release Amount and (iii) the aggregate of amounts remaining in the Net WAC Rate Carryover Reserve Accounts after the distributions in Sections 4.02(a)(iii)(E)(1) and (2) and the Swap Account after distributions in Section 4.02(e).

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Class IO Distribution Amount: As defined in Section 3.27(c) hereof. For purposes of clarity, the Class IO Distribution Amount for any Distribution Date shall equal the amount payable to the Swap Administrator on such Distribution Date in excess of the amount payable on the Class SWAP-IO Interest on such Distribution Date, all as further provided in Section 3.27(c) hereof.

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

Class M1/M2/M3 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 M1, Class M2 and Class M3 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date) and (ii) the aggregate Certificate Principal Balance of the Class M1, Class M2 and Class M3 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 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 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 $7,971,168.

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

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

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

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Class M4 Principal Distribution Amount: Class M4 Principal Distribution Amount means, for any Distribution Date, an amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class M4 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M1, Class M2 and Class M3 Certificates (after taking into account the payment of the Class M1/M2/M3 Principal Distribution Amount on such Distribution Date) and (iii) the aggregate Certificate Principal Balance of the Class M4 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 79.60% and (ii) the aggregate Stated Principal Balance of the 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 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 $7,971,168.

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

Class M5 Principal Distribution Amount: Class M5 Principal Distribution Amount means, for any Distribution Date, an amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class M5 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M1, Class M2 and Class M3 Certificates (after taking into account the payment of the Class M1/M2/M3 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class M4 Certificates (after taking into account the payment of the Class M4 Principal Distribution Amount on such Distribution Date) and (iv) the aggregate Certificate Principal Balance of the Class M5 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 83.00% and (ii) the aggregate Stated Principal Balance of the 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 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 $7,971,168.

Class M6 Certificates: All Certificates bearing the Class designation of “Class M6 Certificates” representing the right to distributions as set forth herein and therein and representing (i) a regular interest in REMIC III for purposes of the REMIC Provisions, (ii) the

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

Class M6 Principal Distribution Amount: Class M6 Principal Distribution Amount means, for any Distribution Date, an amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class M6 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M1, Class M2 and Class M3 Certificates (after taking into account the payment of the Class M1/M2/M3 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class M4 Certificates (after taking into account the payment of the Class M4 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class M5 Certificates (after taking into account the payment of the Class M5 Principal Distribution Amount on such Distribution Date) and (v) the aggregate Certificate Principal Balance of the Class M6 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 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 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 $7,971,168.

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

Class M7 Principal Distribution Amount: Class M7 Principal Distribution Amount means, for any Distribution Date, an amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class M7 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M1, Class M2 and Class M3 Certificates (after taking into account the payment of the Class M1/M2/M3 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class M4 Certificates (after taking into account the payment of the Class M4 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class M5 Certificates (after taking into account the payment of the Class M5 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class M6 Certificates (after taking into account the payment of the Class M6 Principal Distribution Amount on such Distribution Date) and (vi) the aggregate Certificate Principal Balance of the Class M7 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 87.60% and (ii) the aggregate Stated Principal

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Balance of the 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 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 $7,971,168.

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

Class M8 Principal Distribution Amount: Class M8 Principal Distribution Amount means, for any Distribution Date, an amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class M8 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M1, Class M2 and Class M3 Certificates (after taking into account the payment of the Class M1/M2/M3 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class M4 Certificates (after taking into account the payment of the Class M4 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class M5 Certificates (after taking into account the payment of the Class M5 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class M6 Certificates (after taking into account the payment of the Class M6 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the Class M7 Certificates (after taking into account the payment of the Class M7 Principal Distribution Amount on such Distribution Date), and (vii) the aggregate Certificate Principal Balance of the Class M8 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 89.40% and (ii) the aggregate Stated Principal Balance of the 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 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 $7,971,168.

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

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Class M9 Principal Distribution Amount: Class M9 Principal Distribution Amount means, for any Distribution Date, an amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class M9 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M1, Class M2 and Class M3 Certificates (after taking into account the payment of the Class M1/M2/M3 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class M4 Certificates (after taking into account the payment of the Class M4 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class M5 Certificates (after taking into account the payment of the Class M5 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class M6 Certificates (after taking into account the payment of the Class M6 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the Class M7 Certificates (after taking into account the payment of the Class M7 Principal Distribution Amount on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class M8 Certificates (after taking into account the payment of the Class M8 Principal Distribution Amount on such Distribution Date), and (viii) the aggregate Certificate Principal Balance of the Class M9 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 91.80% and (ii) the aggregate Stated Principal Balance of the 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 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 $7,971,168.

Class M10 Certificates: All Certificates bearing the Class designation of “Class M10 Certificates” representing the right to distributions as set forth herein and therein and representing (i) a regular interest in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive the Net WAC Rate Carryover Amount, and (iii) the obligation to pay the Class IO Distribution Amount.

Class M10 Principal Distribution Amount: Class M10 Principal Distribution Amount means, for any Distribution Date, an amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class M10 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M1, Class M2 and Class M3 Certificates (after taking into account the payment of the Class M1/M2/M3 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Principal Balance of the Class M4 Certificates (after taking into account the payment of the Class M4 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Principal Balance of the Class M5 Certificates (after taking into account the payment of the Class M5 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Principal Balance of the Class M6 Certificates (after taking into account the payment

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of the Class M6 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Principal Balance of the Class M7 Certificates (after taking into account the payment of the Class M7 Principal Distribution Amount on such Distribution Date), (vii) the aggregate Certificate Principal Balance of the Class M8 Certificates (after taking into account the payment of the Class M8 Principal Distribution Amount on such Distribution Date), (viii) the aggregate Certificate Principal Balance of the Class M9 Certificates (after taking into account the payment of the Class M9 Principal Distribution Amount on such Distribution Date), and (ix) the aggregate Certificate Principal Balance of the Class M10 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 94.80% and (ii) the aggregate Stated Principal Balance of the 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 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 $7,971,168.

Class P Certificates: All Certificates bearing the Class designation of “Class P Certificates” representing the right to distributions as set forth herein and evidencing (i) a regular interest in REMIC III for purposes of the REMIC Provisions and (ii) the right to Servicer Prepayment Payment Amounts.

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 and REMIC III for purposes of the REMIC Provisions. The Class R Certificate represents the ownership of the Class R-I Interest, the Class R-II Interest and the Class R-III 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 SWAP-IO Interest: An uncertificated interest representing the right to distributions as set forth herein and evidencing a regular interest in REMIC III for purposes of the REMIC Provisions.

Closing Date: November 3, 2006.

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

Collection Account: As defined in Section 3.10.

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Commission: The U.S. 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-D, (B) for matters relating to the Custodial Files, 00 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, Attention: Fremont 2006-D, and (C) for all other purposes, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000 Attn: Client Manager-Fremont 2006-D, 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 another Trust REMIC or to a Class of Certificates in the manner set out below:


Corresponding REMIC	Corresponding REMIC	Corresponding
II Regular Interest	III Regular Interest	Certificate
LT1-A1	Class 1-A1	Class 1-A1 Certificates
LT2-A1	Class 2-A1	Class 2-A1 Certificates
LT2-A2	Class 2-A2	Class 2-A2 Certificates
LT2-A3	Class 2-A3	Class 2-A3 Certificates
LT2-A4	Class 2-A4	Class 2-A4 Certificates
LTM1	Class M1	Class M1 Certificates
LTM2	Class M2	Class M2 Certificates
LTM3	Class M3	Class M3 Certificates
LTM4	Class M4	Class M4 Certificates
LTM5	Class M5	Class M5 Certificates
LTM6	Class M6	Class M6 Certificates
LTM7	Class M7	Class M7 Certificates
LTM8	Class M8	Class M8 Certificates
LTM9	Class M9	Class M9 Certificates
LTM10	Class M10	Class M10 Certificates

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Corresponding REMIC	Corresponding REMIC	Corresponding
II Regular Interest	III Regular Interest	Certificate
LTP	Class P	Class P Certificates
N/A	Class C	Class C Certificates
LTIO	Class Swap-IO Interest	N/A

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

Cumulative Realized Losses: With respect to any Distribution Date, a fraction, expressed as a percentage, obtained by dividing (x) the aggregate amount of Realized Losses incurred on the Mortgage Loans from the Cut-off Date through the last day of the related Due Period by (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

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

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 Qualified Substitute Mortgage Loan), November 1, 2006. With respect to all Qualified 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).

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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; (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

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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 Percentage: With respect to any month, the quotient (expressed as a percentage) of (1) the Stated Principal Balance of the 60+ Day Delinquent Mortgage Loans, divided by (2) the aggregate Stated Principal Balance of the Mortgage Loans 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 or any Mortgage Loan purchased by the NIM Insurer, if any, pursuant to Section 3.28.

Denomination: With respect to each Certificate, the amount set forth on the face thereof as the “Initial Certificate 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.

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Determination Date: With respect to each Distribution Date, the 15th day of the calendar month in which such Distribution Date occurs or, if such 15th day is not a Business Day, the Business Day immediately preceding such 15th 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-D Mortgage-Backed Certificates, Series 2006-D.” 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 December 2006.

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

Downgrade Provisions: As defined in the Swap Agreement. In summary, the Downgrade Provisions provide that if the Swap Provider’s long-term credit ratings fall below the levels specified in the Swap Agreement, the Swap Provider will be required, subject to the Rating Agency Condition (as defined in the Swap Agreement) to (1) post collateral securing its obligations under the Swap Agreement, (2) obtain a substitute Swap Provider acceptable to the Rating Agencies that will assume the obligations of the Swap Provider under the Swap Agreement, (3) obtain a guaranty or contingent agreement of the Swap Provider’s obligations under the Swap Agreement from another person acceptable to the Rating Agencies or (4) establish any other arrangement sufficient to restore the credit rating of the Senior and Subordinate Certificates, all as provided in the 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 such Distribution Date occurs and ending on the first day of the calendar month in which such 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.

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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.

Excess Cashflow: As to any Distribution Date, an amount equal to the sum of (1) the excess, if any, of (x) the interest collected on the Mortgage Loans by the Servicer on or prior to the related Determination Date (exclusive of any Prepayment Interest Excess) or advanced by the Servicer for the related Remittance Date, net of (i) Expense Fees and (ii) any Net Swap Payment owed to the Swap Provider on that Distribution Date, over (y) the sum of the amounts payable to the Classes of Certificates on such Distribution Date pursuant to Section 4.02(a)(i) and (2) any Overcollateralization Release Amount for such Distribution Date.

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

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 (i) the Master Servicing Fee Rate, (ii) the Servicing Fee Rate and (iii) the Custodial Fee Rate (if applicable).

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

Extra Principal Distribution Amount: As of any Distribution Date, the lesser of (x) the sum of (A) Net Monthly Excess Cashflow for such Distribution Date and (B) any amounts received under the Swap Agreement for this purpose and (y) the Overcollateralization Deficiency Amount for such Distribution Date.

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.

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

Fixed Payer Rate: 5.30%.

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

Formula Rate: With respect to each Class of LIBOR Certificates, the lesser of (a) the Base Rate for such Class or (b) the related Maximum Cap.

Fremont: Fremont Investment & Loan, a California state chartered 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: With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (i) the aggregate Stated Principal Balance of the Group 1 Mortgage Loans for such Distribution Date, and the denominator of which is (ii) the sum of the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and the Group 2 Mortgage Loans for such Distribution Date.

Group 1 Certificates: The Class 1-A1 Certificates.

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

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

Group 1 Net WAC Rate : With respect to any Distribution Date, a per annum rate equal to (a) (x) the weighted average of the 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 Net Swap Percentage, multiplied by (b) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Accrual Period. For federal income tax purposes, the economic equivalent of such rate shall be expressed as the weighted average of the Uncertificated REMIC II Pass-Through Rate on REMIC II Regular Interest LT1GRP, weighted on the basis of the Uncertificated Principal Balance of such

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REMIC II Regular Interest (such rate shall be referred to as the “Group 1 REMIC III 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 Principal Remittance Amount for the Group 1 Mortgage Loans for such Distribution Date, and the denominator of which is (ii) the sum of the Principal Remittance Amount for the Group 1 Mortgage Loans and the Group 2 Mortgage Loans for such Distribution Date.

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

Group 1 Principal Remittance Amount: With respect to any Distribution Date, the sum of (i) all Scheduled Payments of principal collected or advanced on the Group 1 Mortgage Loans by the Servicer that were due during the related Due Period, (ii) the principal portion of all partial and full Principal Prepayments of the Group 1 Mortgage Loans applied by the Servicer during such Prepayment Period, (iii) the principal portion of all related Net Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries received during such Prepayment Period with respect to the Group 1 Mortgage Loans, (iv) that portion of the Purchase Price, representing principal of any repurchased Group 1 Mortgage Loan, deposited to the Collection Account during such Prepayment Period, (v) the principal portion of any related Substitution Adjustments deposited in the Collection Account during such Prepayment Period with respect to the Group 1 Mortgage Loans and (vi) on the Distribution Date on which the Trust is to be terminated in accordance with this Agreement, that portion of the Termination Price, representing principal with respect to the Group 1 Mortgage Loans.

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 Group 1 Senior Certificates immediately prior to such Distribution Date and (II) the excess of (x) the aggregate Certificate Principal Balance of the Group 1 Senior Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 54.20% 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 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 $3,906,707.

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

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Group 2 Certificates: The Class 2-A1, Class 2-A2, Class 2-A3 and Class 2-A4 Certificates.

Group 2 Interest Remittance Amount: With respect to any Distribution Date, that portion of the 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 Available Funds for such Distribution Date.

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

Group 2 Net WAC Rate: With respect to any Distribution Date, a per annum rate equal to (a) (x) 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 prepayments during such Due Period that were distributed on the Distribution Date falling within such Due Period), less (y) the Net Swap Percentage, multiplied by (b) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related 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 II Pass-Through Rate on REMIC II Regular Interest LT2GRP, weighted on the basis of the Uncertificated Principal Balance of such REMIC II Regular Interest (such rate shall be referred to as the “Group 2 REMIC III 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 Principal Remittance Amount for the Group 2 Mortgage Loans for such Distribution Date, and the denominator of which is (ii) the sum of the Principal Remittance Amount for the Group 1 Mortgage Loans and the Group 2 Mortgage Loans for such Distribution Date.

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

Group 2 Principal Remittance Amount: With respect to any Distribution Date, the sum of (i) all Scheduled Payments of principal collected or advanced on the Group 2 Mortgage Loans by the Servicer that were due during the related Due Period, (ii) the principal portion of all partial and full Principal Prepayments of the Group 2 Mortgage Loans applied by the Servicer during such Prepayment Period, (iii) the principal portion of all related Net Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries received during such Prepayment Period with respect to the Group 2 Mortgage Loans, (iv) that portion of the Purchase Price, representing principal of any repurchased Group 2 Mortgage Loan, deposited to the Collection Account during such Prepayment Period, (v) the principal portion of any related Substitution Adjustments deposited in the Collection Account during such Prepayment Period with respect to the Group 2 Mortgage Loans and (vi) on the Distribution Date on which the Trust is to be

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terminated in accordance with this Agreement, that portion of the Termination Price, representing principal with respect to the Group 2 Mortgage Loans.

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 Senior Certificates immediately prior to such Distribution Date and (II) the excess of (x) the aggregate Certificate Principal Balance of the Group 2 Senior Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 54.20% 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 Principal Prepayments received during the related Prepayment Period) minus $4,064,461.

Group Subordinate Amount: With respect to either Loan Group and any Distribution Date, the excess of (a) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group 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) over (b) the aggregate Certificate Principal Balance of the Senior Certificates related to such Loan Group immediately prior to such Distribution Date.

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.

Indenture: An indenture relating to the issuance of notes secured by all or a portion of the Class C Certificates and the Class P Certificates, which may or may not be guaranteed by the NIM Insurer, if any.

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

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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: $41,450,437.98

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 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-D.

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 Accrual Period (other than the first 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 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 and the NIM Insurer, if any), 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 Accrual Period shall be 5.32%.

LIBOR Certificates: As specified in the Preliminary Statement.

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

Marker Rate: With respect to the REMIC regular interest portion of the Class C Certificate and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC II Pass-Through Rates for the REMIC II Corresponding Marker Interests and REMIC II Regular Interest LTZZ, (i) with the rate on each REMIC II Corresponding

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Marker Interest subject to a cap equal to the lesser of (a) the Base Rate of its Corresponding Class and (b) the related Net WAC Rate (calculated for this purpose by substituting the REMIC III Net WAC Rate) for the purposes of this calculation and (ii) with the rate on REMIC II Regular Interest LTZZ subject to a cap of zero for the purpose of this calculation; provided, however, that for this purpose, calculations of the Uncertificated REMIC II Pass-Through Rate and the related caps with respect to each REMIC II Corresponding Marker Interest shall be multiplied by a fraction, the numerator of which is the actual number of days in the Accrual Period and the denominator of which is 30.

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: 0.0070% 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 0.0050% per annum, it being understood that the difference in the Master Servicing Fee Rate that applies to Xxxxx Fargo Bank, N.A. as compared to the Master Servicing Fee Rate that applies to a successor master servicer represents the Custodial Fee Rate; 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 0.0000% 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 Cap: With respect to any Distribution Date, the Senior Maximum Cap or the Subordinate Maximum Cap relating to the Group 1 Mortgage Loans or the Group 2 Mortgage Loans, as applicable.

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.

Maximum LTZZ Uncertificated Accrued Interest Deferral Amount: With respect to any Distribution Date, the excess of (a) accrued interest at the Uncertificated REMIC II Pass-

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Through Rate applicable to REMIC II Regular Interest LTZZ for such Distribution Date on a balance equal to the Uncertificated Balance of REMIC II Regular Interest LTZZ minus the REMIC II Overcollateralized Amount, in each case for such Distribution Date, over (b) the Uncertificated Accrued Interest on the REMIC II Corresponding Marker Interests for such Distribution Date, each subject to a cap equal to the lesser of (a) the Base Rate of its Corresponding Class and (b) the related Net WAC Rate (calculated for this purpose by substituting the REMIC III Net WAC Rate) for the purposes of this calculation; provided, however, that solely for this purpose, calculations of the Uncertificated REMIC II Pass-Through Rate and the related caps with respect to each such REMIC II Regular Interest shall be multiplied by a fraction, the numerator of which is the actual number of days in the Accrual Period and the denominator of which is 30.

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.

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.

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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 the 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: As of any date, the list of Mortgage Loans included in the Trust Fund on such date, attached hereto as Schedule I. The 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);

(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;

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(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;

(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

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

The 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 Mortgage Loans; (2) the current 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. The Mortgage Loan Schedule shall set forth the aggregate Stated Principal Balance of the Mortgage Loans. The 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 Qualified 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.

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.

Net Liquidation Proceeds: With respect to a defaulted Mortgage Loan, all Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds net of amounts reimbursable to the Servicer for related Advances, Servicing Advances and Servicing Fees.

Net Monthly Excess Cash Flow: For any Distribution Date, an amount equal to the sum of (a) any Overcollateralization Release Amount and (b) the excess of (x) the Available Funds for such Distribution Date over (y) the sum for such Distribution Date of (A) the Current Interest for the Senior and Subordinate Certificates, (B) the Unpaid Interest Shortfall Amounts for the Senior Certificates and (C) the Principal Remittance Amount.

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 net payment, if any, to be made on each Distribution Date to be made under the Swap Administration Agreement, representing payments (a) by or on behalf of the Trust, to the 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 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 Swap Agreement.

Net Swap Percentage: With respect to any Distribution Date and the Group 1 Mortgage Loans or the Group 2 Mortgage Loans, as applicable, the Net Swap Payment or Swap Termination Payment, if any, allocable to such Loan Group and made to the Swap Provider (only if such Swap Termination Payment is not due to a Swap Provider Trigger Event) expressed as a percentage, equal to a fraction, the numerator of which is equal to the Net Swap Payment or Swap Termination Payment made to the Swap Provider by the Issuing Entity, multiplied by 12,

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and the denominator of which is equal to the aggregate Stated Principal Balance of the Mortgage Loans.

Net WAC Rate: For any Distribution Date, the Group 1 Net WAC Rate, the Group 2 Net WAC Rate and the Subordinate Net WAC Rate, as applicable. With respect to each REMIC III Regular Interest (other than the Class Swap IO Interest), the REMIC III Net WAC Rate.

Net WAC Rate Carryover Amount: With respect to each Class of LIBOR Certificates, as of any Distribution Date, if on such Distribution Date there are unpaid Net WAC Rate Carryover Amounts from prior Distribution Dates or the Pass-Through Rate for any Class of LIBOR Certificates is based upon the Net WAC Rate, the sum of (A) the excess of the Formula Rate for that Class of LIBOR Certificates over the Net WAC Rate, and (B) the 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 Formula Rate for such Class (without giving effect to any such limitations) of Certificates for such Distribution Date. For federal income tax purposes, each application of the applicable Net WAC Rate shall be an application of the REMIC III Net WAC Rate for purposes of calculating the related Net WAC Rate Carryover Amount.

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

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

NIM Insurer: Any insurer that is guaranteeing certain payments under notes secured by collateral which includes, among other things, all or a portion of the Class C Certificates and the Class P Certificates.

NIM Trust: Fremont NIM Trust 2006-D, 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

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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 Certificates, a notional amount equal to the aggregate Uncertificated Balance of the REMIC II Regular Interests (other than REMIC II Regular Interest LTP).

Offered Certificates: As defined in the Preliminary Statement.

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 Swap Provider, the Originator or the Depositor, reasonably acceptable to the Trustee, the Trust Administrator and the NIM Insurer, if any; 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 (unless otherwise stated in such Opinion of Counsel) 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 Certificate.

Original Certificate Principal Balance: With respect to any Class of Certificates, the Certificate Principal Balance thereof on the Closing Date.

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

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(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 Deficiency Amount: With respect to any Distribution Date, the amount, if any, by which the Overcollateralization Target Amount exceeds the Overcollateralized Amount on such Distribution Date (assuming that 100% of the Principal Remittance Amount is applied as a principal payment on such Distribution Date).

Overcollateralization Release Amount: With respect to any Distribution Date, an amount equal to the lesser of (x) the Excess Overcollateralized Amount and (y) the Excess Cash Flow.

Overcollateralization Target Amount: With respect to any Distribution Date, an amount equal to (i) prior to the Stepdown Date or on the Stepdown Date if the Stepdown Date is caused by scenario (i) in the definition of Stepdown Date, then the Overcollateralization Target Amount prior to distributing the Senior Principal Distribution Amount to pay the Senior Certificates to zero is 2.60% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; (ii) on the Stepdown Date if the Stepdown Date is caused by scenario (i) in the definition of Stepdown Date, so long as a Trigger Event is not in effect, then the Overcollateralization Target Amount will be recalculated after distribution of the Senior Principal Distribution Amount to pay the Senior Certificates to zero pursuant to Section 4.02(a)(ii)(II)(A) and (B) or after the Stepdown Date, so long as a Trigger Event is not in effect, the greater of (a) 5.20% of the then current aggregate Stated Principal Balance of the 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 Mortgage Loans as of the Cut-off Date; and (iii) on or after the Stepdown Date and if a Trigger Event is in effect, the 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 Senior Certificates and Subordinate Certificates to zero, the Overcollateralization Target Amount will be zero.

Overcollateralized Amount: With respect to any Distribution Date, an amount equal to (i) the aggregate Stated Principal Balance of the 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 (ii) the aggregate Certificate Principal Balance of the Senior Certificates, Subordinate Certificates and the Class P Certificates as of such Distribution Date (after giving effect to distributions to be made on such Distribution Date).

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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 first lien Mortgage Loans and that were delinquent on the related Determination Date, plus certain 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.

PCAOB: The Public Company Accounting Oversight Board.

Pass-Through Rate: For any Distribution Date: (1) with respect to each Class of LIBOR Certificates, a rate equal to the lesser of (i) the related Formula Rate for such Class and (ii) the applicable Net WAC Rate; (2) in the case of any REMIC I Regular Interest, the Uncertificated REMIC I Pass-Through Rate; and (3) in the case of any REMIC II Regular Interest, the Uncertificated REMIC II Pass-Through Rate. For federal income tax purposes, each reference to the related Net WAC Rate in the applicable Pass-Through Rate shall be deemed to be a reference to the REMIC III Net WAC Rate.

With respect to the Class C Certificate, a per annum rate equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amounts calculated pursuant to clauses (A) through (D) below, and the denominator of which is the aggregate of the Uncertificated Balances of REMIC II Regular Interest LTAA, the REMIC II Corresponding Marker Interests and REMIC II Regular Interest LTZZ. For purposes of calculating the Pass-Through Rate for the Class C Certificate, the numerator is equal to the sum of the following components:

(A) the Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LTAA minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC II Regular Interest LTAA;

(B) the Uncertificated REMIC II Pass-Through Rate for each of the REMIC II Corresponding Marker Interests, in each case minus the Marker Rate, applied in each case to an amount equal to the respective Uncertificated Balance of each such REMIC II Corresponding Marker Interest;

(C) the Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LTZZ minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC II Regular Interest LTZZ; and

(D) 100% of the Interest on REMIC II Regular Interest LTP.

With respect to the Class SWAP-IO Interest, the Class SWAP-IO Interest shall not have a Pass-Through Rate, but interest for such Class SWAP-IO Interest and each Distribution Date shall be

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an amount equal to 100% of the amounts distributable to REMIC II Regular Interest LTIO for such Distribution Date.

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 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, the NIM Insurer, if any, 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) (A) demand and time deposits in, certificates of deposit of, bankers’ acceptances issued by or federal funds sold by any depository institution or trust company (including the Trust Administrator or its agent acting in their respective commercial capacities) incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state authorities, so long as, at the time of such investment or contractual commitment providing for such investment, such depository institution or trust company or its ultimate parent has a short-term uninsured debt rating in one of the two highest available rating categories of each Rating Agency and (B) any other demand or time deposit or deposit which is fully insured by the FDIC;

(iii) repurchase obligations with a term not to exceed 30 days with respect to any security described in clause (i) above and entered into with a depository institution or trust company (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 in its highest long-term unsecured rating category 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

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

(vi) units of money market funds, including those money market funds managed or advised by the Trust Administrator or its Affiliates, that have the highest applicable rating from the Rating Agencies, if so rated; and

(vii) if previously confirmed in writing to the Trust Administrator and the NIM Insurer, if any, 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 securities having ratings equivalent to its highest initial rating of the Senior Certificates;

provided, however, that no instrument described hereunder may 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.

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

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 November 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 Distribution 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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Principal Remittance Amount: With respect to any Distribution Date, the amount equal to the sum of the Group 1 Principal Remittance Amount and the Group 2 Principal Remittance Amount.

Private Certificates: As defined in the Preliminary Statement.

Prospectus Supplement: The Prospectus Supplement, dated November 1, 2006, relating to the Offered Certificates.

PUD: A planned unit development.

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

Qualified 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 an outstanding Stated Principal Balance (or in the case of a substitution of more than one Mortgage Loan for a Deleted Mortgage Loan, an aggregate Stated Principal Balance), not in excess of, and not more than 5% less than, the Principal Balance of the Deleted Mortgage Loan; (ii) have a Mortgage Interest Rate not less than the Mortgage Interest Rate of the Deleted Mortgage Loan and not more than 1% in excess of the Mortgage Rate of such Deleted Mortgage Loan; (iii) in the case of any Adjustable Rate Mortgage Loan, have a Maximum Mortgage Interest Rate and Minimum Mortgage Interest Rate not less than the respective rate for the Deleted Mortgage Loan, have a Gross Margin equal to or greater than the Deleted Mortgage Loan and have the same Adjustment Date frequency as the Deleted Mortgage Loan; (iv) have the same Due Date as the Deleted Mortgage Loan; (v) have a remaining term to maturity not more than one year earlier and not later than the remaining term to maturity of the Deleted Mortgage Loan; (vi) comply with each representation and warranty as to the Mortgage Loans set forth in the Mortgage Loan Purchase Agreement (deemed to be made as of the date of substitution); (vii) have been underwritten or re-underwritten by the Originator in accordance with the same underwriting criteria and guidelines as the Mortgage Loans being replaced; (viii) be of the same or better credit quality as the Mortgage Loan being replaced, (ix) be a first lien mortgage loan if the Deleted Mortgage Loan is a first lien mortgage loan and (x) comply with each representation and warranty set forth in Section 2.03.

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: With respect to any date of determination and any Liquidated Mortgage Loan, the amount, if any, by which (a) the unpaid Stated Principal Balance of such Liquidated

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Mortgage Loan together with accrued and unpaid interest thereon exceeds (b) the Net Liquidation Proceeds with respect thereto net of the expenses incurred by the Servicer in connection with the liquidation of such Liquidated Mortgage Loan.

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.

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.

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 S attached hereto. For clarification purposes, multiple parties can have responsibility for the same 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 I Group 1 Regular Interests: REMIC I Regular Interest I and REMIC I Regular Interests I-1-A through I-71-B.

REMIC I Group 2 Regular Interests: REMIC I Regular Interest II and REMIC I Regular Interests II-1-A through II-71-B.

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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 for purposes of the REMIC Provisions. 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 Balance as set forth in the Preliminary Statement hereto. The designations for the respective REMIC I Regular Interests are set forth in the Preliminary Statement hereto. The REMIC I Regular Interests consist of the REMIC I Group 1 Regular Interests and the REMIC I Group 2 Regular Interests.

REMIC II Corresponding Marker Interests: REMIC II Regular Interest LT1-A1, REMIC II Regular Interest LT2-A1, REMIC II Regular Interest LT2-A2, REMIC II Regular Interest LT2-A3, REMIC II Regular Interest LT2-A4, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9 and REMIC II Regular Interest LTM10.

REMIC II Interest Loss Allocation Amount: With respect to any Distribution Date, an amount equal to (a) the product of (i) 50% of the sum of the aggregate Stated Principal Balance of the Mortgage Loans and related REO Properties then outstanding and (ii) the Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LTAA minus the Marker Rate, divided by (b) 12.

REMIC II Marker Allocation Percentage: 50% of any amount payable to or loss attributable from the Mortgage Loans, which shall be allocated to REMIC II Regular Interest LTAA, the REMIC II Corresponding Marker Interests, REMIC II Regular Interest LTP and REMIC II Regular Interest LTZZ.

REMIC II Overcollateralization Target Amount: 0.50% of the Overcollateralization Target Amount.

REMIC II Overcollateralized Amount: With respect to any date of determination, (i) 0.50% of the aggregate Uncertificated Balance of the REMIC II Regular Interests minus (ii) the aggregate Uncertificated Balance of the REMIC II Corresponding Marker Interests and REMIC II Regular Interest LTP, in each case as of such date of determination.

REMIC II Principal Loss Allocation Amount: With respect to any Distribution Date, an amount equal to (a) the product of (i) 50% of the sum of the aggregate Stated Principal Balance of the Mortgage Loans and related REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the aggregate of the Uncertificated Balance of the REMIC II Corresponding Marker Interests, and the denominator of which is the aggregate Uncertificated Balance of the REMIC II Corresponding Marker Interests and REMIC II Regular Interest LTZZ.

REMIC II Regular Interest LTAA: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LTAA shall

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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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LT1-A1: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LT1-A1 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LT1GRP: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LT1GRP 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LT1SUB: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LT1SUB 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LT2-A1: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LT2-A1 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LT2-A2: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LT2-A2 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LT2-A3: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in

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REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LT2-A3 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LT2-A4: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LT2-A4 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LT2GRP: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LT2GRP 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LT2SUB: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LT2SUB 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTIO: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LTIO shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time subject to the terms and conditions hereof, based on its Uncertificated Balance.

REMIC II Regular Interest LTM1: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LTM1 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTM2: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LTM2 shall

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REMIC II Regular Interest LTM3: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LTM3 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTM4: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LTM4 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTM5: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LTM5 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTM6: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LTM6 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTM7: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LTM7 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTM8: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in

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REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LTM8 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTM9: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LTM9 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTM10: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LTM10 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTP: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LTP 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTXX: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LTXX 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTZZ: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LTZZ 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 Balance as set forth in the Preliminary Statement hereto.

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REMIC II Regular Interests: REMIC II Regular Interest LTAA, REMIC II Regular Interest LT1-A1, REMIC II Regular Interest LT2-A1, REMIC II Regular Interest LT2-A2, REMIC II Regular Interest LT2-A3, REMIC II Regular Interest LT2-A4, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9, REMIC II Regular Interest LTM10, REMIC II Regular Interest LTP, REMIC Regular Interest LTIO, REMIC II Regular Interest LT1GRP, REMIC II Regular Interest LT2GRP, REMIC II Regular Interest LT1SUB, REMIC II Regular Interest LT2SUB, REMIC II Regular Interest LTXX and REMIC II Regular Interest LTZZ.

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

REMIC II Sub WAC Allocation Percentage: 50% of any amount payable to or loss attributable from the Mortgage Loans, which shall be allocated to REMIC II Regular Interest LT1SUB, REMIC II Regular Interest LT1GRP, REMIC II Regular Interest LT2SUB, REMIC II Regular Interest LT2GRP and REMIC II Regular Interest LTXX.

REMIC III Net WAC Rate: The weighted average of the Uncertificated REMIC II Pass-Through Rate on the REMIC II Regular Interests (other than REMIC II Regular Interest LTIO) weighted based on the Uncertificated Balance of each such REMIC II Regular Interest.

REMIC III Regular Interest: Any of the regular interests in REMIC III as set forth in the Preliminary Statement, the ownership of which corresponds to the corresponding class of LIBOR Certificates, the Class C Certificate, the Class P Certificate and the Class SWAP-IO Interest.

REMIC III Uncertificated Balance: With respect to any class of REMIC III Regular Interests (other than the Class Swap-IO Interest) on any Transaction Date, the Certificate Principal Balance of the corresponding Class of Certificates.

REMIC III Uncertificated Regular Interest: The Class Swap-IO Interest.

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 Uncertificated Pass-Through Rate: The Uncertificated REMIC I Pass-Through Rate or the Uncertificated REMIC II Pass-Through Rate.

Remittance Date: With respect to any Distribution Date, no later than 12:00 PM, Central Time on the 24^th day of the month in which such Distribution Date occurs if it is a Business Day or, if the 24^th day of the month is not a Business Day, then the Business Day immediately preceding the 24^th day of the month in which such Distribution Date occurs.

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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.

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)(A).

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

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) unpaid and unadvanced 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 xxxxxxxxxxxx X&X Advances and Servicing Advances and (iv) all expenses incurred by the Servicer, the Trust, the Trust Administrator, the Trustee or the NIM Insurer, if any, 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, the Trustee’s or the NIM Insurer’s, if any, 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 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.

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Rolling Three-Month Delinquency Rate: With respect to the Mortgage Loans and any Distribution Date, the weighted average of the Delinquency Rates for each of the three (or one and two, in the case of the first and second Distribution Dates) immediately preceding calendar months.

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

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) the February 21, 2003 Statement by the Staff of the Division of Corporation Finance of the Securities and Exchange Commission Regarding Compliance by Asset-Backed Issuers with Exchange Act Rules 13a-14 and 15d-14, as in effect from time to time; provided that if, after the Closing Date (a) the Xxxxxxxx-Xxxxx Act of 2002 is amended, (b) the Statement referred to in clause (ii) is modified or superseded by any subsequent statement, rule or regulation of the Securities and Exchange Commission or any statement of a division thereof, or (c) any future releases, rules and regulations are published by the Securities and Exchange Commission from time to time pursuant to the 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 Maximum Swap Notional Amount: With respect to any Distribution Date, the amount so specified in a schedule attached to the Swap Agreement.

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.

Senior Certificates: As specified in the Preliminary Statement.

Senior Enhancement Percentage: With respect to any Distribution Date, the fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of the Subordinate Certificates and the 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 Mortgage Loans, in each case after giving effect to distributions on that Distribution Date.

Senior Maximum Cap: With respect to any Distribution Date after the first Distribution Date, a per annum rate equal to the product of (x) the weighted average of the Adjusted Net Maximum Mortgage Rates of the Mortgage Loans in the related Loan Group, plus an amount, expressed as a per annum rate, equal to the product of (i) the Net Swap Payment made by the Swap Provider, if any, multiplied by the Group 1 Allocation Percentage or Group 2 Allocation Percentage, as applicable, divided by the aggregate Stated Principal Balance of the Mortgage

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Loans and (ii) 12 and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Accrual Period.

Senior Principal Distribution Amount: With respect to any Distribution Date, an amount equal to the sum of (i) the Group 1 Senior Principal Distribution Amount and (ii) the Group 2 Senior Principal Distribution Amount.

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 Mortgage Loans exceeds the applicable percentages set forth below:


Distribution Date Occurring In	Percentage
December 2007 through November 2008		1.50	%
December 2008 through November 2009		2.50	%
December 2009 through November 2010		3.50	%
December 2010 through November 2011		5.25	%
December 2011 through November 2012		6.75	%
December 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 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
December 2007 through November 2008		1.75	%
December 2008 through November 2009		2.75	%
December 2009 through November 2010		3.75	%
December 2010 through November 2011		5.50	%
December 2011 through November 2012		7.00	%
December 2012 and thereafter		8.00	%

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

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, the Swap 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

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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.

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-D, 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. 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.

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Stepdown Date: The earlier to occur of (i) the Distribution Date on which the aggregate Certificate Principal Balance of the Senior Certificates, after any distributions of the related Principal Remittance Amount for such Distribution Date are made are reduced to zero and (ii) the later to occur of (A) the Distribution Date occurring in December 2009 and (B) the first Distribution Date on which the Senior Enhancement Percentage (calculated for this purpose only after taking into account distributions of principal on the 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 Certificates then entitled to distributions of principal on such Distribution Date) is greater than or equal to 45.80%.

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, the Custodian or the Trust Administrator.

Subordinate Certificates: As specified in the Preliminary Statement.

Subordinate Maximum Cap: With respect to any Distribution Date after the first Distribution Date, the per annum rate equal to the weighted average (weighted in proportion to the results of subtracting from the aggregate Stated Principal Balance of each Loan Group, the current Certificate Principal Balance of the related Senior Certificates) of (i) the Maximum Cap for the Group 1 Senior Certificates and (ii) the Maximum Cap for the Group 2 Senior Certificates.

Subordinate Net WAC Rate: With respect to any Distribution Date, the per annum rate equal to the weighted average (weighted based on the Group Subordinate Amount) of (i) the Group 1 Net WAC Rate and (ii) the Group 2 Net WAC Rate.

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 a 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).

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

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 Swap Provider from which distributions in respect of Unpaid Interest Shortfall Amounts, Net WAC Rate Carryover Amounts, amounts necessary to maintain

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the applicable Overcollateralization Target Amount and Allocated Realized Loss Amounts on the Subordinate Certificates will be made. The Swap Account will be an asset of the Trust but not of any REMIC.

Swap Administration Agreement: The Swap Administration Agreement, dated as of the Closing Date, among the Swap Administrator, the Trust Administrator and the Trustee.

Swap Agreement: The Interest Rate Swap Agreement, dated as of November 3, 2006 between the Trust Administrator on behalf of the Trust and the Swap Provider.

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

Swap Early Termination: As defined in the Swap Agreement.

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

Swap Provider: Deutsche Bank AG, New York Xxxxx.

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

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

Termination Price: As defined in Section 9.01.

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).

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

Trigger Event: With respect to any Distribution Date on or after the Stepdown Date, a Trigger Event exists if either (a) the Rolling Three-Month Delinquency rate for the Mortgage

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Pooling & Servicing Agreement

Loans as of the last day of the immediately preceding month equals or exceeds 34.93% of the Senior Enhancement Percentage for that Distribution Date; or (b) the Cumulative Realized Losses for the Mortgage Loans for the related Distribution Date as a percentage of the Cut-off Date Pool Principal Balance are greater than:


Distribution Date Occurring In		Loss Percentage
December 2008 through November 2009		1.50% for the first month, plus an additional 1/12^th of 1.90% for each month thereafter
December 2009 through November 2010		3.40% for the first month, plus an additional 1/12^th of 1.95% for each month thereafter
December 2010 through November 2011		5.35% for the first month, plus an additional 1/12th of 1.55% for each month thereafter
December 2011 through November 2012		6.90% for the first month, plus an additional 1/12^th of 0.85% for each month thereafter
December 2012 through November 2013		7.75% for the first month, plus an additional 1/12^th of 0.05% for each month thereafter
December 2013 and thereafter		7.80%

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 Account, the Distribution Account, the Swap Account 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 Agreement, and (v) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing.

Trust REMIC: Any of REMIC I, REMIC II or REMIC III.

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 each REMIC Regular Interest on each Distribution Date, an amount equal to one month’s interest at the related Uncertificated REMIC I Pass-Through Rate. Uncertificated REMIC II Pass-Through Rate or Pass-Through Rate, as applicable, on the Uncertificated Balance or Uncertificated Notional Amount or Class Certificate

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Balance of each such REMIC Regular Interest. In the case of the REMIC Regular Interests, Uncertificated Accrued Interest will be reduced by any Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls (allocated to such REMIC Regular Interests based on their respective entitlements to interest irrespective of any Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for such Distribution Date). Uncertificated Accrued Interest with respect to each Distribution Date and each REMIC Regular Interest shall be reduced by Realized Losses, if any, allocated to such REMIC Regular Interest unless such Realized Loss is restored through Subsequent Recoveries.

Uncertificated Balance: The amount of any REMIC Regular Interest (other than REMIC II Regular Interest LTIO or the Class Swap-IO Interest) outstanding as of any date of determination. As of the Closing Date, the Uncertificated Balance of each REMIC Regular Interest (other than REMIC II Regular Interest LTIO or the Class Swap-IO Interest or other than as specified in the following paragraph) shall equal the amount set forth in the Preliminary Statement hereto as its initial uncertificated balance. On each Distribution Date, the Uncertificated Balance of each REMIC Regular Interest (other than REMIC II Regular Interest LTIO or the Class Swap-IO Interest) shall be reduced by all distributions of principal made on such REMIC Regular Interest on such Distribution Date pursuant to Section 4.08 and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses as provided in Section 4.08. The Uncertificated Balance of REMIC II Regular Interest LTZZ shall be increased by interest deferrals as provided in Section 4.08. The Uncertificated Balance of each REMIC Regular Interest shall never be less than zero.

As of the Closing Date, the Uncertificated Balance of REMIC II Regular Interest LTP shall equal the amount set forth in the Preliminary Statement hereto as its initial Uncertificated Balance. On each Distribution Date, the Uncertificated Balance of REMIC II Regular Interest LTP shall be reduced by all distributions of principal made on the Class P Certificate on such Distribution Date pursuant to Section 4.02.

Uncertificated Notional Amount: With respect to REMIC II Regular Interest LTIO and each Distribution Date listed below, the aggregate Uncertificated Balance of the REMIC I Regular Interests ending with the designation “A” listed below:


Distribution
Date		REMIC I Regular Interests
1 – 2		I-1-A through I-71-A and II-1-A through II-71-A
3		I-2-A through I-71-A and II-2-A through II-71-A
4		I-3-A through I-71-A and II-3-A through II-71-A
5		I-4-A through I-71-A and II-4-A through II-71-A
6		I-5-A through I-71-A and II-5-A through II-71-A
7		I-6-A through I-71-A and II-6-A through II-71-A
8		I-7-A through I-71-A and II-7-A through II-71-A
9		I-8-A through I-71-A and II-8-A through II-71-A
10		I-9-A through I-71-A and II-9-A through II-71-A
11		I-10-A through I-71-A and II-10-A through II-71-A
12		I-11-A through I-71-A and II-11-A through II-71-A
13		I-12-A through I-71-A and II-12-A through II-71-A
14		I-13-A through I-71-A and II-13-A through II-71-A
15		I-14-A through I-71-A and II-14-A through II-71-A
16		I-15-A through I-71-A and II-15-A through II-71-A
17		I-16-A through I-71-A and II-16-A through II-71-A
18		I-17-A through I-71-A and II-17-A through II-71-A

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Distribution
Date	REMIC I Regular Interests
19	I-18-A through I-71-A and II-18-A through II-71-A
20	I-19-A through I-71-A and II-19-A through II-71-A
21	I-20-A through I-71-A and II-20-A through II-71-A
22	I-21-A through I-71-A and II-21-A through II-71-A
23	I-22-A through I-71-A and II-22-A through II-71-A
24	I-23-A through I-71-A and II-23-A through II-71-A
25	I-24-A through I-71-A and II-24-A through II-71-A
26	I-25-A through I-71-A and II-25-A through II-71-A
27	I-26-A through I-71-A and II-26-A through II-71-A
28	I-27-A through I-71-A and II-27-A through II-71-A
29	I-28-A through I-71-A and II-28-A through II-71-A
30	I-29-A through I-71-A and II-29-A through II-71-A
31	I-30-A through I-71-A and II-30-A through II-71-A
32	I-31-A through I-71-A and II-31-A through II-71-A
33	I-32-A through I-71-A and II-32-A through II-71-A
34	I-33-A through I-71-A and II-33-A through II-71-A
35	I-34-A through I-71-A and II-34-A through II-71-A
36	I-35-A through I-71-A and II-35-A through II-71-A
37	I-36-A through I-71-A and II-36-A through II-71-A
38	I-37-A through I-71-A and II-37-A through II-71-A
39	I-38-A through I-71-A and II-38-A through II-71-A
40	I-39-A through I-71-A and II-39-A through II-71-A
41	I-40-A through I-71-A and II-40-A through II-71-A
42	I-41-A through I-71-A and II-41-A through II-71-A
43	I-42-A through I-71-A and II-42-A through II-71-A
44	I-43-A through I-71-A and II-43-A through II-71-A
45	I-44-A through I-71-A and II-44-A through II-71-A
46	I-45-A through I-71-A and II-45-A through II-71-A
47	I-46-A through I-71-A and II-46-A through II-71-A
48	I-47-A through I-71-A and II-47-A through II-71-A
49	I-48-A through I-71-A and II-48-A through II-71-A
50	I-49-A through I-71-A and II-49-A through II-71-A
51	I-50-A through I-71-A and II-50-A through II-71-A
52	I-51-A through I-71-A and II-51-A through II-71-A
53	I-52-A through I-71-A and II-52-A through II-71-A
54	I-53-A through I-71-A and II-53-A through II-71-A
55	I-54-A through I-71-A and II-54-A through II-71-A
56	I-55-A through I-71-A and II-55-A through II-71-A
57	I-56-A through I-71-A and II-56-A through II-71-A
58	I-57-A through I-71-A and II-57-A through II-71-A
59	I-58-A through I-71-A and II-58-A through II-71-A
60	I-59-A through I-71-A and II-59-A through II-71-A
61	I-60-A through I-71-A and II-60-A through II-71-A
62	I-61-A through I-71-A and II-61-A through II-71-A
63	I-62-A through I-71-A and II-62-A through II-71-A
64	I-63-A through I-71-A and II-63-A through II-71-A
65	I-64-A through I-71-A and II-64-A through II-71-A
66	I-65-A through I-71-A and II-65-A through II-71-A
67	I-66-A through I-71-A and II-66-A through II-71-A
68	I-67-A through I-71-A and II-67-A through II-71-A
69	I-68-A through I-71-A and II-68-A through II-71-A
70	I-69-A through I-71-A and II-69-A through II-71-A
71	I-70-A and I-71-A and II-70-A and II-71-A
72	I-71-A and II-71-A
thereafter	$	0.00

With respect to the Class Swap-IO Interest and any Distribution Date, an amount equal to the Uncertificated Notional Amount of REMIC II Regular Interest LTIO.

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Uncertificated REMIC I Pass-Through Rate: With respect to REMIC I Regular Interest I, a per annum rate equal to the weighted average of the Adjusted Net Mortgage Interest Rates of the Group 1 Mortgage Loans. With respect to each REMIC I Group 1 Regular Interest ending with the designation “A”, a per annum rate equal to the weighted average of the Adjusted Net Mortgage Interest Rates of the Group 1 Mortgage Loans multiplied by 2, subject to a maximum rate of the Fixed Payer Rate multiplied by 2. With respect to each REMIC I Group 1 Regular Interest ending with the designation “B”, a per annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted average of the Adjusted Net Mortgage Interest Rates of the Group 1 Mortgage Loans over (ii) the Fixed Payer Rate multiplied by 2 (or 0.00% if there is no such excess). With respect to REMIC I Regular Interest II, a per annum rate equal to the weighted average of the Adjusted Net Mortgage Interest Rates of the Group 2 Mortgage Loans. With respect to each REMIC I Group 2 Regular Interest ending with the designation “A”, a per annum rate equal to the weighted average of the Adjusted Net Mortgage Interest Rates of the Group 2 Mortgage Loans multiplied by 2, subject to a maximum rate of the Fixed Payer Rate multiplied by 2. With respect to each REMIC I Group 2 Regular Interest ending with the designation “B”, a per annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted average of the Adjusted Net Mortgage Interest Rates of the Group 2 Mortgage Loans over (ii) the Fixed Payer Rate multiplied by 2 (or 0.00% if there is no such excess).

Uncertificated REMIC II Pass-Through Rate: With respect to REMIC II Regular Interest LTAA, the REMIC II Corresponding Marker Interests, REMIC II Regular Interest LTZZ, REMIC II Regular Interest LT1SUB, REMIC II Regular Interest LT2SUB, REMIC II Regular Interest LTXX and REMIC II Regular Interest LTP, a per annum rate (but not less than zero) equal to the weighted average of: (x) with respect to REMIC I Regular Interest I, REMIC I Regular Interest II and each REMIC I Regular Interest ending with the designation “B”, the weighted average of the Uncertificated REMIC I Pass-Through Rates for such REMIC I Regular Interests, weighted on the basis of the Uncertificated Balances of such REMIC I Regular Interests for each such Distribution Date and (y) with respect to REMIC I Regular Interests ending with the designation “A”, for each Distribution Date listed below, the weighted average of the rates listed below for each such REMIC I Regular Interest listed below, weighted on the basis of the Uncertificated Balances of each such REMIC I Regular Interest for each such Distribution Date:


Distribution
Date	REMIC I Regular Interest	Rate
1	I-1-A through I-71-A and II-1-A through II-71-A	Uncertificated REMIC I Pass-Through Rate

2	I-1-A through I-71-A and II-1-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

3	I-2-A through I-71-A and II-2-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

4	I-3-A through I-71-A and II-3-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

5	I-4-A through I-71-A and II-4-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

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Distribution
Date	REMIC I Regular Interest	Rate
6	I-5-A through I-71-A and II-5-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

7	I-6-A through I-71-A and II-6-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

8	I-7-A through I-71-A and II-7-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

9	I-8-A through I-71-A and II-8-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

10	I-9-A through I-71-A and II-9-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

11	I-10-A through I-71-A and II-10-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

12	I-11-A through I-71-A and II-11-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

13	I-12-A through I-71-A and II-12-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

14	I-13-A through I-71-A and II-13-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

15	I-14-A through I-71-A and II-14-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

16	I-15-A through I-71-A and II-15-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

17	I-16-A through I-71-A and II-16-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

18	I-17-A through I-71-A and II-17-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

19	I-18-A through I-71-A and II-18-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

20	I-19-A through I-71-A and II-19-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

21	I-20-A through I-71-A and II-20-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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Distribution
Date	REMIC I Regular Interest	Rate
	I-1-A through I-19-A and II-1-A through II-19-A	Uncertificated REMIC I Pass-Through Rate

22	I-21-A through I-71-A and II-21-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

23	I-22-A through I-71-A and II-22-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

24	I-23-A through I-71-A and II-23-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

25	I-24-A through I-71-A and II-24-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

26	I-25-A through I-71-A and II-25-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

27	I-26-A through I-71-A and II-26-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

28	I-27-A through I-71-A and II-27-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

29	I-28-A through I-71-A and II-28-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

30	I-29-A through I-71-A and II-29-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

31	I-30-A through I-71-A and II-30-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

32	I-31-A through I-71-A and II-31-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

	I-1-A through I-30-A and II-1-A through II-30-A	Uncertificated REMIC I Pass-Through Rate

33	I-32-A through I-71-A and II-32-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

34	I-33-A through I-71-A and II-33-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

35	I-34-A through I-71-A and II-34-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

	I-1-A through I-33-A and II-1-A through II-33-A	Uncertificated REMIC I Pass-Through Rate

36	I-35-A through I-71-A and II-35-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

Fremont 2006-D
Pooling & Servicing Agreement


Distribution
Date	REMIC I Regular Interest	Rate
37	I-36-A through I-71-A and II-36-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

38	I-37-A through I-71-A and II-37-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

39	I-38-A through I-71-A and II-38-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

40	I-39-A through I-71-A and II-39-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

41	I-40-A through I-71-A and II-40-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

42	I-41-A through I-71-A and II-41-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

43	I-42-A through I-71-A and II-42-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

44	I-43-A through I-71-A and II-43-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

45	I-44-A through I-71-A and II-44-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

46	I-45-A through I-71-A and II-45-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

47	I-46-A through I-71-A and II-46-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

48	I-47-A through I-71-A and II-47-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

49	I-48-A through I-71-A and II-48-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

50	I-49-A through I-71-A and II-49-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

51	I-50-A through I-71-A and II-50-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

52	I-51-A through I-71-A and II-51-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

Fremont 2006-D
Pooling & Servicing Agreement


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

53	I-52-A through I-71-A and II-52-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

54	I-53-A through I-71-A and II-53-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

55	I-54-A through I-71-A and II-54-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

56	I-55-A through I-71-A and II-55-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

57	I-56-A through I-71-A and II-56-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

58	I-57-A through I-71-A and II-57-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

59	I-58-A through I-71-A and II-58-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

60	I-59-A through I-71-A and II-59-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

61	I-60-A through I-71-A and II-60-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

62	I-61-A through I-71-A and II-61-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

63	I-62-A through I-71-A and II-62-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

64	I-63-A through I-71-A and II-63-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

65	I-64-A through I-71-A and II-64-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

66	I-65-A through I-71-A and II-65-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

67	I-66-A through I-71-A and II-66-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

Fremont 2006-D
Pooling & Servicing Agreement


Distribution
Date	REMIC I Regular Interest	Rate
68	I-67-A through I-71-A and II-67-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

	I-1-A through I-66-A and II-1-A through II-66-A	Uncertificated REMIC I Pass-Through Rate

69	I-68-A through I-71-A and II-68-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

	I-1-A through I-67-A and II-1-A through II-67-A	Uncertificated REMIC I Pass-Through Rate

70	I-69-A through I-71-A and II-69-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

71	I-70-A and I-71-A and II-70-A and II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

	I-1-A through I-69-A and II-1-A through II-69-A	Uncertificated REMIC I Pass-Through Rate

72	I-71-A and II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

	I-1-A through I-70-A and II-1-A through II-70-A	Uncertificated REMIC I Pass-Through Rate

Thereafter	I-1-A through I-71-A and II-1-A through II-71-A	Uncertificated REMIC I Pass-Through Rate

With respect to REMIC II Regular Interest LT1GRP, a per annum rate (but not less than zero) equal to the weighted average of (x) with respect to REMIC I Regular Interest I and REMIC I Group 1 Regular Interests ending with the designation “B”, the weighted average of the Uncertificated REMIC I Pass-Through Rates for such REMIC I Regular Interests, weighted on the basis of the Uncertificated 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 Balances of each such REMIC II Regular Interest for each such Distribution Date:


Distribution
Date	REMIC I Regular Interest	Rate
1	I-1-A through I-71-A	Uncertificated REMIC I Pass-Through Rate

2	I-1-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

3	I-2-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

4	I-3-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

5	I-4-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

6	I-5-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

7	I-6-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

Fremont 2006-D
Pooling & Servicing Agreement


Distribution
Date	REMIC I Regular Interest	Rate
8	I-7-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

9	I-8-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

10	I-9-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

11	I-10-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

12	I-11-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

13	I-12-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

14	I-13-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

15	I-14-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

16	I-15-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

17	I-16-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

18	I-17-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

19	I-18-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

20	I-19-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

21	I-20-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

22	I-21-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

23	I-22-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

Fremont 2006-D
Pooling & Servicing Agreement


Distribution
Date	REMIC I Regular Interest	Rate
	I-1-A through I-21-A	Uncertificated REMIC I Pass-Through Rate

24	I-23-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

25	I-24-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

26	I-25-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

27	I-26-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

28	I-27-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

29	I-28-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

30	I-29-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate
	I-1-A through I-28-A	Uncertificated REMIC I Pass-Through Rate


31	I-30-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

32	I-31-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

	I-1-A through I-30-A	Uncertificated REMIC I Pass-Through Rate

33	I-32-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

34	I-33-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

35	I-34-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

	I-1-A through I-33-A	Uncertificated REMIC I Pass-Through Rate

36	I-35-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

37	I-36-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

38	I-37-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

Fremont 2006-D
Pooling & Servicing Agreement


Distribution
Date	REMIC I Regular Interest	Rate
39	I-38-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

40	I-39-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

41	I-40-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

42	I-41-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

43	I-42-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

44	I-43-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

45	I-44-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

46	I-45-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

47	I-46-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

48	I-47-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

49	I-48-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

50	I-49-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

51	I-50-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

52	I-51-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

	I-1-A through I-50-A	Uncertificated REMIC I Pass-Through Rate

53	I-52-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

54	I-53-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

Fremont 2006-D
Pooling & Servicing Agreement


Distribution
Date	REMIC I Regular Interest	Rate
	I-1-A through I-52-A	Uncertificated REMIC I Pass-Through Rate

55	I-54-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

56	I-55-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

57	I-56-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

58	I-57-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

59	I-58-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

60	I-59-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

61	I-60-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

62	I-61-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

63	I-62-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

64	I-63-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

65	I-64-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

66	I-65-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

67	I-66-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

68	I-67-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

	I-1-A through I-66-A	Uncertificated REMIC I Pass-Through Rate

69	I-68-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

	I-1-A through I-67-A	Uncertificated REMIC I Pass-Through Rate

Fremont 2006-D
Pooling & Servicing Agreement


Distribution
Date	REMIC I Regular Interest	Rate
70	I-69-A through I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

71	I-70-A and I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

	I-1-A through I-69-A	Uncertificated REMIC I Pass-Through Rate

72	I-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

	I-1-A through I-70-A	Uncertificated REMIC I Pass-Through Rate

Thereafter	I-1-A through I-71-A	Uncertificated REMIC I Pass-Through Rate

With respect to REMIC II Regular Interest LT2GRP, a per annum rate (but not less than zero) equal to the weighted average of (x) with respect to REMIC I Regular Interest II and REMIC I Group 2 Regular Interests ending with the designation “B”, the weighted average of the Uncertificated REMIC I Pass-Through Rates for such REMIC I Regular Interests, weighted on the basis of the Uncertificated Balances of each such REMIC I Regular Interest for each such Distribution Date and (y) with respect to REMIC I Group 2 Regular Interests ending with the designation “A”, for each Distribution Date listed below, the weighted average of the rates listed below for such REMIC I Regular Interests listed below, weighted on the basis of the Uncertificated Balances of each such REMIC I Regular Interest for each such Distribution Date:


Distribution
Date	REMIC I Regular Interest	Rate
1	II-1-A through II-71-A	Uncertificated REMIC I Pass-Through Rate

2	II-1-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

3	II-2-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

4	II-3-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

5	II-4-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

6	II-5-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

7	II-6-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

8	II-7-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

9	II-8-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

Fremont 2006-D
Pooling & Servicing Agreement


Distribution
Date	REMIC I Regular Interest	Rate
10	II-9-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

11	II-10-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

12	II-11-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

13	II-12-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

14	II-13-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

15	II-14-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

16	II-15-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

17	II-16-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

18	II-17-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

19	II-18-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

20	II-19-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

21	II-20-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

22	II-21-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

23	II-22-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

24	II-23-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

25	II-24-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

Fremont 2006-D
Pooling & Servicing Agreement


Distribution
Date	REMIC I Regular Interest	Rate
	II-1-A through II-23-A	Uncertificated REMIC I Pass-Through Rate

26	II-25-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

27	II-26-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

28	II-27-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

29	II-28-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

30	II-29-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

31	II-30-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

32	II-31-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

	II-1-A through II-30-A	Uncertificated REMIC I Pass-Through Rate

33	II-32-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

34	II-33-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

35	II-34-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

	II-1-A through II-33-A	Uncertificated REMIC I Pass-Through Rate

36	II-35-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

37	II-36-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

38	II-37-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

39	II-38-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

40	II-39-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

Fremont 2006-D
Pooling & Servicing Agreement


Distribution
Date	REMIC I Regular Interest	Rate
41	II-40-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

42	II-41-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

43	II-42-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

44	II-43-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

45	II-44-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

46	II-45-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

47	II-46-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

48	II-47-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

49	II-48-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

50	II-49-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

51	II-50-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

52	II-51-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

	II-1-A through II-50-A	Uncertificated REMIC I Pass-Through Rate

53	II-52-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

54	II-53-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

55	II-54-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

56	II-55-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

Fremont 2006-D
Pooling & Servicing Agreement


Distribution
Date	REMIC I Regular Interest	Rate
	II-1-A through II-54-A	Uncertificated REMIC I Pass-Through Rate

57	II-56-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

58	II-57-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

59	II-58-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

60	II-59-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

61	II-60-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

62	II-61-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

63	II-62-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

64	II-63-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

65	II-64-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

66	II-65-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

67	II-66-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

68	II-67-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

	II-1-A through II-66-A	Uncertificated REMIC I Pass-Through Rate

69	II-68-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

	II-1-A through II-67-A	Uncertificated REMIC I Pass-Through Rate

70	II-69-A through II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

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

71	II-70-A and II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

	II-1-A through II-69-A	Uncertificated REMIC I Pass-Through Rate

Fremont 2006-D
Pooling & Servicing Agreement


Distribution
Date	REMIC I Regular Interest	Rate
72	II-71-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC I Pass-Through Rate

	II-1-A through II-70-A	Uncertificated REMIC I Pass-Through Rate

Thereafter	II-1-A through II-71-A	Uncertificated REMIC I Pass-Through Rate

With respect to REMIC II Regular Interest LTIO, and (i) the first Distribution Date through the 72nd Distribution Date, the excess, if any, of (x) the weighted average of the Uncertificated REMIC I Pass-Through Rates for REMIC I Regular Interests including the designation “A,” over (y) 2 multiplied by Swap LIBOR (or 0.00% if there is no such excess) and (ii) thereafter, 0.00%.

Underwriters’ Exemption: Any exemption listed in footnote 1 of, and amended by, Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002), or any successor exemption.

Underwriting Guidelines: The underwriting guidelines attached to the Purchase Agreement.

Unpaid Interest Shortfall Amount: (i) For each Class of Senior Certificates and Subordinate Certificates and the first Distribution Date, zero, and (ii) with respect to each Class of Senior Certificates and Subordinate Certificates and any Distribution Date after the first Distribution Date, the amount, if any, by which (a) the sum of (1) the Current Interest for such Class for the immediately preceding Distribution Date and (2) the outstanding Unpaid Interest Shortfall Amount, if any, for such Class for such preceding Distribution Date exceeds (b) the aggregate amount distributed on such Class in respect of interest pursuant to clause (a) of this definition on such preceding Distribution Date, plus interest on the amount of interest due but not paid on the Certificates of such Class on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate for such Class for the related Accrual Period.

Unpaid Realized Loss Amount: For any Class of Senior Certificates or Subordinate Certificates and any Distribution Date, the portion of any Realized Losses previously allocated to that Class remaining unpaid from prior Distribution Dates.

U.S. Person: (i) A citizen or resident of the United States; (ii) a corporation (or entity treated as a corporation for tax purposes) created or organized in the United States or under the laws of the United States or of any State thereof, including, for this purpose, the District of Columbia; (iii) a partnership (or entity treated as a partnership for tax purposes) organized in the United States or under the laws of the United States or of any state thereof, including, for this purpose, the District of Columbia (unless provided otherwise by future Treasury regulations); (iv) an estate whose income is includible in gross income for United States income tax purposes regardless of its source; or (v) a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. Persons have authority to control all substantial decisions of the trust. Notwithstanding the last clause of the preceding sentence, to the extent provided in Treasury regulations, certain trusts in existence on August 20, 1996, and treated as U.S. Persons prior to such date, may elect to continue to be U.S. Persons.

Fremont 2006-D
Pooling & Servicing Agreement

Voting Rights: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. As of any date of determination, (a) 1% of all Voting Rights shall be allocated to the Class C Certificates, if any (such Voting Rights to be allocated among the Holders of Certificates of each such Class in accordance with their respective Percentage Interests), (b) 1% of all Voting Rights shall be allocated to the Class P Certificates, if any, and (c) the remaining Voting Rights shall be allocated among Holders of the remaining Classes of Certificates in proportion to the Certificate Principal Balances of their respective Certificates on such date.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

Section 2.01. Conveyance of Mortgage Loans.

The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to the Trust Fund, together with all rights of the Depositor under the Swap Administration Agreement (if any), and the Trustee, on behalf of the Trust, hereby accepts the Trust Fund.

(a) In connection with the transfer and assignment of each Mortgage Loan, the Depositor has delivered or caused to be delivered to the Trustee or the Trust Administrator or its designee, as applicable, for the benefit of the Certificateholders, the following documents or instruments with respect to each Mortgage Loan so assigned:

(i) the original Mortgage Note bearing all intervening endorsements showing a complete chain of endorsement from the originator to the last endorsee, endorsed “Pay to the order of , without recourse” and signed (which may be by facsimile signature) in the name of the last endorsee by an authorized officer. To the extent that there is no room on the face of the Mortgage Notes for endorsements, the endorsement may be contained on an allonge, if state law so allows and the Trustee is so advised by the Depositor that state law so allows;

(ii) the original of any guarantee executed in connection with the Mortgage Note;

(iii) with respect to each Mortgage Loan, the original Mortgage with evidence of recording thereon or a certified true copy of such Mortgage submitted for recording. If in connection with any Mortgage Loan, the Originator cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Originator (to the extent that it has not previously delivered the same to the Depositor, the Trustee or the Trust Administrator) shall deliver or cause to be delivered to the Trustee or Trust Administrator, (1) a photocopy of such Mortgage, certified by the Originator (or certified by the title company, escrow agent, or closing attorney) to be a true and

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complete copy of such Mortgage dispatched to the appropriate public recording office for recordation; and (2) upon receipt thereof by the Originator, the original recorded Mortgage, or, in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage;

(iv) the originals of all assumption, modification, consolidation or extension agreements (if provided), with evidence of recording thereon or a certified true copy of such agreement submitted for recording;

(v) except with respect to each MERS Designated Mortgage Loan, the original Assignment of Mortgage for each Mortgage Loan endorsed in blank and in recordable form;

(vi) with respect to each Mortgage Loan, the originals of all intervening Assignments of Mortgage (if any) evidencing a complete chain of assignment from the applicable originator (or MERS with respect to each MERS Designated Mortgage Loan) to the last endorsee with evidence of recording thereon, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded Assignments of Mortgage, the Originator (to the extent that it has not previously delivered the same to the Depositor, the Trustee or the Trust Administrator) shall deliver or cause to be delivered to the Trustee or the Trust Administrator, (1) a photocopy of such intervening assignment, certified by the Originator (or certified by the title company, escrow agent, or closing attorney) to be a complete copy of such intervening Assignment of Mortgage dispatched to the appropriate public recording office for recordation upon receipt thereof by the Originator, and (2) the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment;

(vii) the original or duplicate lender’s title policy and any riders thereto or, any one of an original title binder, an original or copy of the preliminary title report or an original or copy of the title commitment, and if, copies then certified by the title company;

(viii) a security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage (if provided); and

(ix) original powers of attorney, if applicable, with evidence of recording thereon, if required.

Each Mortgage Loan for which a Mortgage Note is missing shall be evidenced by a lost note affidavit as of the Closing Date. In the event, for purposes of the Closing Date, one or more lost note affidavits are provided to cover multiple missing Mortgage Notes, the Originator shall deliver to the Trustee or the Trust Administrator the applicable individual lost note affidavits

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within ten (10) Business Days of the Closing Date. If the Originator fails to deliver the required individual lost note affidavits within the specified period of time, the Trustee or the Trust Administrator shall notify the Originator to take such remedial actions, including, without limitation, the repurchase by the Originator of such Mortgage Loan within 30 days of the Closing Date.

The Originator shall deliver to the Trustee or the Trust Administrator the applicable recorded document promptly upon receipt from the respective recording office but in no event later than 150 days from the Closing Date.

If any Mortgage has been recorded in the name of Mortgage Electronic Registration System, Inc. (“MERS”) or its designee, no Assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Servicer shall take all reasonable actions as are necessary at the expense of the Depositor to cause the Trustee to be shown as the owner of the related Mortgage Loan on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

From time to time, the Originator shall forward with respect to the Mortgage Loans, to the Trustee or the Trust Administrator additional original documents, and additional documents evidencing an assumption, modification, consolidation or extension of a Mortgage Loan approved by the Originator in accordance with the terms of this Agreement. All such mortgage documents held by the Trustee or the Trust Administrator as to each Mortgage Loan shall constitute the “Custodial File.”

The requirements of this paragraph relate only to Mortgage Loans that are not MERS Designated Mortgage Loans. On or prior to the Closing Date, the Originator shall deliver to the Trustee or Trust Administrator Assignments of Mortgages, in blank, for each Mortgage Loan (except with respect to each MERS Designated Mortgage Loan). The Originator shall cause such Assignments of Mortgage with completed recording information to be provided to the Trustee or the Trust Administrator in a reasonably acceptable manner. No later than thirty (30) Business Days following the later of the Closing Date and the date of receipt by the Servicer of the fully completed Assignments of Mortgages in recordable form, the Servicer shall promptly submit or cause to be submitted for recording, at the expense of the Originator at no expense to the Trust Fund, the Master Servicer, the Trust Administrator, the Trustee or the Depositor in the appropriate public office for real property records, each Assignment of Mortgage referred to in Section 2.01(a)(vi). Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments of Mortgage shall not be required to be completed and submitted for recording with respect to any Mortgage Loan if the Trustee, the Trust Administrator and each Rating Agency have received an opinion of counsel, satisfactory in form and substance to the Trustee and Trust Administrator and each Rating Agency, to the effect that the recordation of such Assignments of Mortgage in any specific jurisdiction is not necessary to protect the Trustee’s interest in the related Mortgage Note. If the Assignment of Mortgage is to be recorded, the Mortgage shall be assigned by the Originator at the Originator’s expense to “HSBC Bank USA, National Association, as trustee under the Pooling and Servicing Agreement dated as of November 1, 2006, Fremont Home Loan Trust 2006-D.” In the event that any such assignment is lost or returned unrecorded because of a

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defect therein, the Originator shall promptly prepare a substitute assignment to cure such defect and thereafter cause each such assignment to be duly recorded.

On or prior to the Closing Date, the Depositor shall deliver to the Trustee, the Servicer and the Trust Administrator a copy of the Data Tape Information in an electronic, machine readable medium in a form mutually acceptable to the Depositor, the Servicer, the Master Servicer, the Trust Administrator and the Trustee. Within ten (10) Business Days of the Closing Date, the Depositor shall deliver a copy of the complete Mortgage Loan Schedule to the Trustee, the Master Servicer, the Trust Administrator and the Servicer.

In the event, with respect to any Mortgage Loans, that such original or copy of any document submitted for recordation to the appropriate public recording office is not so delivered to the Trustee or the Trust Administrator within 150 days following the Closing Date, and in the event that the Originator does not cure such failure within 30 days of discovery or receipt of written notification of such failure from the Depositor or the NIM Insurer, if any, the related Mortgage Loan shall, upon the request of the Depositor or the NIM Insurer, if any, be repurchased by the Originator at the price and in the manner specified in Section 2.03. The foregoing repurchase remedy shall not apply in the event that the Originator cannot deliver such original or copy of any document submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided, that the Originator shall instead deliver a recording receipt of such recording office or, if such recording receipt is not available, an officer’s certificate of an officer of the Originator confirming that such document has been accepted for recording.

Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains or loses the original Mortgage or assignment after it has been recorded, the obligations of the Originator shall be deemed to have been satisfied upon delivery by the Originator to the Trustee or the Trust Administrator prior to the Closing Date of a copy of such Mortgage or assignment, as the case may be, certified (such certification to be an original thereof) by the public recording office to be a true and complete copy of the recorded original thereof.

(b) The Depositor does hereby establish, pursuant to the further provisions of this Agreement and the laws of the State of New York, an express trust (the “Trust”) to be known, for convenience, as “Fremont Home Loan Trust 2006-D” and HSBC Bank USA, National Association is hereby appointed as Trustee in accordance with the provisions of this Agreement.

(c) The Trust shall have the capacity, power and authority, and the Trustee on behalf of the Trust is hereby authorized and directed, to accept the sale, transfer, assignment, set over and conveyance by the Depositor to the Trust of all the right, title and interest of the Depositor in and to the Trust Fund (including, without limitation, the Mortgage Loans) pursuant to Section 2.01(a). Solely in its capacity as Trust Administrator, the Trust Administrator is hereby authorized and directed, on behalf of the Certificateholders, to enter into the Swap Agreement and the Swap Administration Agreement. The Trust Administrator, as Swap Administrator, is also hereby authorized and directed to enter into the Swap Administration Agreement.

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(d) The parties hereto acknowledge and agree that it is the policy and intention of the Trust to acquire only Mortgage Loans meeting the requirements set forth in this Agreement, including without limitation, the representation and warranty set forth in paragraph II(l) of Schedule IV hereto.

(e) Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of Custodial Files, including but not limited to certain insurance policies and documents contemplated by this Agreement, and preparation and delivery of the Initial Certification and the Document Certification and Exception Report shall be performed by the Trust Administrator or Custodian, as applicable, pursuant to the terms and conditions of this Agreement.

Section 2.02. Acceptance by the Trustee or Trust Administrator of the Mortgage Loans.

The Trustee or the Trust Administrator on its behalf acknowledges receipt of the documents identified in its initial certification in the form annexed hereto as Exhibit E (the “Initial Certification”), and declares that it, or the Trust Administrator on its behalf, holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. Each of the Trustee and the Trust Administrator, as applicable, on its behalf acknowledges that it will maintain possession of the related Mortgage Notes in any of the states of Minnesota, California or Utah, unless otherwise permitted by the Rating Agencies.

Prior to and as a condition to the Closing, the Trustee shall deliver, or cause the Trust Administrator to deliver, via facsimile (with original to follow the next Business Day) to the Depositor, the Master Servicer and the Servicer the Initial Certification prior to the Closing Date, or as the Depositor agrees, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan with any exceptions thereon. The Trustee or the Trust Administrator, as applicable, shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File.

The Trustee or the Trust Administrator, as applicable, shall ascertain that all documents in the Custodial File required to be reviewed by it are in its possession, and shall deliver to the Depositor, the Master Servicer and the Servicer the Initial Certification on the Closing Date, and shall deliver to the NIM Insurer, if any, the Depositor and the Servicer a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, within 90 days after the Closing Date to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents required to be received by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (i), (ii) and (xii) of the Mortgage Loan Schedule and items (1), (2), (3) and (13) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. The Trustee or Trust Administrator, as applicable, shall not be

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responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File.

The Trustee or the Trust Administrator, as applicable, shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Trustee or the Trust Administrator, as applicable, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Servicer from time to time.

The Originator shall deliver to the Servicer copies of all trailing documents required to be included in the Custodial File at the same time the original or certified copies thereof are delivered to the Trustee or the Trust Administrator, as applicable, including but not limited to such documents as the title insurance policy and any other Mortgage Loan documents upon return from the public recording office. The documents shall be delivered by the Originator at the Originator’s expense to the Servicer and in no event shall the Servicer be responsible for such expense.

Section 2.03. Representations, Warranties and Covenants of the Originator and the Servicer.

(a) The Originator hereby makes the representations and warranties set forth in Schedule IV hereto to the Depositor, the Trust Administrator and the Trustee as of the Closing Date.

(b) It is understood and agreed that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the Depositor, the Trust Administrator and the Trustee notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the Originator, the Depositor, the Trustee, the Trust Administrator, the Master Servicer, the NIM Insurer, if any, or the Servicer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the others.

(c) Within 30 days of the earlier of either discovery by or notice to the Originator that any Mortgage Loan does not conform to the requirements as determined in the Trustee’s or the Trust Administrator’s review of the related Custodial File or within 60 days of the earlier of either discovery by or notice to the Originator of any breach of a representation or warranty set forth in Schedule IV hereto, that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the Originator shall use its best efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File or promptly to cure such breach in all material respects and, if such defect or breach cannot be remedied, the Originator shall, (i) if such 30- or 60-day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such related Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund and substitute in its place a Qualified Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section 2.03, or (ii) repurchase such Mortgage Loan at the Repurchase Price; provided, however,

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that any such substitution pursuant to clause (i) above shall not be effected prior to the delivery to the Trustee, the Trust Administrator and the NIM Insurer, if any, of the Opinion of Counsel required by Section 2.04, if any, and a Request for Release substantially in the form of Exhibit J, and the Mortgage File for any such Qualified Substitute Mortgage Loan; provided, further, that with respect to any representations and warranties which are made to the best of the Originator’s knowledge, if it is discovered by the Originator, the Servicer, the Master Servicer, the Trust Administrator, the Depositor, the NIM Insurer, if any, or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loans or materially and adversely affects the interests of the Trustee or the Certificateholders therein or such inaccuracy materially and adversely affects the value of the related Mortgage Loan or materially and adversely affects the interests of the Trustee or the Certificateholders therein in the case of a representation and warranty relating to a particular Mortgage Loan, notwithstanding the Originator’s lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and warranty. In the event that a breach which materially and adversely affects the value of the related Mortgage Loan or Mortgage Loans, as the case may be, or the interests of the Trustee or the Certificateholders therein, shall involve any representation or warranty set forth in Schedule IV, and such breach cannot be cured within 60 days of the earlier of either discovery by or notice to the Originator of such breach, all of the Mortgage Loans shall, at the Depositor’s option, be repurchased by the Originator at the Repurchase Price. Notwithstanding the foregoing, a breach which causes a Mortgage Loan not to constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, or by the Originator of any of the representations and warranties set forth in clauses I(tt), I(uu) or I(lll) of Schedule IV, in each case, will be deemed automatically to materially and adversely affect the value of such Mortgage Loan and the interests of the Trustee and Certificateholders in such Mortgage Loan. In the event that the Trustee or the Trust Administrator receives notice of a breach by the Originator of any of the representations and warranties set forth in clauses I(tt), I(uu) or I(lll) of Schedule IV, the Trustee or the Trust Administrator shall give notice of such breach to the Originator and request the Originator to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the Originator’s receipt of such notice. The Originator shall repurchase each such Deleted Mortgage Loan within 60 days of the earlier of discovery or receipt of notice with respect to each such Deleted Mortgage Loan.

(d) With respect to any Qualified Substitute Mortgage Loan or Loans, the Originator shall deliver to the Trustee or the Trust Administrator for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Qualified Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Originator on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Originator shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan.

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(e) In connection with any repurchase or substitution of a Mortgage Loan pursuant to this Section 2.03, the Servicer shall, based on information provided by the Originator, amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee, the Trust Administrator, the NIM Insurer, if any, and the Master Servicer. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Originator shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Mortgage Loan. Upon any such substitution and the deposit to the Collection Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Trustee or the Trust Administrator, as applicable, shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the Originator and shall execute and deliver at the direction of the Originator such instruments of transfer or assignment prepared by the Originator in each case without recourse, as shall be necessary to vest title in the Originator or its designee, the Trustee’s interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03.

(f) For any month in which the Originator substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after application of the scheduled principal portion of the Scheduled Payments due in the Due Period of substitution). The amount of such shortage (the “Substitution Adjustment Amount”) plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Deleted Mortgage Loans shall be remitted by the Originator to the Servicer for deposit into the Collection Account on or before the next Remittance Date.

(g) In addition to such repurchase or substitution obligations, the Originator shall indemnify the Depositor, any of its Affiliates, the Servicer, the Master Servicer, the Trust Administrator, the NIM Insurer, if any, and the Trustee and hold such parties harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by the Originator of any of its representations and warranties contained in this Agreement.

(h) In the event that a Mortgage Loan shall have been repurchased pursuant to this Agreement, the proceeds from such repurchase shall be deposited in the Collection Account by the Servicer pursuant to Section 3.10 on or before the next Remittance Date and upon such deposit of the Repurchase Price, the delivery of the Opinion of Counsel required by Section 2.04, if applicable, and receipt of a Request for Release in the form of Exhibit J hereto, the Trustee or the Trust Administrator, as applicable, shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the Servicer, and the Trustee shall execute and deliver at such Person’s direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, as shall be necessary to transfer title from the

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Trustee. It is understood and agreed that the obligation under this Agreement of any Person to cure, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing, together with any related indemnification obligations, shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor, the Servicer, the Master Servicer, the Trust Administrator, the NIM Insurer, if any, or the Trustee on their behalf.

The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Custodial Files to the Trustee or Trust Administrator for the benefit of the Certificateholders.

Section 2.04. Delivery of Opinion of Counsel in Connection with Substitution; Non-Qualified Mortgages.

(a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.03 shall be made more than 90 days after the Closing Date unless the Originator delivers to the Trustee, the Trust Administrator and the NIM Insurer, if any, an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee, the Trust Administrator, the NIM Insurer, if any, or the Trust Fund, addressed to the Trustee, the Trust Administrator and the NIM Insurer, if any, to the effect that such substitution will not (i) result in the imposition of the tax on “prohibited transactions” on any Trust REMIC or contributions after the Start-up Day, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding.

(b) Upon discovery by the Depositor, the Originator, the Master Servicer, the Trust Administrator, the Servicer, the NIM Insurer, if any, or the Trustee that any Mortgage Loan does not constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five (5) Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Originator to repurchase the affected Mortgage Loan within 30 days of the earlier of discovery or receipt of notice in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to Section 2.03. The Trustee shall reconvey to the Originator the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Section 2.05. Execution and Delivery of Certificates.

The Trustee acknowledges the transfer and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, the Trust Administrator has executed and delivered to or upon the order of the Depositor, the Certificates in authorized denominations evidencing directly or indirectly the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates.

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Section 2.06. Representations and Warranties of the Depositor.

The Depositor hereby represents, warrants and covenants to the Trustee, the Trust Administrator, the Master Servicer, the Swap Administrator the Servicer and the Originator that as of the date of this Agreement or as of such date specifically provided herein:

(a) The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware;

(b) The Depositor has the corporate power and authority to convey the Mortgage Loans and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by, this Agreement;

(c) This Agreement has been duly and validly authorized, executed and delivered by the Depositor, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the Master Servicer, the Trust Administrator, the Servicer, the Originator and the Trustee, constitutes or will constitute the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Depositor with this Agreement or the consummation by the Depositor of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date;

(e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the charter or bylaws of the Depositor, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; (ii) results or will result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Depositor of any court or governmental authority having jurisdiction over the Depositor or its subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans;

(f) There are no actions, suits or proceedings before or against or investigations of, the Depositor pending, or to the knowledge of the Depositor, threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Depositor’s reasonable judgment, might materially and adversely affect the performance by the

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Depositor of its obligations under this Agreement, or the validity or enforceability of this Agreement;

(g) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency that may materially and adversely affect its performance hereunder;

(h) Immediately prior to the transfer and assignment by the Depositor to the Trustee on the Closing Date, the Depositor had good title to, and was the sole owner of each Mortgage Loan, free of any interest of any other Person, and the Depositor has transferred all right, title and interest in each Mortgage Loan to the Trustee. The transfer of each Mortgage Note and each Mortgage as and in the manner contemplated by this Agreement is sufficient either (i) fully to transfer to the Trustee, for the benefit of the Certificateholders, all right, title, and interest of the Depositor thereto as note holder and mortgagee or (ii) to grant to the Trustee, for the benefit of the Certificateholders, the security interest referred to in Section 10.04;

It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.06 shall survive delivery of the respective Custodial Files to the Trustee or to a custodian, as the case may be, and shall inure to the benefit of the Trustee.

Within 60 days of the earlier of either discovery by or notice to the Depositor of a breach of the representations and warranties set forth in clause (h) above that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the Depositor shall use its best efforts to promptly cure such breach in all material respects and if such defect or breach cannot be remedied, the Depositor shall either (i) if such 60-day period expires prior to the second anniversary of the Closing Date, remove such Deleted Mortgage Loan from the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in Section 2.03, or (ii) repurchase such Mortgage Loan at the Repurchase Price. The obligations of the Depositor to cure such breach or to substitute or purchase any Mortgage Loan constitute the sole remedies respecting a material breach of any such representation or warranty to the Holders of the Certificates and the Trustee.

Section 2.07. Representations, Warranties and Covenants of the Servicer, the Originator and the Master Servicer.

(a) The Servicer hereby represents, warrants and covenants to the Trustee, the Trust Administrator, the Swap Administrator, the Master Servicer, the Originator and the Depositor that as of the Closing Date or as of such date specifically provided herein:

(i) The Servicer is an industrial bank duly organized, validly existing and in good standing under the laws of the State of California and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property related to a Mortgage Loan is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such State, to the extent necessary to ensure its ability to enforce each Mortgage Loan serviced and to service the Mortgage Loans in accordance with the terms of this Agreement;

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(ii) The Servicer has the full power and authority to service each Mortgage Loan which the Servicer is required to service hereunder, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of the Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the Depositor, the Originator, the Master Servicer, the Swap Administrator, the Trust Administrator and the Trustee, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except to the extent that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought;

(iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and will not (A) result in a breach of any term or provision of the organizational documents of the Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole;

(iv) The Servicer is a HUD-approved non-supervised mortgagee pursuant to Section 203 and Section 211 of the National Housing Act, and no event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or which would require notification to HUD;

(v) No litigation is pending or, to the best knowledge of the Servicer, threatened against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof;

(vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer

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of, or compliance by the Servicer with, this Agreement or the consummation by the Servicer of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date;

(vii) The Servicer will not waive any Prepayment Premium or part of a Prepayment Premium unless such waiver would, in the reasonable opinion of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Premium and related Mortgage Loan and doing so is standard and customary in servicing Mortgage Loans similar to the Mortgage Loans (including any waiver of a Prepayment Premium in connection with a refinancing of a Mortgage Loan that is related to a default or an imminent default), and in no event will it waive a Prepayment Premium in connection with a refinancing of a Mortgage Loan that is not related to a default or an imminent default. Notwithstanding the previous sentence, if the Servicer has not received any document or information necessary for the Servicer to verify the existence or amount of the related Prepayment Premium or if the Servicer determines that any Prepayment Premium is not legally enforceable under the circumstances in which the related Principal Prepayment occurs, then the Servicer shall not be required to attempt to collect the applicable Prepayment Premium, and shall have no liability or obligation with respect to such Prepayment Premium pursuant to Section 3.07(a) hereof;

(viii) For each Mortgage Loan, the Servicer will accurately, fully and in a timely manner report its borrower credit files to each of the three credit repositories; and

(ix) the Servicer is a member of MERS in good standing and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the MERS Designated Mortgage Loans for as long as such Mortgage Loans are registered with MERS.

(b) The Originator hereby represents, warrants and covenants to the Trustee, the Trust Administrator, the Master Servicer, the Swap Administrator, the Servicer and the Depositor that as of the Closing Date or as of such date specifically provided herein:

(i) The Originator is an industrial bank duly organized, validly existing and in good standing under the laws of the state of California;

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

(iii) The execution and delivery by the Originator of this Agreement have been duly authorized by all necessary corporate action on the part of the Originator; and neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herein, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Originator or its properties or the certificate of incorporation or by-laws of the Originator, except

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those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Originator’s ability to enter into this Agreement and to consummate the transactions contemplated hereby;

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

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

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

(vii) The Originator hereby makes the representations and warranties set forth in Exhibit A to the Mortgage Loan Purchase Agreement, as of the Closing Date, or the date specified therein, with respect to the Mortgage Loans identified on Schedule I hereto; and

(viii) The Originator is a member of MERS in good standing and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the MERS Mortgage Loans for as long as such Mortgage Loans are registered with MERS.

(c) The Master Servicer hereby represents, warrants and covenants to the Servicer, the Originator, the Depositor and the Trustee, for the benefit of each of the Trustee and the Certificateholders, that as of the Closing Date or as of such date specifically provided herein:

(i) The Master Servicer is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;

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(ii) The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Depositor, the Originator, the Servicer and the Trustee, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;

(iii) The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, the ability of the Master Servicer to perform its obligations under this Agreement;

(iv) The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;

(v) No litigation is pending against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to perform any of its other obligations hereunder in accordance with the terms hereof;

(vi) There are no actions or proceedings against, or investigations known to it of, the Master Servicer before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Master Servicer of its obligations under, or validity or enforceability of, this Agreement; and

(vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the

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consummation by it of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date.

(d) It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.07 shall survive delivery of the Mortgage Files to the Trustee. Upon discovery by any of the Depositor, the Originator, the Master Servicer, the Swap Administrator, the Trust Administrator, the Servicer, the NIM Insurer, if any, or the Trustee of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan, Prepayment Premium or the interests therein of the Certificateholders, the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) to the other such parties. The obligation of the Originator set forth in Section 2.03(d) to cure breaches shall constitute the sole remedy against the Originator available to the Certificateholders, the Depositor, the Trust Administrator or the Trustee on behalf of the Certificateholders respecting a breach of the Originator’s representations, warranties and covenants contained in paragraph (b)(vii) of this Section 2.07. The obligation of the Servicer set forth in Section 3.07(a) to pay the amount of any waived Prepayment Premium shall constitute the sole remedy against the Servicer available to the Certificateholders, the Depositor, the Trust Administrator or the Trustee on behalf of the Certificateholders respecting a breach of the Servicer’s representations, warranties and covenants contained in paragraph (a)(vii) of this Section 2.07.

ARTICLE III

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01. Servicer to Service Mortgage Loans.

(a) For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans in accordance with the terms of this Agreement and the respective Mortgage Loans, to the extent consistent with such terms and in accordance with Accepted Servicing Practices but without regard to:

(i) any relationship that the Servicer, any Subservicer or any Affiliate of the Servicer or any Subservicer may have with the related Mortgagor;

(ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer;

(iii) the Servicer’s obligation to make P&I Advances or Servicing Advances; or

(iv) the Servicer’s or any Subservicer’s right to receive compensation for its services hereunder or with respect to any particular transaction.

To the extent consistent with the foregoing, the Servicer shall seek to maximize the timely and complete recovery of principal and interest on the related Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Loans, the Servicer shall have full power and authority, acting alone or

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through Subservicers as provided in Section 3.02, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer in its own name or in the name of a Subservicer is hereby authorized and empowered by the Trustee when the Servicer believes it appropriate in its best judgment in accordance with the Accepted Servicing Practices, to execute and deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trustee. The Servicer shall service and administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Mortgagors any reports required to be provided to them thereby. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.16, the Trustee shall execute, at the written request of the Servicer, and furnish to the Servicer and any Subservicer such documents as are necessary or appropriate to enable the Servicer or any Subservicer to carry out their servicing and administrative duties hereunder, and the Trustee hereby grants to the Servicer, and this Agreement shall constitute, a power of attorney to carry out such duties including a power of attorney to take title to Mortgaged Properties after foreclosure on behalf of the Trustee. The Trustee shall execute any power of attorney, in the form annexed hereto as Exhibit L, furnished to it by the Servicer in favor of the Servicer for the purposes described herein to the extent necessary or desirable to enable the Servicer to perform its duties hereunder. The Trustee shall not be liable for the actions of the Servicer or any Subservicers under such powers of attorney, or any actions taken by the Servicer or any Subservicer pursuant to the powers granted to them under this paragraph.

(b) Subject to Section 3.09(b), in accordance with Accepted Servicing Practices, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on the Mortgaged Properties, which advances shall be Servicing Advances reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09(b), and further as provided in Section 3.11. Any cost incurred by the Servicer or by Subservicers in effecting the timely payment of taxes and assessments on a Mortgaged Property shall not be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit.

(c) Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.01) and the Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for (A) a reduction of interest payments resulting from the application of the Servicemembers Civil Relief Act, as amended, or any similar state statutes or (B) as provided in Section 3.07, if the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) or (ii) permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any Trust REMIC to fail

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to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions after the start-up day” under the REMIC Provisions, or (iii) except as provided in Section 3.07(a), waive any Prepayment Premiums.

(d) The Servicer may delegate its responsibilities under this Agreement; provided, however, that no such delegation shall release the Servicer from the responsibilities or liabilities arising under this Agreement.

(e) In the event of any change in the outstanding rating by Xxxxx’x of the Servicer as a servicer of residential Mortgage Loans, the Servicer shall provide written notice of such change to the Master Servicer within five (5) Business Days of such change.

(f) If, on any date of determination, the Servicer fails the Servicer Enhanced Review Test, the Servicer shall promptly submit a completed form in the form of Exhibit Q to the Master Servicer with respect to any Realized Losses, together with any supporting documentation reasonably requested by the Master Servicer, and shall continue to submit completed forms in the form of Exhibit Q, and related supporting documentation as requested by the Master Servicer, in connection with any subsequent Realized Losses.

Section 3.02. Subservicing Agreements between the Servicer and Subservicers.

(a) The Servicer may enter into one or more subservicing agreements with one or more Subservicers for the servicing and administration of the Mortgage Loans (“Subservicing Agreements”) (provided that the NIM Insurer, if any, shall have consented to such Sub-Servicing Agreement).

(b) Each Subservicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement and (ii) an institution approved as a mortgage loan originator by the Federal Housing Administration or an institution that has deposit accounts insured by the FDIC. Each Subservicing Agreement must impose on the Subservicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Servicer will examine each Subservicing Agreement and will be familiar with the terms thereof. The terms of any Subservicing Agreement will not be inconsistent with any of the provisions of this Agreement. The Servicer and the Subservicers may enter into and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Trustee, without the consent of the Trustee. Any variation without the consent of the Trustee from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Subservicing Accounts, or credits and charges to the Subservicing Accounts or the timing and amount of remittances by the Subservicers to the Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the Trustee, the Master Servicer, the NIM Insurer, if any, the Trust Administrator and the Depositor copies of all Subservicing Agreements,

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and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instruments.

Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving a Subservicer shall be deemed to be between the Subservicer and the Servicer alone, and the Depositor, the Master Servicer, the Swap Administrator, the Trust Administrator and the Trustee shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability of the Depositor, the Master Servicer, the Swap Administrator, the Trust Administrator or Trustee, to pay a Subservicer’s fees and expenses.

For purposes of this Agreement, the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Mortgage Loans that are received by a related Subservicer regardless of whether such payments are remitted by the Subservicer to the Servicer.

(c) As part of its servicing activities hereunder, the Servicer (except as otherwise provided in the last sentence of this paragraph), for the benefit of the Trustee, shall enforce the obligations of each Subservicer under the related Subservicing Agreement to which the Servicer is a party, including, without limitation, any obligation to make advances in respect of delinquent payments as required by a Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorneys’ fees against the party against whom such enforcement is directed.

The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of its Subservicer from the Servicer’s own funds without any right of reimbursement from the Depositor, the Trustee, the Master Servicer, the Swap Administrator, the Trust Administrator, the Swap Account or the Collection Account.

Section 3.03. Successor Subservicers.

The Servicer shall be entitled to terminate any Subservicing Agreement to which the Servicer is a party and the rights and obligations of any Subservicer pursuant to any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement. In the event of termination of any Subservicer, all servicing obligations of such Subservicer shall be assumed simultaneously by the Servicer party to the related Subservicing Agreement without any act or deed on the part of such Subservicer or the Servicer, and the Servicer either shall service directly the related Mortgage Loans or shall enter into a Subservicing Agreement with a successor Subservicer which qualifies under Section 3.02.

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Any Subservicing Agreement shall include the provision that such agreement may be immediately terminated by the Master Servicer, the Trustee or the Trust Administrator without fee, in accordance with the terms of this Agreement, in the event that the Servicer (or the Master Servicer, the Trust Administrator or the Trustee, if then acting as Servicer) shall, for any reason, no longer be the Servicer (including termination due to a Servicer Event of Default).

Section 3.04. Liability of the Servicer.

Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee for the servicing and administering of the Mortgage Loans in accordance with the provisions of Section 3.01 without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering such Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Section 3.05. No Contractual Relationship between Subservicers and the Trustee, Master Servicer, Swap Administrator, Trust Administrator, the NIM Insurer or Certificateholder.

Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such shall be deemed to be between the Subservicer and the Servicer alone, and the Trustee, the Master Servicer, the Swap Administrator, the Trust Administrator, the NIM Insurer, if any, and the Certificateholder (or any successor to the Servicer) shall not be deemed a party thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.06. The Servicer shall be solely liable for all fees owed by it to any Subservicer, irrespective of whether the Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees.

Section 3.06. Assumption or Termination of Subservicing Agreements by Master Servicer, Trustee or Trust Administrator.

In the event the Servicer at any time shall for any reason no longer be the Servicer (including by reason of the occurrence of a Servicer Event of Default), the Master Servicer or any other successor to Servicer pursuant to this Agreement, shall thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that the Servicer may have entered into, with copies thereof provided to the Master Servicer prior to the Master Servicer assuming such rights and obligations, unless the Master Servicer elects to terminate any Subservicing Agreement in accordance with its terms as provided in Section 3.03.

Upon such assumption, the Master Servicer, its designee or the successor servicer shall be deemed, subject to Section 3.03, to have assumed all of the Servicer’s interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if

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each Subservicing Agreement had been assigned to the assuming party, except that (i) the Servicer shall not thereby be relieved of any liability or obligations under any Subservicing Agreement that arose before it ceased to be the Servicer and (ii) none of the Trustee, the Trust Administrator, the Master Servicer, their designees or any successor to the Servicer shall be deemed to have assumed any liability or obligation of the Servicer that arose before it ceased to be the Servicer.

The Servicer at its expense shall, upon request of the Master Servicer, the Trust Administrator or the Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced by it and an accounting of amounts collected and held by or on behalf of it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party.

Section 3.07. Collection of Certain Mortgage Loan Payments.

(a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any applicable Insurance Policies, follow such collection procedures as it would follow with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. Consistent with the foregoing and Accepted Servicing Practices, the Servicer may (i) waive any late payment charge or, if applicable, any penalty interest, or (ii) extend the due dates for the Scheduled Payments due on a Mortgage Note for a period of not greater than 180 days; provided, that any extension pursuant to clause (ii) above shall not affect the amortization schedule of any Mortgage Loan for purposes of any computation hereunder, except as provided below. In the event of any such arrangement pursuant to clause (ii) above, the Servicer shall make timely advances on such Mortgage Loan during such extension pursuant to Section 4.01 and in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements, subject to Section 4.01(d) pursuant to which the Servicer shall not be required to make any such advances that are Nonrecoverable P&I Advances. The prior written consent of the NIM Insurer, if any, shall be required prior to any modification, waiver or amendment with respect to a Mortgage Loan if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans as of the Cut-off Date. Notwithstanding the foregoing, in the event that any Mortgage Loan is in default or is a 60+ Day Delinquent Mortgage Loan, the Servicer, consistent with the standards set forth in Section 3.01, may also waive, modify or vary any term of such Mortgage Loan (including modifications that would change the Mortgage Interest Rate, forgive the payment of principal or interest, extend the final maturity date of such Mortgage Loan or waive, in whole or in part, a Prepayment Premium), accept payment from the related Mortgagor of an amount less than the Stated Principal Balance in final satisfaction of such Mortgage Loan, or consent to the postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor (any and all such waivers, modifications, variances, forgiveness of principal or interest, postponements, or indulgences collectively referred to herein as “forbearance”); provided, however, that the Servicer’s approval of a modification of a Due Date shall not be considered a modification for purposes of this sentence; provided, further, that the final maturity date of any Mortgage Loan may not be extended beyond the Final Scheduled Distribution Date for the Certificates. The Servicer’s analysis supporting any forbearance and the conclusion that any forbearance meets the

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standards of Section 3.01 shall be reflected in writing in the applicable Servicing File. In addition, notwithstanding the foregoing, the Servicer may also waive, in whole or in part, a Prepayment Premium if such Prepayment Premium is (i) not permitted to be collected by applicable law or the collection thereof would be considered “predatory” pursuant to written guidance published by any applicable federal, state or local regulatory authority having jurisdiction over such matters, or (ii) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership or other similar laws relating to creditor’s rights or (2) due to acceleration in connection with a foreclosure or other involuntary payment. In order to waive a Prepayment Premium other than as permitted above, then the Servicer, as a condition to any such waiver of Prepayment Premium, is required to first pay the amount of such waived Prepayment Premium, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the Collection Account together with and at the time that the amount prepaid on the related Mortgage Loan is required to be deposited into the Collection Account (the “Servicer Prepayment Payment Amounts”); provided, however, that (i) the Servicer shall not have an obligation to pay the amount of any uncollected Prepayment Premium if the failure to collect such amount is the direct result of inaccurate or incomplete information on the Mortgage Loan Schedule in effect at such time and (ii) any such amount shall be deemed paid outside any Trust REMIC from the Servicer to the Holders of the Class P Certificates.

(b) The Servicer shall give notice to the Trustee, the Trust Administrator, the Master Servicer, each Rating Agency and the Depositor of any proposed change of the location of the Collection Account within a reasonable period of time prior to any change thereof.

Section 3.08. Subservicing Accounts.

In those cases where a Subservicer is servicing a Mortgage Loan pursuant to a Subservicing Agreement, the Subservicer will be required to establish and maintain one or more accounts (collectively, the “Subservicing Account”). The Subservicing Account shall be an Eligible Account and shall otherwise be acceptable to the Servicer. The Subservicer shall deposit in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after the Subservicer’s receipt thereof, all proceeds of Mortgage Loans received by the Subservicer less its servicing compensation to the extent permitted by the Subservicing Agreement, and shall thereafter deposit such amounts in the Subservicing Account, in no event more than two Business Days after the deposit of such funds into the clearing account. The Subservicer shall thereafter deposit such proceeds in the Collection Account of the Servicer or remit such proceeds to the Servicer for deposit in the Collection Account of the Servicer not later than two Business Days after the deposit of such amounts in the Subservicing Account. For purposes of this Agreement, the Servicer shall be deemed to have received payments on the Mortgage Loans when the Subservicer receives such payments.

Section 3.09. Collection of Taxes, Assessments and Similar Items; Escrow Accounts.

(a) The Servicer shall ensure that each of the related Mortgage Loans shall be covered by a paid-in-full, life-of-the-loan tax service contract in effect with respect to each related Mortgage Loan (each, a “Tax Service Contract”). Each Tax Service Contract shall be

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assigned to the Trustee, or its designee, at the Servicer’s expense in the event that the Servicer is terminated as Servicer of the related Mortgage Loan.

(b) To the extent that the services described in this paragraph (b) are not otherwise provided pursuant to the Tax Service Contracts described in paragraph (a) hereof, the Servicer undertakes to perform such functions. To the extent the related Mortgage Loan provides for Escrow Payments, the Servicer shall establish and maintain, or cause to be established and maintained, one or more accounts (the “Escrow Accounts”), which shall be Eligible Accounts. The Servicer shall deposit in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after the Servicer’s receipt thereof, all collections from the Mortgagors (or related advances from Subservicers) for the payment of taxes, assessments, hazard insurance premiums and comparable items for the account of the Mortgagors (“Escrow Payments”) collected on account of the Mortgage Loans and shall thereafter deposit such Escrow Payments in the Escrow Accounts, in no event more than two Business Days after the deposit of such funds in the clearing account, for the purpose of effecting the payment of any such items as required under the terms of this Agreement. Withdrawals of amounts from an Escrow Account may be made only to (i) effect payment of taxes, assessments, hazard insurance premiums, and comparable items; (ii) reimburse the Servicer (or a Subservicer to the extent provided in the related Subservicing Agreement) out of related collections for any advances made pursuant to Section 3.01 (with respect to taxes and assessments) and Section 3.13 (with respect to hazard insurance); (iii) refund to Mortgagors any sums as may be determined to be overages; (iv) apply to the restoration or repair of the Mortgaged Property in accordance with the Section 3.13; (v) transfer to the Collection Account and application to reduce the principal balance of the Mortgage Loan in accordance with the terms of the related Mortgage and Mortgage Note; (vi) pay interest to the Servicer and, if required and as described below, to Mortgagors on balances in the Escrow Account; (vii) clear and terminate the Escrow Account at the termination of the Servicer’s obligations and responsibilities in respect of the related Mortgage Loans under this Agreement; or (viii) recover amounts deposited in error. As part of its servicing duties, the Servicer or Subservicers shall pay to the Mortgagors interest on funds in Escrow Accounts, to the extent required by law and, to the extent that interest earned on funds in the Escrow Accounts is insufficient, to pay such interest from its or their own funds, without any reimbursement therefor. To the extent that a Mortgage does not provide for Escrow Payments, the Servicer shall use commercially reasonable efforts consistent with Accepted Servicing Practices to determine whether any such payments are made by the Mortgagor in a manner and at a time that avoids the loss of the Mortgaged Property due to a tax sale or the foreclosure as a result of a tax lien. The Servicer assumes full responsibility for the payment of all such bills within such time and shall effect payments of all such bills irrespective of the Mortgagor’s faithful performance in the payment of same or the making of the Escrow Payments and shall make advances from its own funds to effect such payments; provided, however, that such advances are deemed to be Servicing Advances.

Section 3.10. Collection Account.

(a) On behalf of the Trustee, the Servicer shall establish and maintain, or cause to be established and maintained, one or more segregated Eligible Accounts (such account or accounts,

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the “Collection Account”), held in trust for the benefit of the Trustee. On behalf of the Trustee, the Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after the Servicer’s receipt thereof, and shall thereafter deposit in the Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the related Cut-off Date but allocable to a Due Period subsequent thereto:

(i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;

(ii) all payments on account of interest (net of the Servicing Fee) on each Mortgage Loan;

(iii) all Insurance Proceeds and Condemnation Proceeds (to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with prudent and customary servicing practices) and all Liquidation Proceeds;

(iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the Collection Account;

(v) any amounts required to be deposited by the Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles;

(vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement;

(vii) all Substitution Shortfall Amounts; and

(viii) all Prepayment Premiums collected by the Servicer.

The foregoing requirements for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by the Servicer in the Collection Account and shall, upon collection, belong to the Servicer as additional compensation for its servicing activities. In the event the Servicer shall deposit in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding.

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(b) Funds in the Collection Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. The Servicer shall give notice to the Trust Administrator, the NIM Insurer, if any, the Master Servicer and the Depositor of the location of the Collection Account maintained by it when established and prior to any change thereof.

Section 3.11. Withdrawals from the Collection Account and Distribution Account.

(a) The Servicer and the Trust Administrator, respectively, shall, from time to time, make withdrawals from the Collection Account or the Distribution Account, as applicable, for any of the following purposes or as described in Section 4.01:

(i) on or prior to the Remittance Date, to remit to the Trust Administrator for deposit into the Distribution Account all Available Funds in respect of the related Distribution Date together with all amounts representing Prepayment Premiums from the Mortgage Loans received during the related Prepayment Period;

(ii) to reimburse the Servicer for P&I Advances, but only to the extent of amounts received which represent Late Collections (net of the related Servicing Fees) of Scheduled Payments on Mortgage Loans with respect to which such P&I Advances were made in accordance with the provisions of Section 4.01;

(iii) to pay the Servicer or any Subservicer (A) any unpaid Servicing Fees or (B) any unreimbursed Servicing Advances with respect to each Mortgage Loan, but only to the extent of any Late Collections, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds or other amounts as may be collected by the Servicer from a Mortgagor, or otherwise received with respect to such Mortgage Loan (or the related REO Property);

(iv) to pay to the Servicer as servicing compensation (in addition to the Servicing Fee) on the Remittance Date any interest or investment income earned on funds deposited in the Collection Account;

(v) to pay to the Originator, with respect to each Mortgage Loan that has previously been repurchased or replaced pursuant to this Agreement all amounts received thereon subsequent to the date of purchase or substitution, as the case may be;

(vi) to reimburse the Servicer for (A) any P&I Advance or Servicing Advance previously made which the Servicer has determined to be a Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance in accordance with the provisions of Section 4.01 and (B) any unpaid Servicing Fees to the extent not recoverable from Liquidation Proceeds, Insurance Proceeds or other amounts received with respect to the related Mortgage Loan under Section 3.11(a)(iii);

(vii) to pay, or to reimburse the Servicer for advances in respect of, expenses incurred in connection with any Mortgage Loan pursuant to Section 3.15;

(viii) to pay to the Master Servicer the Master Servicing Fee;

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(ix) in the event Xxxxx Fargo Bank, N.A. ceases to be Master Servicer and Trust Administrator hereunder but continues to provide services as custodian of the Mortgage Loans, to pay to Xxxxx Fargo Bank, N.A. the Custodial Fee;

(x) to reimburse the Servicer, the Depositor, the Master Servicer, the Swap Administrator, the Trust Administrator or the Trustee for expenses incurred by or reimbursable to the Servicer, the Depositor, the Trustee, the Master Servicer or the Trust Administrator, as the case may be, pursuant to this Agreement;

(xi) to reimburse the Servicer, the Master Servicer, the Swap Administrator, the Trust Administrator, the NIM Insurer, if any, or the Trustee, as the case may be, for expenses reasonably incurred in respect of the breach or defect giving rise to the repurchase obligation under Section 2.03 of this Agreement that were included in the Repurchase Price of the Mortgage Loan, including any expenses arising out of the enforcement of the repurchase obligation, to the extent not otherwise paid pursuant to the terms hereof;

(xii) to pay to the Swap Administrator, for payment to the Swap Provider, any Net Swap Payment or Swap Termination Payment (other than Swap Termination Payments resulting from a Swap Provider Trigger Event) owed to the Swap Provider, as provided in the Swap Administration Agreement;

(xiii) to withdraw any amounts deposited in the Collection Account in error; and

(xiv) to clear and terminate the Collection Account upon termination of this Agreement.

To the extent that the Servicer does not timely make the remittance referred to in clause (i) above, the Servicer shall pay the Trust Administrator for the account of the Trust Administrator interest on any amount not timely remitted at the prime rate, from and including the applicable Remittance Date to but excluding the date such remittance is actually made.

(b) The Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Collection Account, to the extent held by or on behalf of it, pursuant to subclauses (a)(ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above. The Servicer shall provide written notification to the Depositor and the NIM Insurer, if any, on or prior to the next succeeding Remittance Date, upon making any withdrawals from the Collection Account pursuant to subclause (a)(vi) above.

Section 3.12. Investment of Funds in the Collection Account and the Distribution Account.

(a) The Servicer may invest the funds in the Collection Account and the Trust Administrator may invest funds in the Distribution Account (for purposes of this Section 3.12, each such Account is referred to as an “Investment Account”), in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, no later than the Business Day on which such funds are required to be withdrawn from such account pursuant to this Agreement (or, in the case of investments not managed or advised by the Trust

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Administrator or an affiliate thereof, the Business Day prior to such date). All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Trust Administrator. The Trust Administrator shall be entitled to sole possession (except with respect to investment direction of funds held in the Collection Account and any income and gain realized thereon) over each such investment, and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trust Administrator or its agent, together with any document of transfer necessary to transfer title to such investment to the Trust Administrator. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Trust Administrator may:

	(x)		consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and

	(y)		demand payment of all amounts due thereunder to the extent that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the Investment Account.

(b) All income and gain realized from the investment of funds deposited in the Collection Account and Escrow Account held by or on behalf of the Servicer, shall be for the benefit of the Servicer and shall be subject to its withdrawal in the manner set forth in Section 3.11. Any other benefit derived from the Collection Account and Escrow Account associated with the receipt, disbursement and accumulation of principal, interest, taxes, hazard insurance, mortgage blanket insurance, and like sources, shall accrue to the benefit of the Servicer, except that the Servicer shall not realize any economic benefit from any forced charging of services. The Servicer shall deposit in the Collection Account and Escrow Account the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such accounts immediately upon realization of such loss.

(c) All income and gain realized from the investment of funds deposited in the Distribution Account held by the Trust Administrator, shall be for the benefit of the Trust Administrator. The Trust Administrator shall deposit in the Distribution Account the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such accounts immediately upon realization of such loss.

(d) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Trustee shall take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.

(e) The Trustee and the Trust Administrator or their respective Affiliates are permitted to receive additional compensation that could be deemed to be in their respective economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing

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agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments.

Section 3.13. Maintenance of Hazard Insurance, Errors and Omissions and Fidelity Coverage.

(a) The Servicer shall cause to be maintained for each Mortgage Loan fire insurance with extended coverage on the related Mortgaged Property in an amount which is at least equal to the least of (i) the current principal balance of such Mortgage Loan, (ii) the amount necessary to fully compensate for any damage or loss to the improvements that are a part of such property on a replacement cost basis, (iii) the maximum insurable value of the improvements which are a part of such Mortgaged Property, and (iv) the amount determined by applicable federal or state law, in each case in an amount not less than such amount as is necessary to avoid the application of any coinsurance clause contained in the related hazard insurance policy. The Servicer shall also cause to be maintained fire insurance with extended coverage on each REO Property in an amount which is at least equal to the lesser of (i) the maximum insurable value of the improvements which are a part of such property and (ii) the outstanding principal balance of the related Mortgage Loan at the time it became an REO Property, plus accrued interest at the Mortgage Interest Rate and related Servicing Advances. The Servicer will comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any such hazard policies. Any amounts to be collected by any Servicer under any such policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or amounts to be released to the Mortgagor in accordance with the procedures that the Servicer would follow in servicing loans held for its own account, subject to the terms and conditions of the related Mortgage and Mortgage Note) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.11. If the Mortgagor fails to provide Mortgage Loan hazard insurance coverage after thirty (30) days of Servicer’s written notification, the Servicer shall put in place such hazard insurance coverage on the Mortgagor’s behalf. Any out-of-pocket expense or advance made by the Servicer on such force placed hazard insurance coverage shall be deemed a Servicing Advance. Any cost incurred by any Servicer in maintaining any such insurance shall not, for the purpose of calculating distributions to the Trust Administrator, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. It is understood and agreed that no earthquake or other additional insurance is to be required of any Mortgagor other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. If the Mortgaged Property or REO Property is at any time in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards and flood insurance has been made available, the Servicer will cause to be maintained a flood insurance policy in respect thereof. Such flood insurance shall be in an amount equal to the lesser of (i) the minimum amount required, under the terms of coverage, to compensate for any damage or loss on a replacement cost basis (or the unpaid principal balance of the related Mortgage Loan if replacement cost coverage is not available for the type of building insured) and (ii) the maximum amount of insurance which is available under the Flood Disaster Protection Act of 1973, as amended. If at any time during the term of the Mortgage Loan, the Servicer determines in accordance with applicable law and pursuant to the Federal Emergency Management Agency Guides that a Mortgaged Property is located in a

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special flood hazard area and is not covered by flood insurance or is covered in an amount less than the amount required by the Flood Disaster Protection Act of 1973, as amended, the Servicer shall notify the related Mortgagor to obtain such flood insurance coverage, and if said Mortgagor fails to obtain the required flood insurance coverage within forty-five (45) days after such notification, the Servicer shall immediately force place the required flood insurance on the Mortgagor’s behalf. Any out-of-pocket expense or advance made by the Servicer on such force placed flood insurance coverage shall be deemed a Servicing Advance.

In the event that any Servicer shall obtain and maintain a blanket policy with an insurer having a General Policy Rating of “B” or better in Best’s (or such other rating that is comparable to such rating) insuring against hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to have satisfied its obligations as set forth in the first two sentences of this Section 3.13, it being understood and agreed that such policy may contain a deductible clause, in which case the Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property or REO Property a policy complying with the first two sentences of this Section 3.13, and there shall have been one or more losses which would have been covered by such policy, deposit to the Collection Account from its own funds the amount not otherwise payable under the blanket policy because of such deductible clause. In connection with its activities as administrator and servicer of the Mortgage Loans, the Servicer agrees to prepare and present, on behalf of itself, the Trustee claims under any such blanket policy in a timely fashion in accordance with the terms of such policy.

(b) The Servicer shall keep in force during the term of this Agreement a policy or policies of insurance covering errors and omissions for failure in the performance of the Servicer’s obligations under this Agreement. The Servicer shall provide the Trustee, the Trust Administrator or the NIM Insurer, if any, upon request with copies of any such insurance policies and fidelity bond. The Servicer shall be deemed to have complied with this provision if an Affiliate of the Servicer has such errors and omissions and fidelity bond coverage and, by the terms of such insurance policy or fidelity bond, the coverage afforded thereunder extends to the Servicer. Any such errors and omissions policy and fidelity bond shall by its terms not be cancelable without thirty days’ prior written notice to the Trustee. The Servicer shall also cause each Subservicer to maintain a policy of insurance covering errors and omissions and a fidelity bond which would meet such requirements.

Section 3.14. Enforcement of Due-on-Sale Clauses; Assumption Agreements.

The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Servicer shall not be required to take such action if, in its sole business judgment, the Servicer believes it is not in the best interests of the Trust Fund and shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause or if any of the other conditions set forth in the proviso to the preceding sentence apply, the Servicer will enter into an assumption and modification agreement from or with the person to whom such property has been conveyed or is

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proposed to be conveyed, pursuant to which such person becomes liable under the Mortgage Note, and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The Servicer is also authorized to enter into a substitution of liability agreement with such person, pursuant to which the original Mortgagor is released from liability and such person is substituted as the Mortgagor and becomes liable under the Mortgage Note; provided, that no such substitution shall be effective unless such person satisfies the underwriting criteria of the Servicer and such substitution is in the best interest of the Certificateholders as determined by the Servicer. In connection with any assumption, modification or substitution, the Servicer shall apply such underwriting standards and follow such practices and procedures as shall be normal and usual in its general mortgage servicing activities and as it applies to other mortgage loans owned solely by it. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy, or a new policy meeting the requirements of this Section is obtained. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer as additional servicing compensation. In connection with any such assumption, no material term of the Mortgage Note (including but not limited to the related Mortgage Interest Rate and the amount of the Scheduled Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof and in accordance with Section 3.01(c) herein. The Servicer shall notify the Trustee that any such substitution, modification or assumption agreement has been completed by forwarding to the Trustee the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof.

Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.14, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Notwithstanding the foregoing, if such environmental audit reveals, or if the Servicer has actual knowledge or notice, that such Mortgaged Property contains such toxic or hazardous wastes or substances, the Servicer shall not foreclose or accept a deed in lieu of foreclosure without the prior written consent of the NIM Insurer, if any.

Section 3.15. Realization upon Defaulted Mortgage Loans.

The Servicer shall use its best efforts, consistent with Accepted Servicing Practices, to foreclose upon or otherwise comparably convert (which may include an acquisition of REO Property) the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.07, and which are not released from this Agreement pursuant to any other provision hereof. The Servicer shall use reasonable efforts to realize upon such defaulted Mortgage Loans in such manner as will maximize the receipt of

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principal and interest by the Trust Fund, taking into account, among other things, the timing of foreclosure proceedings. The foregoing is subject to the provisions that, in any case in which a Mortgaged Property shall have suffered damage from an uninsured cause, the Servicer shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its sole discretion (i) that such restoration will increase the net proceeds of liquidation of the related Mortgage Loan to the Trust Fund, after reimbursement to itself for such expenses, and (ii) that such expenses will be recoverable by the Servicer through Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds from the related Mortgaged Property, as contemplated in Section 3.11. The Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided, however, that it shall be entitled to reimbursement thereof from the related property, as contemplated in Section 3.11.

The proceeds of any Liquidation Event or REO Disposition, as well as any recovery resulting from a partial collection of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds or any income from an REO Property, will be applied in the following order of priority: first, to reimburse the Servicer or any Subservicer for any related unreimbursed Servicing Advances, pursuant to Section 3.11 or 3.17; second, to accrued and unpaid interest on the Mortgage Loan or REO Imputed Interest, at the Mortgage Interest Rate, to the date of the liquidation or REO Disposition, or to the Due Date prior to the Remittance Date on which such amounts are to be distributed if not in connection with a Liquidation Event or REO Disposition; third, to reimburse any Servicer for any related xxxxxxxxxxxx X&X Advances, pursuant to Section 3.11; and fourth, as a recovery of principal of the Mortgage Loan. If the amount of the recovery so allocated to interest is less than a full recovery thereof, that amount will be allocated as follows: first, to unpaid Servicing Fees; and second, as interest at the Mortgage Interest Rate (net of the Servicing Fee Rate). The portion of the recovery so allocated to unpaid Servicing Fees shall be reimbursed to the Servicer or any Subservicer pursuant to Section 3.11 or 3.17. The portions of the recovery so allocated to interest at the Mortgage Interest Rate (net of the Servicing Fee Rate) and to principal of the Mortgage Loan shall be applied as follows: first, to reimburse the Servicer or any Subservicer for any related unreimbursed Servicing Advances in accordance with Section 3.11 or 3.17, and second, to the Trust Administrator for distribution in accordance with the provisions of Section 4.02, subject to the last paragraph of Section 3.17 with respect to certain excess recoveries from an REO Disposition.

Notwithstanding anything to the contrary contained herein, in connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Servicer has received actual notice of, or has actual knowledge of the presence of, hazardous or toxic substances or wastes on the related Mortgaged Property, or if the Trustee otherwise requests, the Servicer shall cause an environmental inspection or review of such Mortgaged Property to be conducted by a qualified inspector. Upon completion of the inspection, the Servicer shall promptly provide the Trustee, the NIM Insurer, if any, and the Depositor with a written report of the environmental inspection.

After reviewing the environmental inspection report, the Depositor shall determine how the Servicer shall proceed with respect to the Mortgaged Property. In the event (a) the environmental inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances or wastes and (b) the Depositor directs the Servicer to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, the Servicer shall be reimbursed

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for all reasonable costs associated with such foreclosure or acceptance of a deed in lieu of foreclosure and any related environmental clean-up costs, as applicable, from the related Liquidation Proceeds, or if the Liquidation Proceeds are insufficient to fully reimburse the Servicer, the Servicer shall be entitled to be reimbursed from amounts in the Collection Account pursuant to Section 3.11. In the event the Depositor, with the prior consent of the NIM Insurer, if any, directs the Servicer not to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, the Servicer shall be reimbursed from general collections for all Servicing Advances made with respect to the related Mortgaged Property from the Collection Account pursuant to Section 3.11. Neither the Trustee nor the Master Servicer shall be responsible for any direction given by the Depositor to the Servicer pursuant to this paragraph.

Section 3.16. Release of Mortgage Files.

(a) Upon the payment in full of any Mortgage Loan, or the receipt by the Servicer of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Servicer will, within five (5) Business Days of the payment in full, notify the Trustee or the Trust Administrator, as applicable, by a certification (which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.10 have been or will be so deposited) of a Servicing Officer and shall request delivery to it of the Custodial File by completing a Request for Release (in the form of Exhibit J or in an electronic format acceptable to the Trust Administrator). Upon receipt of such certification and Request for Release, the Trustee or Trust Administrator shall promptly release the related Custodial File to the Servicer within three (3) Business Days. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account.

(b) From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including, for this purpose, collection under any Insurance Policy relating to the Mortgage Loans, the Trustee or Trust Administrator, as applicable, shall, upon request of the Servicer and delivery to the Trustee or Trust Administrator, as applicable, of a Request for Release (in the form of Exhibit J or in an electronic format acceptable to the Trust Administrator), release the related Custodial File to the Servicer, and the Trustee or Trust Administrator shall, at the direction of the Servicer, execute such documents provided to it as shall be necessary to the prosecution of any such proceedings and the Servicer shall retain the Mortgage File in trust for the benefit of the Trustee. Such Request for Release shall obligate the Servicer to return each and every document previously requested from the Custodial File to the Trustee or Trust Administrator, as applicable, when the need therefor by the Servicer no longer exists, unless the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Collection Account or the Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered to the Trustee or Trust Administrator, as applicable, a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of a certificate of a Servicing Officer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation that are required to be

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deposited into the Collection Account have been so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release shall be released by the Trustee or Trust Administrator, as applicable, to the Servicer or its designee. Upon receipt of a Request for Release under this Section 3.16, the Trustee or Trust Administrator, as applicable, shall deliver the related Custodial File to the Servicer by overnight courier (such delivery to be at the Servicer’s expense); provided, however, that in the event the Servicer has not previously received copies of the relevant Mortgage Loan Documents necessary to service the related Mortgage Loan in accordance with Accepted Servicing Practices, the Originator shall reimburse the Servicer for any overnight courier charges incurred for the requested Custodial Files.

Upon written certification of a Servicing Officer, the Trustee shall execute and deliver to any Servicer copies of any court pleadings, requests for trustee’s sale or other documents reasonably necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity, or shall exercise and deliver to the Servicer a power of attorney sufficient to authorize the Servicer to execute such documents on its behalf. Each such certification shall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale. Notwithstanding anything to the contrary herein, the Trustee shall in no way be liable or responsible for the willful malfeasance of the Servicer, or for any wrongful or negligent actions taken by the Servicer, while the Servicer is acting pursuant to the powers granted to it in this paragraph.

Section 3.17. Title, Conservation and Disposition of REO Property.

(a) This Section shall apply only to REO Properties acquired for the account of the Trustee and shall not apply to any REO Property relating to a Mortgage Loan which was purchased or repurchased from the Trustee pursuant to any provision hereof. In the event that title to any such REO Property is acquired, the Servicer shall cause the deed or certificate of sale to be issued in the name of the Trustee, on behalf of the Certificateholders, or the Trustee’s nominee.

(b) The Servicer shall manage, conserve, protect and operate each REO Property for the Trustee solely for the purpose of its prompt disposition and sale. The Servicer, either itself or through an agent selected by the Servicer, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Servicer deems to be in the best interest of the Trustee.

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(d) The Servicer shall segregate and hold all funds collected and received in connection with the operation of any REO Property separate and apart from its own funds and general assets and shall deposit such funds in the Collection Account.

(e) The Servicer shall deposit net of reimbursement to the Servicer for any related outstanding Servicing Advances and unpaid Servicing Fees provided in Section 3.11, or cause to be deposited, on a daily basis in the Collection Account all revenues received with respect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property.

(f) The Servicer, upon an REO Disposition, shall be entitled to reimbursement for any related unreimbursed Servicing Advances as well as any unpaid Servicing Fees from proceeds received in connection with the REO Disposition, as further provided in Section 3.11.

(g) Any net proceeds from an REO Disposition which are in excess of the unpaid principal balance of the related Mortgage Loan plus all unpaid REO Imputed Interest thereon through the date of the REO Disposition shall be retained by the Servicer as additional servicing compensation.

(h) The Servicer shall use Accepted Servicing Practices, to sell, or cause the Subservicer to sell, any REO Property as soon as possible, but in no event later than the conclusion of the third calendar year beginning after the year of its acquisition by the REMIC unless (i) the Servicer applies for, and is granted, an extension of such period from the Internal Revenue Service pursuant to the REMIC Provisions and Code Section 856(e)(3), in which event such REO Property shall be sold within the applicable extension period, or (ii) the Servicer obtains for the Depositor, the Trustee, the Trust Administrator, the NIM Insurer, if any, and the Servicer an Opinion of Counsel, addressed to the Depositor, the Trustee, the Trust Administrator, the NIM Insurer, if any, and the Servicer, to the effect that the holding by REMIC I of such REO Property subsequent to such period will not result in the imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code or cause any Trust REMIC to fail to qualify as a REMIC under the REMIC Provisions or comparable provisions of relevant state laws at any time. The Servicer shall manage, conserve, protect and operate each REO Property for the Trustee solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) or result in the receipt by any REMIC of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or any “net income from foreclosure property” which is subject to taxation under Section 860G(a)(1) of the Code. Pursuant to its efforts to sell such REO Property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Trustee on behalf of the Certificateholders, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Trustee on behalf of the Certificateholders for the period prior to the sale of such REO Property; provided, however, that any rent received or accrued with respect to such REO Property qualifies as “rents from real property” as defined in Section 856(d) of the Code. Neither the Trustee nor the Master Servicer has any obligation with respect to REO Dispositions.

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Section 3.18. Notification of Adjustments.

With respect to each Adjustable Rate Mortgage Loan, the Servicer shall adjust the Mortgage Interest Rate on the related Adjustment Date and shall adjust the Scheduled Payment on the related mortgage payment adjustment date, if applicable, in compliance with the requirements of applicable law and the related Mortgage and Mortgage Note. The Servicer shall execute and deliver any and all necessary notices required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the Mortgage Interest Rate and Scheduled Payment adjustments. The Servicer shall promptly, upon written request therefor, deliver to the Trustee, the Trust Administrator and the Master Servicer such notifications and any additional applicable data regarding such adjustments and the methods used to calculate and implement such adjustments. Upon the discovery by the Servicer or the receipt of notice from the Trustee, the Trust Administrator or the Master Servicer that the Servicer has failed to adjust a Mortgage Interest Rate or Scheduled Payment in accordance with the terms of the related Mortgage Note, the Servicer shall deposit in the Collection Account from its own funds the amount of any interest loss caused as such interest loss occurs.

Section 3.19. Access to Certain Documentation and Information Regarding the Mortgage Loans.

The Servicer shall provide, or cause the Subservicer to provide, to the Depositor, the Trustee, the Trust Administrator, the Master Servicer, the NIM Insurer, if any, the OTS or the FDIC and the examiners and supervisory agents thereof, access to the documentation regarding the Mortgage Loans in its possession required by applicable regulations of the OTS. Such access shall be afforded without charge, but only upon 15 days’ (or, if a Servicer Event of Default has occurred and is continuing, 2 days’) prior written request and during normal business hours at the offices of the Servicer or any Subservicer. Nothing in this Section shall derogate from the obligation of any such party to observe any applicable law prohibiting disclosure of information regarding the Mortgagors and the failure of any such party to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section.

Section 3.20. Documents, Records and Funds in Possession of the Servicer to Be Held for the Trustee.

The Servicer shall account fully to the Trustee for any funds received by the Servicer or which otherwise are collected by the Servicer as Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds in respect of any Mortgage Loan. All Mortgage Files and funds collected or held by, or under the control of, the Servicer in respect of any Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds, including, but not limited to, any funds on deposit in the Collection Account, shall be held by the Servicer for and on behalf of the Trustee and shall be and remain the sole and exclusive property of the Trustee, subject to the applicable provisions of this Agreement. The Servicer also agrees that it shall not create, incur or subject any Mortgage File or any funds that are deposited in the Collection Account, the Distribution Account or any Escrow Account, or any funds that otherwise are or may become due or payable to the Trustee for the benefit of the Certificateholders, to any claim, lien, security interest, judgment, levy, writ of attachment or other encumbrance, or assert by legal action or otherwise any claim or right of setoff against any Mortgage File or any funds collected

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on, or in connection with, a Mortgage Loan, except, however, that the Servicer shall be entitled to set off against and deduct from any such funds any amounts that are properly due and payable to the Servicer under this Agreement.

Section 3.21. Servicing Compensation.

(a) As compensation for its activities hereunder, the Servicer shall, with respect to each Mortgage Loan, be entitled to retain from deposits to the Collection Account and from Liquidation Proceeds, Insurance Proceeds, and Condemnation Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan (less any portion of such amounts retained by any Subservicer). In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of related late collections and as otherwise permitted in Section 3.11. Except as provided in Section 6.06, the right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer’s responsibilities and obligations under this Agreement; provided, however, that the Servicer may pay from the Servicing Fee any amounts due to a Subservicer pursuant to a Subservicing Agreement entered into under Section 3.02.

(b) Additional servicing compensation in the form of assumption or modification fees, late payment charges, NSF fees, reconveyance fees and other similar fees and charges (other than Prepayment Premiums) shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Sections 3.09(b)(vi) and 3.11(a)(iv) to withdraw from the Collection Account, as additional servicing compensation, interest or other income earned on deposits therein.

(c) The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13, servicing compensation of any Subservicer to the extent not retained by such Subservicer and the fees and expenses of independent accountants and any agents appointed by the Servicer), and shall not be entitled to reimbursement therefor except as specifically provided in Section 3.11.

Section 3.22. Annual Statement as to Compliance.

The Servicer, Master Servicer and the Trust Administrator shall deliver (or otherwise make available) (and the Servicer, the Master Servicer and Trust Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor, the Trust Administrator and the NIM Insurer, if any, and in the case of the Master Servicer, to the Trustee and the NIM Insurer, if any, on or before March 1 (with a ten-calendar day cure period) of each year, commencing in March 2007, an Officer’s Certificate stating, as to the signer thereof, that (a) a review of such party’s activities during the preceding calendar year or portion thereof and of such party’s performance under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officer’s supervision and (b) to the best of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such year or portion thereof, or, if there

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has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof.

In the event the Servicer, Master Servicer, the Trust Administrator or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.22 or to such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Section 3.23. Report on Assessment of Compliance and Attestation.

(a) By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2007, the Servicer, Master Servicer and the Trust Administrator, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator, the NIM Insurer, if any, and the Depositor, a report on an assessment of compliance (an “Assessment of Compliance”) with the Relevant Servicing Criteria that contains (i) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (ii) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (iii) such party’s Assessment of Compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 4.07, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (iv) a statement that a registered public accounting firm has issued an Attestation Report on such party’s Assessment of Compliance with the Relevant Servicing Criteria as of and for such period.

No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer shall forward to the Trust Administrator, the NIM Insurer, if any, and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on Assessment of Compliance prepared by such Servicing Function Participant (provided, however, that the Master Servicer need not provide such information to the Trust Administrator so long as the Master Servicer and the Trust Administrator are the same Person). When the Master Servicer and the Trust Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Trust Administrator, such parties will also at such time include the assessment and attestation pursuant to Section 3.23(b) of each Servicing Function Participant engaged by it.

Promptly after receipt of each such report on Assessment of Compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Trust Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Trust Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit S and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions.

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The Master Servicer shall include all annual reports on Assessment of Compliance received by it from the Servicers with its own Assessment of Compliance to be submitted to the Trust Administrator pursuant to this Section.

In the event the Master Servicer, the Trust Administrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on Assessment of Compliance pursuant to this Section 3.23(a), or to such other applicable agreement, notwithstanding any such termination, assignment or resignation.

(b) By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2007, the Servicer, the Master Servicer and the Trust Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Trust Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report (an “Attestation Report”) to the Trust Administrator, the NIM Insurer, if any, and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s Assessment of Compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language.

Promptly after receipt of each such Assessment of Compliance and Attestation Report, the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.23(a) is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Trust Administrator pursuant to this Section.

In the event the Master Servicer, the Trust Administrator, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.23(b), or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

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Section 3.24. Master Servicer to Act as Servicer.

(a) In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of a Servicer Event of Default), the Master Servicer or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Master Servicer shall not be (i) liable for losses of such predecessor Servicer pursuant to Section 3.10 or any acts or omissions of such predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02.

(b) If the Servicer shall for any reason no longer be the Servicer (including by reason of any Servicer Event of Default), the Master Servicer (or any other successor Servicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, that the Master Servicer (or any other successor Servicer) shall not incur any liability or have any obligations in its capacity as successor Servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession.

(c) The Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement to the assuming party.

Section 3.25. Compensating Interest.

The Servicer shall remit to the Trust Administrator for deposit into the Distribution Account on each Remittance Date an amount from its own funds equal to Compensating Interest payable by the Servicer for such Remittance Date.

Section 3.26. Credit Reporting; Xxxxx-Xxxxx-Xxxxxx Act.

(a) With respect to each Mortgage Loan, the Servicer shall fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on the related Mortgagor credit files to three of the national credit repositories, on a monthly basis.

(b) The Servicer shall comply with Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 and all applicable regulations promulgated thereunder relating to the Mortgage Loans and the related borrowers, and shall provide all required notices thereunder.

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Section 3.27. Net WAC Rate Carryover Reserve Account; Distribution Account; Swap Account; Interest Coverage Account.

(a) The Trust Administrator shall establish and maintain the Net WAC Rate Carryover Reserve Account (which may be a subaccount of a single account), on behalf of the Holders of the Class C Certificates, to receive any Net WAC Rate Carryover Payments and any Net Swap Payments and to pay to the Holders of the LIBOR Certificates any Net WAC Rate Carryover Amounts. On each Distribution Date on which there is a Net WAC Rate Carryover Amount, the Trust Administrator has been directed by the Class C Certificateholders to, and therefore shall, deposit the amount of any such payments in respect of Net WAC Rate Carryover Amounts otherwise distributable to the REMIC III Regular Interest portion of the Class C Certificate for such date into the Net WAC Rate Carryover Reserve Account. The Net WAC Rate Carryover Reserve Account shall not be an asset of any Trust REMIC.

On each Distribution Date on which there exists a Net WAC Rate Carryover Amount on any Class of LIBOR Certificates, the Trust Administrator shall (1) withdraw from the Distribution Account and deposit in the Net WAC Rate Carryover Reserve Account, as set forth in Section 4.02(a)(iii)(D), the lesser of the Class C Distributable Amount as paid to the Class C Certificateholder (to the extent remaining after the distributions specified in Sections 4.02(a)(iii)(A)-(C)) and the aggregate Net WAC Rate Carryover Amount and (2) withdraw from the Net WAC Rate Carryover Reserve Account amounts necessary to pay to such Class or Classes of Certificates the applicable Net WAC Rate Carryover Amounts. Such payments shall be allocated to those Classes based upon the amount of Net WAC Rate Carryover Amount owed to each such Class and shall be paid in the priority set forth in Sections 4.02(a)(iii)(D)(1)-(2). In the event that the Certificate Principal Balance of any Class of Subordinate Certificates is permanently reduced because of Allocated Realized Loss Amounts, the applicable Certificateholders will not be entitled (except to the extent of Subsequent Recoveries and as otherwise set forth herein) to receive Net WAC Rate Carryover Amounts on the written down amounts on such Distribution Date or any future Distribution Dates, even if funds are otherwise available for distribution, unless the Certificate Principal Balance of such Certificate is later restored through Subsequent Recoveries.

The Trust Administrator shall account for the Net WAC Rate Carryover Reserve Account as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not as an asset of any Trust REMIC created pursuant to this Agreement. The beneficial owners of the Net WAC Rate Carryover Reserve Account are the Holders of the Class C Certificates. For all federal income tax purposes, amounts transferred to the Net WAC Rate Carryover Reserve Account shall be treated as first distributed by the Trust Administrator from REMIC III to the Holders of the REMIC III Regular Interest portion of the Class C Certificates and then contributed by the Holders of the REMIC III Regular Interest portion of the Class C Certificates to the Net WAC Rate Carryover Reserve Account.

Any Net WAC Rate Carryover Amounts paid by the Trust Administrator to the Holders of the LIBOR Certificates shall be accounted for by the Trust Administrator as amounts paid first to the Holders of the REMIC III Regular Interest portion of the Class C Certificates and then to the respective Class or Classes of LIBOR Certificates. In addition, the Trust Administrator shall account for the rights of Holders of each Class of LIBOR Certificates to receive payments of Net

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WAC Rate Carryover Amounts as rights in a separate limited recourse interest rate cap contract written by the Holders of the Class C Certificates in favor of Holders of each such Class.

Notwithstanding any provision contained in this Agreement, the Trust Administrator shall not be required to make any payments from the Net WAC Rate Carryover Reserve Account except as expressly set forth in this Section 3.27(a) and the funds in such Account shall not be invested by the Trust Administrator.

If the Trust Administrator fails to pay any Net Swap Payment owed to the Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Swap Provider, the NIM Insurer, if any, may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Swap Provider. The NIM Insurer, if any, shall be reimbursed by the Trust Administrator pursuant to Section 3.11.

(b) The Trust Administrator shall establish and maintain the Distribution Account on behalf of the Certificateholders. The Trust Administrator shall, promptly on the Business Day received, deposit in the Distribution Account and retain therein the following:

(i) the aggregate amount remitted by the Servicer to the Trust Administrator pursuant to Section 3.11;

(ii) any amount deposited by the Servicer pursuant to Section 3.12(b) in connection with any losses on Permitted Investments; and

(iii) any other amounts deposited hereunder which are required to be deposited in the Distribution Account.

In the event that the Servicer shall remit any amount not required to be remitted, the Servicer may at any time direct the Trust Administrator in writing to withdraw such amount from the Distribution Account, any provision herein to the contrary notwithstanding. Such direction may be accomplished by delivering notice to the Trust Administrator which describes the amounts deposited in error in the Distribution Account. All funds deposited in the Distribution Account shall be held by the Trust Administrator in trust for the Certificateholders until disbursed in accordance with this Agreement or withdrawn in accordance with Section 4.02.

(c) The Swap Administrator shall establish and maintain the Swap Account as a segregated trust account (which may be a subaccount of a single account) on behalf of the Certificateholders. Amounts on deposit in the Swap Account shall remain uninvested. On each Distribution Date, the Swap Administrator shall deposit certain amounts, if any, received from the Swap Provider from which distributions in respect of unpaid Current Interest, Unpaid Interest Shortfall Amounts, Net WAC Rate Carryover Amounts, amounts necessary to maintain the applicable Overcollateralization Target Amount and Allocated Realized Loss Amounts on the Subordinate Certificates will be made. The Swap Account will be an asset of the Trust but not of any REMIC.

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On each Distribution Date, prior to any distribution to any Certificate, the Trust Administrator shall deposit into the Swap Account: (i) the amount of any Net Swap Payment or Swap Termination Payment owed to the Swap Provider (after taking into account any upfront payment received from the counterparty to a replacement swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trust Administrator from the Swap Administrator, for distribution as described below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Swap Provider on each Distribution Date shall first be deemed paid to the Swap Provider in respect of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Swap Provider in respect of a Class IO Distribution Amount (as defined below).

For federal income tax purposes, the Swap Account shall be beneficially owned by the Holders of the Class C Certificates.

The Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class C and Class R Certificates) as having entered into a notional principal contract with respect to the Holders of the Class C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class C and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the amount of interest otherwise payable to such Certificates, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the REMIC III Regular Interest portion of the Class C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class C, Class P, and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class C, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their regular interests in REMIC III and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of a regular interest in REMIC III for purposes of the REMIC provisions, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

For federal income tax purposes, each holder of a Senior Certificate or a Subordinate Certificate is deemed to own an undivided beneficial ownership interest in a REMIC III Regular Interest and the right to receive payments from either the Net WAC Rate Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate Carryover Amount or the

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obligation to make payments to the Swap Account in respect of the Class IO Distribution Amount or Swap Termination Payment. For federal income tax purposes, the Trust Administrator will account for payments to each Senior and Subordinate Certificate as follows: each Senior Certificate and Subordinate Certificate will be treated as receiving their entire payment from the corresponding REMIC III Regular Interest (regardless of any Swap Termination Payment, Class IO Distribution Amount or obligation under the Swap Agreement) and subsequently paying their portion of any Swap Termination Payment or Class IO Distribution Amount in respect of each such Class’ obligation under the Swap Agreement. In the event that any such Class is resecuritized in another REMIC, the obligation under the Swap Agreement to pay any such Swap Termination Payment (or any shortfall in the Net Swap Payment), will be made by one or more of the REMIC regular interests issued by the resecuritization REMIC subsequent to such REMIC regular interest receiving its full payment from any such Senior or Subordinate Certificate. Resecuritization of any Senior or Subordinate Certificate in a REMIC will be permissible only if the Trustee hereunder is the trustee in such resecuritization.

The REMIC III Regular Interest corresponding to a Senior or Subordinate Certificate will be entitled to receive interest and principal payments at the times and in the amounts equal to those made on the certificate to which it corresponds, except that the maximum interest rate payable on that REMIC III Regular Interest will equal the “REMIC III Net WAC Rate.” As a result of the foregoing, the amount of distributions and taxable income on the REMIC III Regular Interest corresponding to a Senior or Subordinate Certificate may exceed the actual amount of distributions on the Senior or Subordinate Certificate.

(d) The Trust Administrator shall establish and maintain the Interest Coverage Account as a segregated trust account on behalf of the Certificateholders through the first Distribution Date. On the Closing Date, the Depositor shall cause to be deposited in the Interest Coverage Account $2,131,956.28, or such additional amount as is required to pay accrued interest on the Certificates in full on the first Distribution Date, from the proceeds of the sale of the Certificates. Amounts on deposit in the Interest Coverage Account shall remain uninvested. On the first Distribution Date, the Trust Administrator will transfer the funds from the Interest Coverage Account to the Distribution Account to be included as Available Funds and the Interest Coverage Account shall be closed. For federal income tax purposes, the Interest Coverage Account shall be beneficially owned by the Certificateholders. The Interest Coverage Account shall not be an asset of any Trust REMIC and shall be treated by the Trust Administrator as an outside reserve fund pursuant to Treasury Regulations Section 1.860G-2(h).

Section 3.28. Optional Purchase of Delinquent Mortgage Loans.

The Depositor, in its sole discretion, shall have the option, but shall not be obligated, to purchase any 90+ Delinquent Mortgage Loans from the Trust Fund. In addition, the NIM Insurer, if any, in its sole discretion, shall have the right to cause the Servicer to purchase from the Trust Fund, at its expense, any REO Property that is 90 or more days delinquent. The purchase price for any such Mortgage Loan or REO Property shall be 100% of the unpaid principal balance of the related Mortgage Loan plus accrued and unpaid interest on the related Mortgage Loan at the applicable Mortgage Interest Rate, plus the amount of any unreimbursed Servicing Advances made by the Servicer. Upon receipt of such purchase price, the Servicer

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shall provide to the Trustee or Trust Administrator, as applicable, a Request for Release and the Trustee or Trust Administrator, as applicable, shall promptly release to the Depositor, the Mortgage File relating to the Mortgage Loan being repurchased.

Section 3.29. REMIC-Related Covenants.

For as long as each Trust REMIC shall exist, the Servicer shall act in accordance herewith to treat such Trust REMIC as a REMIC, and the Servicer shall comply with any directions of the Trustee or the Trust Administrator to assure such continuing treatment. In particular, the Servicer shall not (a) sell or permit the sale of all or any portion of the Mortgage Loans or of any investment of deposits in either the Collection Account or the Distribution Account unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee and Trust Administrator has received an Opinion of Counsel prepared at the expense of the Trust Fund stating that such contribution will not result in an Adverse REMIC Event (as defined in Section 11.01(f)); and (b) other than with respect to a substitution pursuant to the Mortgage Loan Purchase Agreement or Section 2.03 of this Agreement, as applicable, accept any contribution to any Trust REMIC after the Startup Day (as defined in Section 11.01(b)) without receipt of an Opinion of Counsel stating that such contribution will not result in an Adverse REMIC Event (as defined in Section 11.01(f)).

ARTICLE IIIA

ADMINISTRATION AND MASTER SERVICING OF

THE MORTGAGE LOANS BY THE MASTER SERVICER

Section 3A.01 Master Servicer.

The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under this Agreement. The Master Servicer shall independently and separately monitor the Servicer’s servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account pursuant to the terms hereof based on information provided to the Master Servicer by the Trust Administrator pursuant to the third paragraph of Section 8.01. Notwithstanding any provision of this Agreement to the contrary, the Master Servicer shall have no duty or obligation to confirm or verify the amounts reported by the Servicer as Realized Losses with respect to any Determination Date unless the Servicer shall have failed the Servicer Enhanced Review Test for such Determination Date.

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The Trustee shall furnish the Master Servicer with any limited powers of attorney and other documents in form acceptable to it that are necessary or appropriate to enable the Master Servicer to perform its master servicing obligations. The Trustee shall have no responsibility for any action of the Master Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer, as applicable, for any cost, liability or expense incurred by the Trustee in connection with the Master Servicer’s misuse of any such power of attorney.

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

Section 3A.02 REMIC-Related Covenants.

For as long as each Trust REMIC shall exist, the Master Servicer shall act in accordance herewith to treat such Trust REMIC as a REMIC, and the Master Servicer shall comply with any directions of the Trustee or the Trust Administrator to assure such continuing treatment. In particular, the Master Servicer shall not (a) sell all or any portion of the Mortgage Loans or of any investment of deposits in either the Collection Account or the Distribution Account unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee, the NIM Insurer, if any, and Trust Administrator have received an Opinion of Counsel prepared at the expense of the Trust Fund stating that such contribution will not result in an Adverse REMIC Event (as defined in Section 11.01(f)); and (b) other than with respect to a substitution pursuant to the Mortgage Loan Purchase Agreement or Section 2.03 of this Agreement, as applicable, accept any contribution to any Trust REMIC after the Startup Day (as defined in Section 11.01(b)) without receipt of an Opinion of Counsel stating that such contribution will not result in an Adverse REMIC Event (as defined in Section 11.01(f)).

Section 3A.03 Monitoring of Servicer.

(a) Subject to Section 3A.01, the Master Servicer shall be responsible for monitoring compliance by the Servicer with its duties under this Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an Officer’s Certificate of the Servicer with regard to the Servicer’s compliance with the terms of this Agreement. In the event that the Master Servicer, in its judgment, determines that the Servicer should be terminated in accordance with the terms hereof, or that a notice should be sent pursuant to the terms hereof with respect to the occurrence of an event that, unless cured, would constitute a Servicer Event of Default, the Master Servicer shall notify the Servicer and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate.

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(b) The Master Servicer, for the benefit of the Trustee, the NIM Insurer, if any, and the Certificateholders, shall enforce the obligations of the Servicer under this Agreement, and shall, in the event that the Servicer fails to perform its obligations in accordance with this Agreement, subject to the preceding paragraph and Article VII, cause the Trustee to terminate the rights and obligations of the Servicer hereunder in accordance with the provisions of Article VII. Such enforcement, including, without limitation, the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action.

(c) The Master Servicer shall be entitled to be reimbursed by the Servicer (or from amounts on deposit in the Distribution Account if the Servicer does not timely fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer, from the Servicer immediately preceding the Master Servicer), including without limitation, any reasonable out-of-pocket or third party 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 to service the Mortgage Loans properly and effectively, upon presentation of reasonable documentation of such costs and expenses.

(d) Subject to Section 3A.01, the Master Servicer shall require the Servicer to comply with the remittance requirements and other obligations set forth in this Agreement.

(e) If the Master Servicer acts as successor Servicer, it will not assume liability for the representations and warranties of the terminated Servicer.

(f) The Master Servicer shall not be liable for any acts or omissions of the Servicer.

Section 3A.04 Fidelity Bond.

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

Section 3A.05 Power to Act; Procedures.

The Master Servicer shall master service the Mortgage Loans and shall have full power and authority, subject to the REMIC Provisions and the provisions of Article XI, to do any and all things that it may deem necessary or desirable in connection with the master servicing and administration of the Mortgage Loans; provided, however, that the Master Servicer shall not

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knowingly or intentionally take any action, or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) unless the Master Servicer has received an Opinion of Counsel (but not at the expense of the Master Servicer) to the effect that the contemplated action will not cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of a tax upon any REMIC created hereunder. The Trustee shall execute and deliver such other documents, as the Master Servicer or the Servicer may request, to enable the Master Servicer to master service and administer the Mortgage Loans and carry out its duties hereunder, in each case in accordance with Accepted Master Servicing Practices. If the Master Servicer or the Trustee has been advised that it is likely that the laws of the state in which action is to be taken prohibit such action if taken in the name of the Trustee or that the Trustee would be adversely affected under the “doing business” or tax laws of such state if such action is taken in its name, the Master Servicer shall join with the Trustee in the appointment of a co-trustee pursuant to Section 8.10. In the performance of its duties hereunder, the Master Servicer shall be an independent contractor and shall not, except in those instances where it is taking action in the name of the Trustee, be deemed to be the agent of the Trustee. The Trustee shall have no responsibility for any action of the Master Servicer or the Servicer taken pursuant to any document delivered by the Trustee under this Section 3A.05.

Section 3A.06 Due-on-Sale Clauses; Assumption Agreements.

To the extent Mortgage Loans contain enforceable due-on-sale clauses, the Master Servicer shall cause the Servicer to enforce such clauses in accordance with this Agreement.

Section 3A.07 Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee.

(a) The Master Servicer shall transmit to the Trustee or the Trust Administrator such documents and instruments coming into the possession of the Master Servicer from time to time as are required by the terms hereof to be delivered to the Trustee or the Trust Administrator. Any funds received by the Master Servicer in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be remitted to the Trust Administrator for deposit in the Distribution Account. The Master Servicer shall, and, subject to Section 3.19, shall cause the Servicer to, provide access to information and documentation regarding the Mortgage Loans to the Trustee, its agents and accountants at any time upon reasonable request and during normal business hours, and to Certificateholders that are savings and loan associations, banks or insurance companies, the Office of Thrift Supervision, the FDIC and the supervisory agents and examiners of such Office and Corporation or examiners of any other federal or state banking or insurance regulatory authority if so required by applicable regulations of the Office of Thrift Supervision or other regulatory authority, such access to be afforded without charge but only upon reasonable request in writing and during normal business hours at the offices of the Master Servicer

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designated by it. In fulfilling such a request the Master Servicer shall not be responsible for determining the sufficiency of such information.

(b) All funds collected or held by, or under the control of, the Master Servicer, in respect of any Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, shall be remitted to the Trust Administrator for deposit in the Distribution Account.

Section 3A.08 [RESERVED].

Section 3A.09 Compensation for the Master Servicer.

As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Master Servicing Fee and all investment income on funds on deposit in the Distribution Account. The compensation owing to the Master Servicer in respect of any Distribution Date shall be reduced as applicable in accordance with Section 3A.12. The Master Servicer shall be required to pay all expenses incurred by it in connection with its ordinary activities hereunder and shall not be entitled to reimbursement therefor except as provided in this Agreement.

Section 3A.10 [RESERVED].

Section 3A.11 [RESERVED].

Section 3A.12 Obligation of the Master Servicer in Respect of Prepayment Interest Shortfalls.

In the event that the Servicer fails to perform on any Remittance Date its obligations pursuant to Section 3.25, the Master Servicer shall remit to the Trust Administrator not later than the Distribution Date an amount equal to the lesser of (i) the aggregate amounts required to be paid by the Servicer with respect to Prepayment Interest Shortfalls attributable to Principal Prepayments on the related Mortgage Loans for the related Distribution Date, and not so paid by the Servicer and (ii) the Master Servicing Fee for such Distribution Date, without reimbursement therefor.

ARTICLE IV

DISTRIBUTIONS AND ADVANCES BY THE SERVICER

Section 4.01. Advances.

(a) The amount of P&I Advances to be made by the Servicer for any Remittance Date shall equal, subject to Section 4.01(c), the sum of (i) the aggregate amount of Scheduled Payments (with each interest portion thereof net of the Servicing Fee), due during the Due Period immediately preceding such Remittance Date in respect of the first lien Mortgage Loans, which Scheduled Payments were not received as of the close of business on the related Determination Date, plus (ii) the aggregate amount of Scheduled Payments (with each interest portion thereof net of the Servicing Fee), due during the Due Period immediately preceding such Remittance Date in respect of the second lien Mortgage Loans that are not thirty (30) or more days

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delinquent, which Scheduled Payments were not received as of the close of business on the related Determination Date, plus (iii) with respect to each REO Property, which REO Property was acquired during or prior to the related Prepayment Period and as to which such REO Property an REO Disposition did not occur during the related Prepayment Period, an amount equal to the excess, if any, of the Scheduled Payments (with REO Imputed Interest) that would have been due on the related Due Date in respect of the related Mortgage Loan, over the net income from such REO Property transferred to the Collection Account for distribution on such Remittance Date.

(b) On each Remittance Date, the Servicer shall remit in immediately available funds to the Trust Administrator for deposit into the Distribution Account an amount equal to the aggregate amount of P&I Advances, if any, to be made in respect of the Mortgage Loans and REO Properties for the related Remittance Date either (i) from its own funds or (ii) from the Collection Account, to the extent of funds held therein for future distribution (in which case, it will cause to be made an appropriate entry in the records of the Collection Account that Amounts Held for Future Distribution have been, as permitted by this Section 4.01, used by the Servicer in discharge of any such P&I Advance) or (iii) in the form of any combination of (i) and (ii) aggregating the total amount of P&I Advances to be made by the Servicer with respect to the Mortgage Loans and REO Properties. Any Amounts Held for Future Distribution and so used shall be appropriately reflected in the Servicer’s records and replaced by the Servicer by deposit in the Collection Account on or before any future Remittance Date to the extent required.

(c) The obligation of the Servicer to make such P&I Advances on first lien Mortgage Loans is mandatory, notwithstanding any other provision of this Agreement but subject to (d) below, and, with respect to any Mortgage Loan or REO Property, shall continue until a Final Recovery Determination in connection therewith or the removal thereof from coverage under this Agreement, except as otherwise provided in this Section. The Servicer may, but will not be obligated (i) to make any P&I Advances of principal on any REO property or any second lien Mortgage Loan that is thirty (30) or more days delinquent or (ii) to make any P&I Advances with respect to reductions in the amount of the monthly payments on the Mortgage Loans due to bankruptcy proceedings or any Relief Act Interest Shortfalls.

(d) Notwithstanding anything herein to the contrary, no P&I Advance or Servicing Advance shall be required to be made hereunder by the Servicer if such P&I Advance or Servicing Advance would, if made, constitute a Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. The determination by the Servicer that it has made a Nonrecoverable P&I Advance or a Nonrecoverable Servicing Advance or that any proposed P&I Advance or Servicing Advance, if made, would constitute a Nonrecoverable P&I Advance or a Nonrecoverable Servicing Advance, respectively, shall be evidenced by an Officer’s Certificate of the Servicer delivered to the Trustee, the Master Servicer and the Trust Administrator. The Master Servicer shall be entitled to rely on any non-recoverability analysis made by the Servicer.

(e) Except as otherwise provided herein, the Servicer shall be entitled to reimbursement pursuant to Section 3.11 for Advances from recoveries from the related Mortgagor or from all Liquidation Proceeds and other payments or recoveries (including Insurance Proceeds and Condemnation Proceeds) with respect to the related Mortgage Loan.

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Section 4.02. Priorities of Distribution.

(a) On each Distribution Date, after the withdrawals, reimbursements and payments made pursuant to Section 3.11(a), the Trust Administrator shall make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining:

(i)

Interest remittances shall be distributed as follows:

(I)

the Group 1 Interest Remittance Amount for such Distribution Date will be distributed in the following manner:

	(A)		to the Holders of the Group 1 Certificates, the Current Interest and the Unpaid Interest Shortfall Amount, if any, for such Class; and

	(B)		concurrently, to the Holders of the Group 2 Certificates, on a pro rata basis based on the entitlement of each such Class, an amount equal to the excess if any, of (x) the amount required to be distributed pursuant to clause (II)(A) below for such Distribution Date over (y) the amount actually distributed pursuant to such clause from the Group 2 Interest Remittance Amount.

(II)

the Group 2 Interest Remittance Amount for such Distribution Date will be distributed in the following manner:

	(A)		concurrently, to the Holders of the Group 2 Certificates, on a pro rata basis based on the entitlement of each such Class, the Current Interest and the Unpaid Interest Shortfall Amount, if any, for each such Class; and

	(B)		to the Holders of the Group 1 Certificates, an amount equal to the excess, if any, of (x) the amount required to be distributed pursuant to clause (I)(A) above for such Distribution Date over (y) the amount actually distributed pursuant to such clause from the Group 1 Interest Remittance Amount; and

(III)

following the distributions made pursuant to clauses (I) and (II) above, the remaining Group 1 Interest Remittance Amount and Group 2 Interest Remittance Amount will be distributed in the following manner:

(A)

first, to the Holders of the Class M1 Certificates, the related Current Interest, if any, for such Class;

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	(B)		second, to the Holders of the Class M2 Certificates, the related Current Interest, if any, for such Class;

	(C)		third, to the Holders of the Class M3 Certificates, the related Current Interest, if any, for such Class;

	(D)		fourth, to the Holders of the Class M4 Certificates, the related Current Interest, if any, for such Class;

	(E)		fifth, to the Holders of the Class M5 Certificates, the related Current Interest, if any, for such Class;

	(F)		sixth, to the Holders of the Class M6 Certificates, the related Current Interest, if any, for such Class;

	(G)		seventh, to the Holders of the Class M7 Certificates, the related Current Interest, if any, for such Class;

	(H)		eighth, to the Holders of the Class M8 Certificates, the related Current Interest, if any, for such Class;

	(I)		ninth, to the Holders of the Class M9 Certificates, the related Current Interest, if any, for such Class; and

	(J)		tenth, to the Holders of the Class M10 Certificates, the related Current Interest, if any, for such Class;

(ii)

Principal remittances shall be distributed as follows:

(I)

On each Distribution Date (x) prior to the Stepdown Date or (y) if a Trigger Event is in effect:

(A)

distributions of principal to the extent of the Group 1 Principal Distribution Amount shall be distributed in the following amounts and order of priority:

	(1)		first, to the Holders of the Group 1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; and

	(2)		second, after taking into account the amount distributed to the Holders of the Group 2 Certificates on such Distribution Date in respect of principal, to the Holders of the Group 2 Certificates, based on the entitlement of each such Class pursuant to the priorities set forth in clause (ii)(I)(B), until the Certificate Principal Balances thereof have been reduced to zero.

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(B)

Distributions in respect of principal to the extent of the Group 2 Principal Distribution Amount shall be distributed in the following amounts and order of priority:

	(1)		first, to the Holders of the Class 2-A1 Certificates until the Certificate Principal Balance thereof has been reduced to zero;

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Table of Contents

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