<PAGE>
Exhibit 4.1
================================================================================
FREMONT MORTGAGE SECURITIES CORPORATION,
as Depositor,
FREMONT INVESTMENT & LOAN,
as Originator and Servicer,
WELLS 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, 2005
----------
FREMONT HOME LOAN TRUST 2005-D
MORTGAGE-BACKED CERTIFICATES,
SERIES 2005-D
================================================================================
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S>
<C>
ARTICLE I
DEFINITIONS....................................................
16
Section 1.01.
Definitions.............................................
16
ARTICLE II CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES.. 90
Section 2.01. Conveyance of Mortgage
Loans............................ 90
Section 2.02. Acceptance by the
Trustee or Trust Administrator of the
Mortgage Loans..........................................
94
Section 2.03. Representations,
Warranties and Covenants of the
Originator and the Servicer.............................
95
Section 2.04. Delivery of Opinion of
Counsel in Connection with
Substitution; Non-Qualified Mortgages...................
98
Section 2.05. Execution and Delivery
of Certificates.................. 98
Section 2.06. Representations and
Warranties of the Depositor......... 99
Section 2.07. Representations,
Warranties and Covenants of the
Servicer, the Originator and the Master Servicer........
100
ARTICLE III ADMINISTRATION AND SERVICING OF
MORTGAGE LOANS............... 105
Section 3.01. Servicer to Service
Mortgage Loans...................... 105
Section 3.02. Subservicing
Agreements between the Servicer and
Subservicers............................................
107
Section 3.03. Successor
Subservicers.................................. 108
Section 3.04. Liability of the
Servicer............................... 109
Section 3.05. No Contractual
Relationship between Subservicers and the
Trustee, Master Servicer, Swap Administrator, Trust
Administrator or Certificateholder......................
109
Section 3.06. Assumption or
Termination of Subservicing Agreements by
Master Servicer, Trustee or Trust Administrator.........
109
Section 3.07. Collection of Certain
Mortgage Loan Payments............ 110
Section 3.08. Subservicing
Accounts................................... 111
Section 3.09. Collection of Taxes,
Assessments and Similar Items;
Escrow Accounts.........................................
111
Section 3.10. Collection
Account...................................... 112
Section 3.11. Withdrawals from the
Collection Account................. 114
Section 3.12. Investment of Funds in
the Collection Account and the
Distribution Account....................................
115
Section 3.13. Maintenance of Hazard
Insurance, Errors and Omissions
and Fidelity Coverage...................................
116
Section 3.14. Enforcement of
Due-on-Sale Clauses; Assumption
Agreements..............................................
118
Section 3.15. Realization upon
Defaulted Mortgage Loans............... 119
Section 3.16. Release of Mortgage
Files............................... 120
Section 3.17. Title, Conservation
and Disposition of REO Property..... 122
Section 3.18. Notification of
Adjustments............................. 123
Section 3.19. Access to Certain
Documentation and Information
Regarding the Mortgage Loans............................
124
</TABLE>
Fremont 2005-D
Pooling & Servicing Agreement
i
<PAGE>
<TABLE>
<S>
<C>
Section 3.20. Documents, Records and
Funds in Possession of the
Servicer to Be Held for the Trustee.....................
124
Section 3.21. Servicing
Compensation.................................. 124
Section 3.22. Annual Statement as to
Compliance....................... 125
Section 3.23. Annual Independent
Public Accountants' Servicing
Statement; Financial Statements.........................
125
Section 3.24. Master Servicer to Act
as Servicer...................... 126
Section 3.25. Compensating
Interest................................... 126
Section 3.26. Credit Reporting;
Gramm-Leach-Bliley Act................ 126
Section 3.27. Net WAC Rate Carryover
Reserve Account; Distribution
Account; Swap Account...................................
127
Section 3.28. Optional Purchase of
Delinquent Mortgage Loans.......... 129
Section 3.29. REMIC-Related
Covenants................................. 130
Section 3A.01 Master
Servicer......................................... 130
Section 3A.02 REMIC-Related
Covenants................................. 131
Section 3A.03 Monitoring of
Servicer.................................. 131
Section 3A.04 Fidelity
Bond........................................... 132
Section 3A.05 Power to Act;
Procedures................................ 133
Section 3A.06 Due-on-Sale Clauses;
Assumption Agreements.............. 133
Section 3A.07 Documents, Records and
Funds in Possession of Master
Servicer To Be Held for Trustee.........................
133
Section 3A.08
[RESERVED]..............................................
134
Section 3A.09 Compensation for the
Master Servicer.................... 134
Section 3A.10 Annual Officer's
Certificate as to Compliance........... 134
Section 3A.11 Annual Independent
Accountant's Servicing Report........ 135
Section 3A.12 Obligation of the
Master Servicer in Respect of
Prepayment Interest Shortfalls..........................
135
ARTICLE IV DISTRIBUTIONS AND ADVANCES BY
THE SERVICER.................... 136
Section 4.01.
Advances................................................
136
Section 4.02. Priorities of
Distribution.............................. 137
Section 4.03. Monthly Statements to
Certificateholders................ 149
Section 4.04. Certain Matters
Relating to the Determination of LIBOR.. 153
Section 4.05. Allocation of Realized
Loss Amounts..................... 153
Section 4.06. Compliance with
Withholding Requirements................ 154
Section 4.07. Commission
Reporting.................................... 154
Section 4.08. REMIC Distributions
and Allocation of Losses............ 156
ARTICLE IV THE
CERTIFICATES..............................................
162
Section 4.01. The
Certificates........................................ 162
Section 4.02. Certificate Register;
Registration of Transfer and
Exchange of Certificates................................
163
Section 4.03. Mutilated, Destroyed,
Lost or Stolen Certificates....... 168
Section 4.04. Persons Deemed
Owners................................... 168
Section 4.05. Access to List of
Certificateholders' Names and
Addresses...............................................
169
Section 4.06. Maintenance of Office
or Agency......................... 169
</TABLE>
ii
<PAGE>
<TABLE>
<S>
<C>
ARTICLE V THE DEPOSITOR, THE ORIGINATOR,
THE MASTER SERVICER, THE SWAP
ADMINISTRATOR AND THE
SERVICER........................................... 169
Section 5.01. Respective Liabilities
of the Depositor, the Originator,
the Master Servicer, the Swap Administrator and the
Servicer................................................
169
Section 5.02. Merger or
Consolidation of the Depositor, the
Originator, the Master Servicer, the Swap Administrator
or the Servicer.........................................
169
Section 5.03. Limitation on
Liability of the Depositor, the
Originator, the Master Servicer, the Swap Administrator,
the Trust Administrator, the Servicer and Others........
170
Section 5.04. Limitation on
Resignation of the Servicer............... 171
Section 5.05. Additional
Indemnification by the Servicer; Third Party
Claims..................................................
171
Section 5.06. Rights of the
Depositor, the Master Servicer, the Swap
Administrator, the Trust Administrator and the Trustee
in Respect of the Servicer..............................
172
Section 5.07. Limitation on
Resignation of the Master Servicer........ 173
Section 5.08. Assignment of Master
Servicing.......................... 173
ARTICLE VI
DEFAULT.......................................................
173
Section 6.01. Events of
Default....................................... 173
Section 6.02. Master Servicer to
Act; Appointment of Successor........ 179
Section 6.03. Notification to
Certificateholders...................... 181
ARTICLE VII CONCERNING THE TRUSTEE AND THE
TRUST ADMINISTRATOR........... 181
Section 7.01. Duties of the
Trustee................................... 181
Section 7.02. Certain Matters
Affecting the Trustee and the Trust
Administrator...........................................
182
Section 7.03. Neither the Trustee
Nor the Trust Administrator Liable
for Certificates or Mortgage Loans......................
184
Section 7.04. Trustee and Trust
Administrator May Own Certificates.... 184
Section 7.05. Fees and Expenses of
the Trustee and Trust
Administrator...........................................
185
Section 7.06. Eligibility
Requirements for the Trustee and Trust
Administrator...........................................
186
Section 7.07. Resignation and
Removal of the Trustee or Trust
Administrator...........................................
186
Section 7.08. Successor Trustee or
Trust Administrator................ 187
Section 7.09. Merger or
Consolidation of the Trustee or the Trust
Administrator...........................................
188
Section 7.10. Appointment of
Co-Trustee or Separate Trustee........... 188
Section 7.11. Representations and
Warranties of the Trustee, Trust
Administrator and Swap Administrator....................
189
ARTICLE VIII
TERMINATION.................................................
191
Section 8.01. Termination upon
Liquidation or Purchase of the Mortgage
Loans...................................................
191
Section 8.02. Final Distribution on
the Certificates.................. 191
Section 8.03. Additional Termination
Requirements..................... 192
ARTICLE IX MISCELLANEOUS
PROVISIONS...................................... 193
Section 9.01.
Amendment...............................................
193
</TABLE>
iii
<PAGE>
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<S>
<C>
Section 9.02. Recordation of
Agreement; Counterparts.................. 195
Section 9.03. Governing
Law........................................... 195
Section 9.04. Intention of
Parties.................................... 196
Section 9.05.
Notices.................................................
196
Section 9.06. Severability of
Provisions.............................. 197
Section 9.07. Assignment; Sales;
Advance Facilities................... 197
Section 9.08. Limitation on Rights
of Certificateholders.............. 199
Section 9.09. Inspection and Audit
Rights............................. 200
Section 9.10. Certificates
Nonassessable and Fully Paid............... 200
Section 9.11. Waiver of Jury
Trial.................................... 200
Section 9.12. Benefit of
Agreement.................................... 200
ARTICLE X REMIC
PROVISIONS...............................................
201
Section 10.01. REMIC
Administration.................................... 201
Section 10.02. Prohibited Transactions and
Activities.................. 204
Section 10.03.
Indemnification.........................................
205
</TABLE>
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, Class M and
Class B Certificates
Exhibit B Form of Class P
Certificate
Exhibit C Form of Class [R][RX]
Certificate
Exhibit D Form of Class C
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
Exhibit K Form of Contents for Each
Mortgage File
Exhibit L Power of Attorney
iv
<PAGE>
Exhibit M Form of Trust Administrator
Certification
Exhibit N Form of Servicer
Certification
Exhibit O Purchase Agreement
Exhibit P Standard & Poor's
LEVELS(R) Glossary
Exhibit Q Form of Calculation of
Realized Loss
v
<PAGE>
THIS POOLING AND
SERVICING AGREEMENT, dated as of November 1, 2005, among
FREMONT MORTGAGE SECURITIES CORPORATION, as
depositor (the "Depositor"), FREMONT
INVESTMENT & LOAN, as originator and
servicer (the "Originator" and the
"Servicer", as applicable; and together
"Fremont"), and WELLS 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"),
WITNESSETH:
In consideration
of the mutual agreements herein contained, the parties
hereto agree as follows:
PRELIMINARY STATEMENT
The Issuer
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 twenty-two Classes of
Certificates, designated as (i) the Class
1-A-1 Certificates, (ii) the Class
2-A-1, Class 2-A-2, Class 2-A-3 and Class
2-A-4 Certificates, (iii) the Class
M1, Class M2, Class M3, Class M4, Class M5,
Class M6, Class M7, Class M8 and
Class M9 Certificates, (iv) the Class B1,
Class B2, Class B3 and Class B4
Certificates, (iv) the Class C
Certificates, (v) the Class P Certificates and
(vi) the Class R and Class RX Certificates.
The descriptions of REMIC I, REMIC
II, REMIC III, REMIC IV and REMIC V 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,
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 Principal
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.
<PAGE>
<TABLE>
<CAPTION>
INITIAL UNCERTIFICATED UNCERTIFICATED REMIC I
LATEST
POSSIBLE
DESIGNATION
BALANCE
PASS-THROUGH RATE MATURITY
DATE(1)
----------- ----------------------
---------------------- ----------------
<S>
<C>
<C>
<C>
I
$
0.41
Variable (2)
November 2035
I-1-A
$ 2,096,117.83
Variable (2)
November 2035
I-1-B
$ 2,096,117.83
Variable (2)
November 2035
I-2-A
$ 2,440,293.18
Variable (2)
November 2035
I-2-B
$ 2,440,293.18
Variable (2)
November
2035
I-3-A
$ 2,779,916.66
Variable (2)
November 2035
I-3-B
$ 2,779,916.66
Variable (2)
November 2035
I-4-A
$ 3,133,373.38
Variable (2)
November 2035
I-4-B
$ 3,133,373.38
Variable (2)
November 2035
I-5-A
$ 3,439,045.21
Variable (2)
November 2035
I-5-B
$ 3,439,045.21
Variable (2)
November 2035
I-6-A
$
3,755,323.23
Variable (2)
November 2035
I-6-B
$ 3,755,323.23
Variable (2)
November 2035
I-7-A
$ 4,060,615.92
Variable (2)
November 2035
I-7-B
$ 4,060,615.92
Variable (2)
November 2035
I-8-A
$ 4,353,364.88
Variable (2)
November 2035
I-8-B
$ 4,353,364.88
Variable (2)
November 2035
I-9-A
$ 4,632,058.99
Variable (2)
November 2035
I-9-B
$ 4,632,058.99
Variable (2)
November 2035
I-10-A
$ 4,895,241.97
Variable (2)
November 2035
I-10-B
$ 4,895,241.97
Variable (2)
November
2035
I-11-A
$ 5,141,530.33
Variable (2)
November 2035
I-11-B
$ 5,141,530.33
Variable (2)
November 2035
I-12-A
$ 5,369,623.70
Variable (2)
November 2035
I-12-B
$ 5,369,623.70
Variable (2)
November 2035
I-13-A
$ 5,578,315.11
Variable (2)
November 2035
I-13-B
$ 5,578,315.11
Variable (2)
November 2035
I-14-A
$
5,766,507.89
Variable (2)
November 2035
I-14-B
$ 5,766,507.89
Variable (2)
November 2035
I-15-A
$ 5,933,222.67
Variable (2)
November 2035
I-15-B
$ 5,933,222.67
Variable (2)
November 2035
I-16-A
$ 6,077,431.21
Variable (2)
November 2035
I-16-B
$ 6,077,431.21
Variable (2)
November 2035
I-17-A
$ 6,195,368.17
Variable (2)
November 2035
I-17-B
$ 6,195,368.17
Variable (2)
November 2035
I-18-A
$ 5,949,057.54
Variable (2)
November 2035
I-18-B
$ 5,949,057.54
Variable (2)
November
2035
I-19-A
$ 5,712,524.20
Variable (2)
November 2035
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
INITIAL UNCERTIFICATED UNCERTIFICATED REMIC I
LATEST
POSSIBLE
DESIGNATION
BALANCE
PASS-THROUGH RATE MATURITY
DATE(1)
----------- ----------------------
---------------------- ----------------
<S>
<C>
<C>
<C>
I-19-B
$ 5,712,524.20
Variable (2)
November 2035
I-20-A
$ 5,500,949.57
Variable (2)
November 2035
I-20-B
$ 5,500,949.57
Variable (2)
November 2035
I-21-A
$ 5,511,533.49
Variable (2)
November 2035
I-21-B
$ 5,511,533.49
Variable (2)
November 2035
I-22-A
$110,293,589.90
Variable (2)
November 2035
I-22-B
$110,293,589.90
Variable (2)
November 2035
I-23-A
$
682,372.43
Variable (2)
November 2035
I-23-B
$
682,372.43
Variable (2)
November 2035
I-24-A
$
653,960.71
Variable (2)
November 2035
I-24-B
$
653,960.71
Variable (2)
November 2035
I-25-A
$ 6,262,729.86
Variable (2)
November 2035
I-25-B
$ 6,262,729.86
Variable (2)
November 2035
I-26-A
$
600,630.47
Variable (2)
November 2035
I-26-B
$
600,630.47
Variable (2)
November 2035
I-27-A
$
575,616.35
Variable (2)
November 2035
I-27-B
$
575,616.35
Variable (2)
November 2035
I-28-A
$
551,641.34
Variable (2)
November 2035
I-28-B
$
551,641.34
Variable (2)
November 2035
I-29-A
$
528,663.62
Variable (2)
November 2035
I-29-B
$
528,663.62
Variable (2)
November 2035
I-30-A
$
506,639.73
Variable (2)
November 2035
I-30-B
$
506,639.73
Variable (2)
November 2035
I-31-A
$
485,532.18
Variable (2)
November 2035
I-31-B
$
485,532.18
Variable (2)
November 2035
I-32-A
$
465,302.42
Variable (2)
November 2035
I-32-B
$
465,302.42
Variable (2)
November 2035
I-33-A
$
652,200.79
Variable (2)
November 2035
I-33-B
$
652,200.79
Variable (2)
November 2035
I-34-A
$ 2,099,881.00
Variable (2)
November 2035
I-34-B
$ 2,099,881.00
Variable (2)
November 2035
I-35-A
$
335,287.79
Variable (2)
November 2035
I-35-B
$
335,287.79
Variable (2)
November 2035
I-36-A
$
321,147.11
Variable (2)
November 2035
I-36-B
$
321,147.11
Variable (2)
November 2035
I-37-A
$
307,607.74
Variable (2)
November 2035
I-37-B
$
307,607.74
Variable (2)
November 2035
I-38-A
$
294,655.54
Variable (2)
November 2035
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
INITIAL UNCERTIFICATED UNCERTIFICATED REMIC I
LATEST
POSSIBLE
DESIGNATION
BALANCE
PASS-THROUGH RATE MATURITY
DATE(1)
----------- ----------------------
---------------------- ----------------
<S>
<C>
<C>
<C>
I-38-B
$
294,655.54
Variable (2)
November 2035
I-39-A
$
282,530.61
Variable (2)
November 2035
I-39-B
$ 282,530.61
Variable (2)
November 2035
I-40-A
$
271,037.49
Variable (2)
November 2035
I-40-B
$
271,037.49
Variable (2)
November 2035
I-41-A
$
260,051.53
Variable (2)
November 2035
I-41-B
$
260,051.53
Variable (2)
November 2035
I-42-A
$
252,074.35
Variable (2)
November 2035
I-42-B
$
252,074.35
Variable (2)
November 2035
I-43-A
$
251,705.52
Variable (2)
November 2035
I-43-B
$
251,705.52
Variable (2)
November 2035
I-44-A
$
251,473.59
Variable (2)
November 2035
I-44-B
$
251,473.59
Variable (2)
November 2035
I-45-A
$
251,237.30
Variable (2)
November 2035
I-45-B
$
251,237.30
Variable (2)
November 2035
I-46-A
$
250,988.52
Variable (2)
November 2035
I-46-B
$
250,988.52
Variable (2)
November 2035
I-47-A
$
250,716.93
Variable (2)
November 2035
I-47-B
$ 250,716.93
Variable (2)
November 2035
I-48-A
$
250,470.33
Variable (2)
November 2035
I-48-B
$
250,470.33
Variable (2)
November 2035
I-49-A
$
201,078.71
Variable (2)
November 2035
I-49-B
$
201,078.71
Variable (2)
November 2035
I-50-A
$
200,880.99
Variable (2)
November 2035
I-50-B
$
200,880.99
Variable (2)
November 2035
I-51-A
$
200,680.55
Variable (2)
November 2035
I-51-B
$
200,680.55
Variable (2)
November 2035
I-52-A
$
200,475.77
Variable (2)
November 2035
I-52-B
$
200,475.77
Variable (2)
November 2035
I-53-A
$
200,267.73
Variable (2)
November 2035
I-53-B
$
200,267.73
Variable (2)
November 2035
I-54-A
$
200,056.98
Variable (2)
November 2035
I-54-B
$
200,056.98
Variable (2)
November 2035
I-55-A
$
199,841.33
Variable (2)
November 2035
I-55-B
$ 199,841.33
Variable (2)
November 2035
I-56-A
$
199,622.43
Variable (2)
November 2035
I-56-B
$
199,622.43
Variable (2)
November 2035
I-57-A
$
247,287.82
Variable (2)
November 2035
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
INITIAL UNCERTIFICATED UNCERTIFICATED REMIC I
LATEST
POSSIBLE
DESIGNATION
BALANCE
PASS-THROUGH RATE MATURITY
DATE(1)
----------- ----------------------
---------------------- ----------------
<S>
<C>
<C>
<C>
I-57-B
$
247,287.82
Variable (2)
November 2035
I-58-A
$ 2,236,821.75
Variable (2)
November 2035
I-58-B
$ 2,236,821.75
Variable (2)
November 2035
II
$
0.54
Variable (2)
November 2035
II-1-A
$ 2,727,574.67
Variable (2)
November 2035
II-1-B
$ 2,727,574.67
Variable (2)
November 2035
II-2-A
$ 2,727,574.67
Variable (2)
November 2035
II-2-B
$ 2,727,574.67
Variable (2)
November 2035
II-3-A
$ 3,617,368.34
Variable (2)
November 2035
II-3-B
$ 3,617,368.34
Variable (2)
November 2035
II-4-A
$ 4,051,279.12
Variable (2)
November 2035
II-4-B
$ 4,051,279.12
Variable (2)
November 2035
II-5-A
$ 4,475,059.79
Variable (2)
November 2035
II-5-B
$ 4,475,059.79
Variable (2)
November 2035
II-6-A
$ 4,886,616.77
Variable (2)
November 2035
II-6-B
$ 4,886,616.77
Variable (2)
November 2035
II-7-A
$ 5,283,879.08
Variable (2)
November 2035
II-7-B
$ 5,283,879.08
Variable (2)
November 2035
II-8-A
$ 5,664,818.87
Variable (2)
November 2035
II-8-B
$ 5,664,818.87
Variable (2)
November 2035
II-9-A
$ 6,027,469.76
Variable (2)
November 2035
II-9-B
$ 6,027,469.76
Variable (2)
November 2035
II-10-A
$ 6,369,936.78
Variable (2)
November 2035
II-10-B
$ 6,369,936.78
Variable (2)
November 2035
II-11-A
$ 6,690,419.67
Variable (2)
November 2035
II-11-B
$ 6,690,419.67
Variable (2)
November 2035
II-12-A
$ 6,987,226.30
Variable (2)
November 2035
II-12-B
$ 6,987,226.30
Variable (2)
November 2035
II-13-A
$ 7,258,786.14
Variable (2)
November 2035
II-13-B
$ 7,258,786.14
Variable (2)
November 2035
II-14-A
$ 7,503,672.11
Variable (2)
November 2035
II-14-B
$ 7,503,672.11
Variable (2)
November 2035
II-15-A
$ 7,720,609.83
Variable (2)
November 2035
II-15-B
$ 7,720,609.83
Variable (2)
November 2035
II-16-A
$ 7,908,261.29
Variable (2)
November 2035
II-16-B
$ 7,908,261.29
Variable (2)
November 2035
II-17-A
$ 8,061,726.83
Variable (2)
November 2035
II-17-B
$ 8,061,726.83
Variable (2)
November 2035
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
INITIAL UNCERTIFICATED UNCERTIFICATED REMIC I
LATEST
POSSIBLE
DESIGNATION
BALANCE
PASS-THROUGH RATE MATURITY
DATE(1)
----------- ----------------------
---------------------- ----------------
<S>
<C>
<C>
<C>
II-18-A
$ 7,741,214.96
Variable (2)
November 2035
II-18-B
$ 7,741,214.96
Variable (2)
November 2035
II-19-A
$ 7,433,425.80
Variable (2)
November 2035
II-19-B
$ 7,433,425.80
Variable (2)
November 2035
II-20-A
$ 7,158,114.18
Variable (2)
November 2035
II-20-B
$ 7,158,114.18
Variable (2)
November 2035
II-21-A
$ 7,171,886.51
Variable (2)
November 2035
II-21-B
$ 7,171,886.51
Variable (2)
November 2035
II-22-A
$143,519,605.10
Variable (2)
November 2035
II-22-B
$143,519,605.10
Variable (2)
November 2035
II-23-A
$
887,937.57
Variable (2)
November 2035
II-23-B
$
887,937.57
Variable (2)
November 2035
II-24-A
$
850,966.79
Variable (2)
November 2035
II-24-B
$
850,966.79
Variable (2)
November 2035
II-25-A
$
815,532.64
Variable (2)
November 2035
II-25-B
$
815,532.64
Variable (2)
November 2035
II-26-A
$
781,570.78
Variable (2)
November 2035
II-26-B
$
781,570.78
Variable (2)
November 2035
II-27-A
$
749,021.15
Variable (2)
November 2035
II-27-B
$
749,021.15
Variable (2)
November 2035
II-28-A
$
717,823.66
Variable (2)
November 2035
II-28-B
$
717,823.66
Variable (2)
November 2035
II-29-A
$
687,923.88
Variable (2)
November 2035
II-29-B
$
687,923.88
Variable (2)
November 2035
II-30-A
$
659,265.27
Variable (2)
November 2035
II-30-B
$
659,265.27
Variable (2)
November 2035
II-31-A
$
631,799.07
Variable (2)
November 2035
II-31-B
$
631,799.07
Variable (2)
November 2035
II-32-A
$
605,475.08
Variable (2)
November 2035
II-32-B
$
605,475.08
Variable (2)
November 2035
II-33-A
$
848,676.71
Variable (2)
November 2035
II-33-B
$
848,676.71
Variable (2)
November 2035
II-34-A
$ 2,732,471.50
Variable (2)
November 2035
II-34-B
$ 2,732,471.50
Variable (2)
November 2035
II-35-A
$
436,293.46
Variable (2)
November 2035
II-35-B
$
436,293.46
Variable (2)
November 2035
II-36-A
$
417,892.89
Variable (2)
November 2035
II-36-B
$
417,892.89
Variable (2)
November 2035
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
INITIAL UNCERTIFICATED UNCERTIFICATED REMIC I
LATEST
POSSIBLE
DESIGNATION
BALANCE
PASS-THROUGH RATE MATURITY
DATE(1)
----------- ----------------------
---------------------- ----------------
<S>
<C>
<C>
<C>
II-37-A
$
400,274.76
Variable (2)
November 2035
II-37-B
$
400,274.76
Variable (2)
November 2035
II-38-A
$
383,420.71
Variable (2)
November 2035
II-38-B
$
383,420.71
Variable (2)
November 2035
II-39-A
$
367,643.14
Variable (2)
November 2035
II-39-B
$
367,643.14
Variable (2)
November 2035
II-40-A
$
352,689.01
Variable (2)
November 2035
II-40-B
$
352,689.01
Variable (2)
November 2035
II-41-A
$
338,392.22
Variable (2)
November 2035
II-41-B
$
338,392.22
Variable (2)
November 2035
II-42-A
$
328,011.90
Variable (2)
November 2035
II-42-B $
328,011.90
Variable (2)
November 2035
II-43-A
$
327,531.98
Variable (2)
November 2035
II-43-B
$
327,531.98
Variable (2)
November 2035
II-44-A
$
327,230.16
Variable (2)
November 2035
II-44-B
$
327,230.16
Variable (2)
November 2035
II-45-A
$
326,922.70
Variable (2)
November 2035
II-45-B
$
326,922.70
Variable (2)
November 2035
II-46-A
$
326,598.98
Variable (2)
November 2035
II-46-B
$
326,598.98
Variable (2)
November 2035
II-47-A
$
326,245.57
Variable (2)
November 2035
II-47-B
$
326,245.57
Variable (2)
November 2035
II-48-A
$
325,924.67
Variable (2)
November 2035
II-48-B
$
325,924.67
Variable (2)
November 2035
II-49-A
$
261,635.79
Variable (2)
November 2035
II-49-B
$
261,635.79
Variable (2)
November 2035
II-50-A
$
261,396.51
Variable (2)
November 2035
II-50-B $
261,396.51
Variable (2)
November 2035
II-51-A
$
261,135.70
Variable (2)
November 2035
II-51-B
$
261,135.70
Variable (2)
November 2035
II-52-A
$
260,869.23
Variable (2)
November 2035
II-52-B
$
260,869.23
Variable (2)
November 2035
II-53-A
$
260,598.52
Variable (2)
November 2035
II-53-B
$
260,598.52
Variable (2)
November 2035
II-54-A
$
260,324.27
Variable (2)
November 2035
II-54-B
$
260,324.27
Variable (2)
November 2035
II-55-A
$
260,043.67
Variable (2)
November 2035
II-55-B
$
260,043.67
Variable (2)
November 2035
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
INITIAL UNCERTIFICATED UNCERTIFICATED REMIC I
LATEST
POSSIBLE
DESIGNATION
BALANCE
PASS-THROUGH RATE MATURITY
DATE(1)
----------- ----------------------
---------------------- ----------------
<S>
<C>
<C>
<C>
II-56-A
$ 259,758.82
Variable (2)
November 2035
II-56-B
$
259,758.82
Variable (2)
November 2035
II-57-A
$
321,783.43
Variable (2)
November 2035
II-57-B
$
321,783.43
Variable (2)
November 2035
II-58-A
$ 2,910,665.75
Variable (2)
November 2035
II-58-B
$ 2,910,665.75
Variable (2)
November 2035
</TABLE>
----------
(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.
8
<PAGE>
REMIC II
As provided
herein, the Trustee 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.
<TABLE>
<CAPTION>
INITIAL UNCERTIFICATED UNCERTIFICATED REMIC II
LATEST
POSSIBLE
DESIGNATION
BALANCE
PASS-THROUGH RATE MATURITY
DATE (1)
----------- ----------------------
----------------------- -----------------
<S>
<C>
<C>
<C>
LTAA
$507,295,311.19
Variable(2)
November 2035
LT1A1
1,719,680.00
Variable(2)
November 2035
LT2A1
866,295.00
Variable(2)
November 2035
LT2A2
528,875.00
Variable(2)
November 2035
LT2A3
573,995.00
Variable(2)
November 2035
LT2A4
268,575.00
Variable(2)
November 2035
LTM1
188,940.00
Variable(2)
November 2035
LTM2
176,000.00
Variable(2)
November 2035
LTM3
121,645.00
Variable(2)
November 2035
LTM4
93,175.00
Variable(2)
November 2035
LTM5
90,595.00
Variable(2)
November 2035
LTM6
77,645.00
Variable(2)
November 2035
LTM7
77,645.00
Variable(2)
November 2035
LTM8
59,530.00
Variable(2)
November 2035
LTM9
59,530.00
Variable(2)
November 2035
LTB1
51,765.00
Variable(2)
November 2035
LTB2
51,765.00
Variable(2)
November 2035
LTB3
36,240.00
Variable(2)
November 2035
LTB4
49,175.00
Variable(2)
November 2035
LTZZ
5,261,895.53
Variable(2)
November 2035
LT1SUB
$
10,594.83
Variable(2)
November 2035
LT1GRP
$
44,988.44
Variable(2)
November 2035
LT2SUB
$
13,786.43
Variable(2)
November 2035
LT2GRP
$
58,541.23
Variable(2)
November 2035
LTXX
$517,520,365.80
Variable(2)
November 2035
LTIO
(3)
Variable(2)
November 2035
LTP
$
100.00
Variable(2)
November 2035
</TABLE>
9
<PAGE>
----------
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.
10
<PAGE>
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 Interest or Class P
Interest) will be calculated on the basis
of the actual number of days in the
related Interest Accrual Period and a
360-day year. Interest on the Class C
Interest will be calculated on the basis of
a 360-day year consisting of twelve
30-day months.
Each class
listed below, other than the Class R Certificates, represents
ownership of a Regular Interest in REMIC
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 Class IO Distribution Amounts (as
defined herein).The Class C Interest and
the Class P Interest do not represent
rights or obligations in respect of (i) or
(ii) above. The entitlement to
principal of the Regular Interest which
corresponds to each Certificate shall be
equal in amount and timing to the
entitlement to principal of such Certificate.
The following
table sets forth (or describes) the Class designation,
Certificate Interest Rate, initial Class
Certificate Balance or the REMIC III
Uncertificated Balance for each Class of
Certificates or REMIC III
Uncertificated Regular Interest:
<TABLE>
<CAPTION>
INITIAL CLASS CERTIFICATE
BALANCE OR
INITIAL REMIC III
CERTIFICATE
ASSUMED FINAL
CLASS UNCERTIFICATED
BALANCE
INTEREST RATE
MATURITY DATES (1)
----- -------------------------
-------------
------------------
<S> <C>
<C>
<C>
1-A-1
$343,936,000
(2)
November 2035
2-A-1
173,259,000
(2)
November 2035
2-A-2
105,775,000
(2)
November 2035
2-A-3
114,799,000
(2)
November 2035
2-A-4
53,715,000
(2)
November 2035
M1
37,788,000
(2)
November 2035
M2
35,200,000
(2)
November 2035
M3
24,329,000
(2)
November 2035
M4
18,635,000
(2)
November 2035
M5
18,119,000
(2)
November 2035
M6
15,529,000
(2)
November 2035
M7
15,529,000
(2)
November 2035
M8
11,906,000
(2)
November 2035
M9
11,906,000
(2)
November 2035
B1
10,353,000
(2)
November 2035
B2
10,353,000
(2)
November 2035
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
INITIAL CLASS CERTIFICATE
BALANCE OR
INITIAL REMIC III
CERTIFICATE
ASSUMED FINAL
CLASS
UNCERTIFICATED BALANCE INTEREST RATE
MATURITY DATES
(1)
-----
------------------------- ------------- ------------------
<S>
<C>
<C>
<C>
B3
7,248,000
(2)
November 2035
B4
9,835,000
(2)
November 2035
C Interest
(3)
(3)
November 2035
P Interest
$ 100
(4)
November 2035
Class SWAP-IO Interest
N/A(5)
N/A(5)
November 2035
R
N/A
N/A
November 2035
</TABLE>
----------
(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 Class of Certificates or REMIC III
Uncertificated
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.
(3) The Class C Interest will accrue
interest at the Class C Pass-Through Rate
on the Notional
Amount of the Class C Certificates outstanding from time to
time which shall
equal the aggregate of the Uncertificated Principal
Balances of the
REMIC II Regular Interests (other than REMIC II Regular
Interest LTP).
The Class C Interest will have an initial Uncertificated
Principal
Balance equal to the Initial Overcollateralization Amount. The
Class C Interest
will not accrue interest on its Uncertificated Principal
Balance.
(4) The Class P Interest does not bear
interest. The Class P Interest
represents the
right to receive payments in respect of Prepayment Premiums.
(5) The Class SWAP-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.
12
<PAGE>
REMIC IV
As provided
herein, the Trust Administrator shall make an election to treat
the segregated pool of assets consisting of
the Class C Interest as a REMIC for
federal income tax purposes, and such
segregated pool of assets will be
designated as "REMIC IV." The Class RX-IV
Interest represents the sole class of
"residual interests" in REMIC IV for
purposes of the REMIC Provisions.
The following
table sets forth (or describes) the Class designation,
Pass-Through Rate and initial Class
Certificate Balance for the Class C
Certificates that represents a "regular
interest" in REMIC IV created hereunder:
<TABLE>
<CAPTION>
Initial Class
Assumed Final
Class Designation Certificate Balance
Pass-Through
Rate Maturity
Date(1)
----------------- -------------------
----------------- ----------------
<S>
<C>
<C>
<C>
Class C Certificate
(2)(3)
Variable(2)
November 2035
</TABLE>
----------
(1) Solely for purposes of Section
1.860G-1(a)(4)(iii) of the Treasury
regulations, the
Distribution Date following the maturity date for the
Mortgage Loan
with the latest maturity date has been designated as the
"latest possible
maturity date" for the Class C Certificates.
(2) The Class C Certificates will
receive 100% of amounts received in respect
of the Class C
Interest.
(3) The Certificate Balance of the
Class C Certificates shall equal the REMIC
III
Uncertificated Principal Balance of the Class C Interest.
13
<PAGE>
REMIC V
As provided
herein, the Trust Administrator shall make an election to treat
the segregated pool of assets consisting of
the Class P Interest as a REMIC for
federal income tax purposes, and such
segregated pool of assets will be
designated as "REMIC V." The Class RX-V
Interest represents the sole class of
"residual interests" in REMIC V for
purposes of the REMIC Provisions.
The following
table sets forth (or describes) the Class designation,
Pass-Through Rate and initial Class
Certificate Balance for the Class P
Certificates that represents a "regular
interest" in REMIC V created hereunder:
<TABLE>
<CAPTION>
Class
Assumed Final
Class Designation Pass-Through Rate
Certificate
Balance Maturity
Date(1)
----------------- -----------------
------------------- ----------------
<S>
<C>
<C>
<C>
Class P Certificate
N/A
$100.00(2)
November 2035
</TABLE>
----------
(1) Solely for purposes of Section
1.860G-1(a)(4)(iii) of the Treasury
regulations, the
Distribution Date following the maturity date for the
Mortgage Loan
with the latest maturity date has been designated as the
"latest possible
maturity date" for the Class P Certificates.
(2) The Class P Certificates will
receive 100% of amounts received in respect
of the Class P
Interest.
As of the
Cut-off Date, the Group 1 Mortgage Loans had an aggregate
Stated
Principal Balance equal to $449,884,351.03
and the Group 2 Mortgage Loans had an
aggregate Stated Principal Balance equal to
$585,412,302.90.
14
<PAGE>
The minimum
denomination for each Class of the Offered Certificates will be
$100,000, with integral multiples of $1 in
excess thereof except that one
Certificate in each Class may be issued in
a different amount. The minimum
denomination for (a) each of the Class B3
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,
(b) each of the Class P, Class R and
Class RX Certificates will be a 100%
Percentage Interest in such Class and (c)
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:
<TABLE>
<S>
<C>
Book-Entry Certificates........
All Classes of
Certificates other than the
Physical Certificates.
ERISA-Restricted Certificates..
The Senior
Certificates, Subordinate
Certificates, Class R Certificates, Class RX
Certificates, Class P Certificates and Class C
Certificates
LIBOR Certificates.............
The Senior
Certificates and the Subordinate
Certificates.
Offered Certificates...........
All Classes of
Certificates other than the
Private Certificates.
Physical Certificates..........
Class C, Class
P, Class R and Class RX
Certificates.
Private Certificates...........
Class B4, Class
C, Class P, Class R and Class
RX Certificates.
Rating Agencies................
Moody's,
Standard & Poor's and DBRS.
Regular Certificates...........
All Classes of
Certificates other than the
Class R and Class RX Certificates (exclusive
of the right to receive any Net WAC Rate
Carryover Amounts or the obligation to pay any
Class IO Distribution Amount) each of which
(other than the Class C and Class P
Certificates) represents a regular interest in
REMIC III
for purposes of the REMIC
Provisions. The Class C Certificates represent
a regular interest in REMIC IV for purposes of
the REMIC Provisions. The Class P Certificates
represent a regular interest in REMIC V for
purposes of the REMIC Provisions.
Residual Certificates..........
Class R and
Class RX Certificates.
Senior Certificates............
Class 1-A-1,
Class 2-A-1, Class 2-A-2, Class
2-A-3 and Class 2-A-4 Certificates.
Subordinate Certificates.......
Class M1, Class
M2, Class M3, Class M4, Class
M5, Class M6, Class M7, Class M8, Class M9,
Class B1, Class B2, Class B3 and Class B4
Certificates.
</TABLE>
15
<PAGE>
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:
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).
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 or the Net WAC
Rate Carryover Reserve Account. Each
Account shall be an Eligible Account.
Adjustable Rate
Mortgage Loan: An adjustable rate Mortgage Loan purchased
pursuant to the Purchase Agreement.
Adjusted Net
Maximum Mortgage Interest Rate: As to each Mortgage Loan and
at any time, the per annum rate equal to
the Maximum Mortgage Interest Rate less
the Expense Fee Rate.
Adjusted Net
Mortgage Interest Rate: As to each Mortgage Loan and at any
time, the per annum rate equal to the
Mortgage Interest Rate less the Expense
Fee Rate.
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 multiplied by
250 and (b) the Swapped Collateral
Balance for such Distribution Date.
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Adjustment Date:
As to any 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.
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" 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.
Applied Realized
Loss Amount: With respect to any Distribution Date, the
amount, if any, by which the aggregate
Class Certificate Balance of the LIBOR
Certificates and the Class P Certificates
after distributions of principal on
such Distribution Date exceeds the
aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution
Date.
Appraised Value:
With respect to any Mortgage Loan, the value of the
related Mortgaged Property based upon the
appraisal made for the originator at
the time of origination of such Mortgage
Loan or the sales price of such
Mortgaged Property at such time of
origination, whichever is less; provided,
however, that in the case of a refinanced
Mortgage Loan, such value is based
solely upon the appraisal made at the time
of origination of such refinanced
Mortgage Loan.
Assignment of
Mortgage: An assignment of the Mortgage, notice of transfer
or equivalent instrument in recordable form
(other than the assignee's name and
recording information not yet returned from
the recording office), reflecting
the sale of the Mortgage to the
Trustee.
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
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<PAGE>
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, and (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; 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 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.
Base Rate: For
any Distribution Date and any Class of LIBOR Certificates,
the sum of (i) one-month LIBOR plus (ii)
the related Pass-Through Margin.
Best's: Best's
Key Rating Guide, as the same shall be amended from time to
time.
Book-Entry
Certificates: As specified in the Preliminary Statement.
Business Day:
Any day other than (i) Saturday or Sunday, or (ii) a day on
which banking and savings and loan
institutions, in (a) the states of New York,
Maryland, Minnesota and California, (b) the
state in which the Servicer's
servicing operations are located, or (c)
the state in which the Trustee's
operations are located, are authorized or
obligated by law or executive order to
be closed.
Certificate: Any
one of the Certificates executed by the Trust
Administrator in substantially the forms
attached hereto as exhibits.
Certificate
Balance: With respect to any Class of Certificates, other than
the Class C, Class R or Class RX
Certificates, at any date, the maximum dollar
amount of principal to which the Holder
thereof is then entitled hereunder, such
amount being equal to the Denomination
thereof minus all distributions of
principal previously made with respect
thereto and in the case of the
Subordinate Certificates, reduced by any
Applied Realized Loss Amounts
applicable to such Class; provided,
however, that the Certificate Balances of
the Subordinate Certificates then
outstanding will be increased in direct order
of seniority by the amount of any
Subsequent Recoveries distributed to any Class
senior to such Class. With respect to the
Class C Certificate and any
Distribution Date, an amount equal to the
REMIC III Uncertificated Principal
Balance of the Class C Interest. The Class
R or Class RX Certificates will not
have a Certificate Balance.
Certificate
Interest Rate: With respect to each Distribution Date during
the Interest Accrual Period and each Class
of LIBOR Certificates and the Class C
Certificates, the related Pass-Through
Rate.
Certificate
Owner: With respect to a Book-Entry Certificate, the Person who
is the beneficial owner of such Book-Entry
Certificate.
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<PAGE>
Certificate
Register: The register maintained pursuant to Section 5.02.
Certificate Registrar:
The registrar appointed pursuant to Section 5.02.
Certificateholder or Holder: The person in whose name a Certificate
is
registered in the Certificate Register,
except that, solely for the purpose of
giving any consent pursuant to this
Agreement, any Certificate registered in the
name of the Depositor, the Master Servicer
or the Servicer or any affiliate
thereof shall be deemed not to be
Outstanding and the Percentage Interest
evidenced thereby shall not be taken into
account in determining whether the
requisite amount of Percentage Interests
necessary to effect such consent has
been obtained; provided, however, that if
any such Person (including the
Depositor) owns 100% of the Percentage
Interests evidenced by a Class of
Certificates, such Certificates shall be
deemed to be Outstanding for purposes
of any provision hereof that requires the
consent of the Holders of Certificates
of a particular Class as a condition to the
taking of any action hereunder. The
Trustee and the Trust Administrator are
entitled to rely conclusively on a
certification of the Depositor or any
affiliate of the Depositor in determining
which Certificates are registered in the
name of an affiliate of the Depositor.
Class: All
Certificates bearing the same Class designation as set forth in
the Preliminary Statement.
Class A
Certificates: Any of the Class 1-A-1 Certificates and the Class
2-A
Certificates, as applicable.
Class 1-A-1
Certificates: All Certificates bearing the Class designation of
"Class 1-A-1 Certificates" representing the
right to distributions as set forth
herein and therein and representing (i) a
regular interest in REMIC 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-A
Certificates: Any of the Class 2-A-1 Certificates, Class 2-A-2
Certificates, Class 2-A-3 Certificates and
the Class 2-A-4 Certificates, as
applicable.
Class 2-A-1
Certificates: All Certificates bearing the Class designation of
"Class 2-A-1 Certificates" representing the
right to distributions as set forth
herein and therein and representing (i) a
regular interest in REMIC 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-A-2
Certificates: All Certificates bearing the Class designation of
"Class 2-A-2 Certificates" representing the
right to distributions as set forth
herein and therein and representing (i) a
regular interest in REMIC 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-A-3
Certificates: All Certificates bearing the Class designation of
"Class 2-A-3 Certificates" representing the
right to distributions as set forth
herein and therein and
19
<PAGE>
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-A-4
Certificates: All Certificates bearing the Class designation of
"Class 2-A-4 Certificates" representing the
right to distributions as set forth
herein and therein and representing (i) a
regular interest in REMIC 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 B1
Certificates: All Certificates bearing the Class designation of
"Class B1 Certificates" representing the
right to distributions as set forth
herein and therein and representing (i) a
regular interest in REMIC 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 B1
Principal Distribution Amount: With respect to any Distribution
Date, the excess of (x) the sum of (i) the
aggregate Certificate Balance of the
Senior Certificates (after taking into
account the distribution of the Senior
Principal Distribution Amount on such
Distribution Date), (ii) the aggregate
Certificate Balance of the Class M1
Certificates (after taking into account the
distribution of the Class M1 Principal
Distribution Amount on such Distribution
Date), (iii) the aggregate Certificate
Balance of the Class M2 Certificates
(after taking into account the distribution
of the Class M2 Principal
Distribution Amount on such Distribution
Date), (iv) the aggregate Certificate
Balance of the Class M3 Certificates (after
taking into account the distribution
of the Class M3 Principal Distribution
Amount on such Distribution Date), (v)
the aggregate Certificate Balance of the
Class M4 Certificates (after taking
into account the distribution of the Class
M4 Principal Distribution Amount on
such Distribution Date), (vi) the aggregate
Certificate Balance of the Class M5
Certificates (after taking into account the
distribution of the Class M5
Principal Distribution Amount on such
Distribution Date), (vii) the aggregate
Certificate Balance of the Class M6
Certificates (after taking into account the
distribution of the Class M6 Principal
Distribution Amount on such Distribution
Date), (viii) the aggregate Certificate
Balance of the Class M7 Certificates
(after taking into account the distribution
of the Class M7 Principal
Distribution Amount on such Distribution
Date), (ix) the aggregate Certificate
Balance of the Class M8 Certificates (after
taking into account the distribution
of the Class M8 Principal Distribution
Amount on such Distribution Date), (x)
the aggregate Certificate Balance of the
Class M9 Certificates (after taking
into account the distribution of the Class
M9 Principal Distribution Amount on
such Distribution Date) and (xi) the
aggregate Certificate Balance of the Class
B1 Certificates immediately prior to such
Distribution Date over (y) the lesser
of (A) the product of (i) 91.40% 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
the Overcollateralization Floor Amount.
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<PAGE>
Class B2
Certificates: All Certificates bearing the Class designation of
"Class B2 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 B2
Principal Distribution Amount: With respect to any Distribution
Date, the excess of (x) the sum of (i) the
aggregate Certificate Balance of the
Senior Certificates (after taking into
account the distribution of the Senior
Principal Distribution Amount on such
Distribution Date), (ii) the aggregate
Certificate Balance of the Class M1
Certificates (after taking into account the
distribution of the Class M1 Principal
Distribution Amount on such Distribution
Date), (iii) the aggregate Certificate
Balance of the Class M2 Certificates
(after taking into account the distribution
of the Class M2 Principal
Distribution Amount on such Distribution
Date), (iv) the aggregate Certificate
Balance of the Class M3 Certificates (after
taking into account the distribution
of the Class M3 Principal Distribution
Amount on such Distribution Date), (v)
the aggregate Certificate Balance of the
Class M4 Certificates (after taking
into account the distribution of the Class
M4 Principal Distribution Amount on
such Distribution Date), (vi) the aggregate
Certificate Balance of the Class M5
Certificates (after taking into account the
distribution of the Class M5
Principal Distribution Amount on such
Distribution Date), (vii) the aggregate
Certificate Balance of the Class M6
Certificates (after taking into account the
distribution of the Class M6 Principal
Distribution Amount on such Distribution
Date), (viii) the aggregate Certificate
Balance of the Class M7 Certificates
(after taking into account the distribution
of the Class M7 Principal
Distribution Amount on such Distribution
Date), (ix) the aggregate Certificate
Balance of the Class M8 Certificates (after
taking into account the distribution
of the Class M8 Principal Distribution
Amount on such Distribution Date), (x)
the aggregate Certificate Balance of the
Class M9 Certificates (after taking
into account the distribution of the Class
M9 Principal Distribution Amount on
such Distribution Date), (xi) the aggregate
Certificate Balance of the Class B1
Certificates (after taking into account the
distribution of the Class B1
Principal Distribution Amount on such
Distribution Date) and (xii) the aggregate
Certificate Balance of the Class B2
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 93.40% 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 the
Overcollateralization Floor Amount.
Class B3
Certificates: All Certificates bearing the Class designation of
"Class B3 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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<PAGE>
Class B3
Principal Distribution Amount: With respect to any Distribution
Date, the excess of (x) the sum of (i) the
aggregate Certificate Balance of the
Senior Certificates (after taking into
account the distribution of the Senior
Principal Distribution Amount on such
Distribution Date), (ii) the aggregate
Certificate Balance of the Class M1
Certificates (after taking into account the
distribution of the Class M1 Principal
Distribution Amount on such Distribution
Date), (iii) the aggregate Certificate
Balance of the Class M2 Certificates
(after taking into account the distribution
of the Class M2 Principal
Distribution Amount on such Distribution
Date), (iv) the aggregate Certificate
Balance of the Class M3 Certificates (after
taking into account the distribution
of the Class M3 Principal Distribution
Amount on such Distribution Date), (v)
the aggregate Certificate Balance of the
Class M4 Certificates (after taking
into account the distribution of the Class
M4 Principal Distribution Amount on
such Distribution Date), (vi) the aggregate
Certificate Balance of the Class M5
Certificates (after taking into account the
distribution of the Class M5
Principal Distribution Amount on such
Distribution Date), (vii) the aggregate
Certificate Balance of the Class M6
Certificates (after taking into account the
distribution of the Class M6 Principal
Distribution Amount on such Distribution
Date), (viii) the aggregate Certificate
Balance of the Class M7 Certificates
(after taking into account the distribution
of the Class M7 Principal
Distribution Amount on such Distribution
Date), (ix) the aggregate Certificate
Balance of the Class M8 Certificates (after
taking into account the distribution
of the Class M8 Principal Distribution
Amount on such Distribution Date), (x)
the aggregate Certificate Balance of the
Class M9 Certificates (after taking
into account the distribution of the Class
M9 Principal Distribution Amount on
such Distribution Date), (xi) the aggregate
Certificate Balance of the Class B1
Certificates (after taking into account the
distribution of the Class B1
Principal Distribution Amount on such
Distribution Date), (xii) the aggregate
Certificate Balance of the Class B2
Certificates (after taking into account the
distribution of the Class B2 Principal
Distribution Amount on such Distribution
Date) and (xiii) the aggregate Certificate
Balance of the Class B3 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 the
Overcollateralization Floor Amount.
Class B4
Certificates: All Certificates bearing the Class designation of
"Class B4 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 B4
Principal Distribution Amount: With respect to any Distribution
Date, the excess of (x) the sum of (i) the
aggregate Certificate Balance of the
Senior Certificates (after taking into
account the distribution of the Senior
Principal Distribution Amount on such
Distribution Date), (ii) the aggregate
Certificate Balance of the Class M1
Certificates (after taking into account the
distribution of the Class M1 Principal
Distribution Amount on such
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<PAGE>
Distribution Date), (iii) the aggregate
Certificate Balance of the Class M2
Certificates (after taking into account the
distribution of the Class M2
Principal Distribution Amount on such
Distribution Date), (iv) the aggregate
Certificate Balance of the Class M3
Certificates (after taking into account the
distribution of the Class M3 Principal
Distribution Amount on such Distribution
Date), (v) the aggregate Certificate
Balance of the Class M4 Certificates (after
taking into account the distribution of the
Class M4 Principal Distribution
Amount on such Distribution Date), (vi) the
aggregate Certificate Balance of the
Class M5 Certificates (after taking into
account the distribution of the Class
M5 Principal Distribution Amount on such
Distribution Date), (vii) the aggregate
Certificate Balance of the Class M6
Certificates (after taking into account the
distribution of the Class M6 Principal
Distribution Amount on such Distribution
Date), (viii) the aggregate Certificate
Balance of the Class M7 Certificates
(after taking into account the distribution
of the Class M7 Principal
Distribution Amount on such Distribution
Date), (ix) the aggregate Certificate
Balance of the Class M8 Certificates (after
taking into account the distribution
of the Class M8 Principal Distribution
Amount on such Distribution Date), (x)
the aggregate Certificate Balance of the
Class M9 Certificates (after taking
into account the distribution of the Class
M9 Principal Distribution Amount on
such Distribution Date), (xi) the aggregate
Certificate Balance of the Class B1
Certificates (after taking into account the
distribution of the Class B1
Principal Distribution Amount on such
Distribution Date), (xii) the aggregate
Certificate Balance of the Class B2
Certificates (after taking into account the
distribution of the Class B2 Principal
Distribution Amount on such Distribution
Date), (xiii) the aggregate Certificate
Balance of the Class B3 Certificates
(after taking into account the distribution
of the Class B3 Principal
Distribution Amount on such Distribution
Date) and (xiii) the aggregate
Certificate Balance of the Class B4
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 96.70% 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 the
Overcollateralization Floor Amount.
Class C
Certificates: All Certificates bearing the Class designation of
"Class C Certificates" representing the
right to distributions as set forth
herein and therein and representing a
regular interest in REMIC IV for purposes
of the REMIC Provisions.
Class C
Interest: An uncertificated interest in the Trust Fund held by
the
Trustee on behalf of the holders of the
Class C Certificate and representing the
right to distributions as set forth herein
and evidencing (i) a regular interest
in REMIC 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 the Class IO Distribution
Amount.
Class
Certificate Balance: With respect to any Class and as to any date
of
determination, the aggregate of the
Certificate Balances of all Certificates of
such Class as of such date.
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<PAGE>
Class C
Distributable Amount: With respect to the Class C Interest and
any
Distribution Date, the sum of (i) the
interest accrued on such Class C Interest
at its Pass-Through Rate calculated on its
Notional Amount less the amount
(without duplication) of any Net WAC Rate
Carryover Payments paid pursuant to
Section 4.02(a)(iii) and less the amount
applied as an Extra Principal
Distribution Amount on such Distribution
Date, (ii) any amount of the REMIC III
Uncertificated Principal Balance of the
Class C Interest 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)(P)(1) and (2) and the Swap Account after
distributions in Section 4.02(e). With
respect to the Class C Certificate, 100%
of the amount distributed to the Class C
Interest.
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 SWAP-IO
Interest: An Uncertificated Accrued Interest in the Trust
Fund evidencing a regular interest in REMIC
III for purposes of the REMIC
Provisions.
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
Principal Distribution Amount: With respect to any Distribution
Date, the excess of (x) the sum of (i) the
aggregate Certificate Balance of the
Senior Certificates (after taking into
account the distribution of the Senior
Principal Distribution Amount on such
Distribution Date) and (ii) the aggregate
Certificate Balance of the Class M1
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 60.20% and (ii)
the aggregate Stated Principal Balance of
the 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 the
Overcollateralization Floor Amount.
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.
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<PAGE>
Class M2
Principal Distribution Amount: With respect to any Distribution
Date, the excess of (x) the sum of (i) the
aggregate Certificate Balance of the
Senior Certificates (after taking into
account the distribution of Senior
Principal Distribution Amount on such
Distribution Date), (ii) the aggregate
Certificate Balance of the Class M1
Certificates (after taking into account the
distribution of the Class M1 Principal
Distribution Amount on such Distribution
Date) and (iii) the aggregate Certificate
Balance of the Class M2 Certificates
immediately prior to such Distribution Date
over (y) the lesser of (A) the
product of (i) 67.00% 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 the
Overcollateralization Floor 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 M3
Principal Distribution Amount: With respect to any Distribution
Date, the excess of (x) the sum of (i) the
aggregate Certificate Balance of the
Senior Certificates (after taking into
account the distribution of the Senior
Principal Distribution Amount on such
Distribution Date), (ii) the aggregate
Certificate Balance of the Class M1
Certificates (after taking into account the
distribution of the Class M1 Principal
Distribution Amount on such Distribution
Date), (iii) the aggregate Certificate
Balance of the Class M2 Certificates
(after taking into account the distribution
of the Class M2 Principal
Distribution Amount on such Distribution
Date) and (iv) the Certificate Balance
of the Class M3 Certificates immediately
prior to such Distribution Date over
(y) the lesser of (A) the product of (i)
71.70% 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 the Overcollateralization
Floor 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.
25
<PAGE>
Class M4
Principal Distribution Amount: With respect to any Distribution
Date, the excess of (x) the sum of (i) the
aggregate Certificate Balance of the
Senior Certificates (after taking into
account the distribution of the Senior
Principal Distribution Amount on such
Distribution Date), (ii) the aggregate
Certificate Balance of the Class M1
Certificates (after taking into account the
distribution of the Class M1 Principal
Distribution Amount on such Distribution
Date), (iii) the aggregate Certificate
Balance of the Class M2 Certificates
(after taking into account the distribution
of the Class M2 Principal
Distribution Amount on such Distribution
Date), (iv) the aggregate Certificate
Balance of the Class M3 Certificates (after
taking into account the distribution
of the Class M3 Principal Distribution
Amount on such Distribution Date) and (v)
the aggregate Certificate Balance of the
Class M4 Certificates immediately prior
to such Distribution Date over (y) the
lesser of (A) the product of (i) 75.30%
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 the
Overcollateralization Floor Amount.
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: With respect to any Distribution
Date, the excess of (x) the sum of (i) the
aggregate Certificate Balance of the
Senior Certificates (after taking into
account the distribution of the Senior
Principal Distribution Amount on such
Distribution Date), (ii) the aggregate
Certificate Balance of the Class M1
Certificates (after taking into account the
distribution of the Class M1 Principal
Distribution Amount on such Distribution
Date), (iii) the aggregate Certificate
Balance of the Class M2 Certificates
(after taking into account the distribution
of the Class M2 Principal
Distribution Amount on such Distribution
Date), (iv) the aggregate Certificate
Balance of the Class M3 Certificates (after
taking into account the distribution
of the Class M3 Principal Distribution
Amount on such Distribution Date), (v)
the aggregate Certificate Balance of the
Class M4 Certificates (after taking
into account the distribution of the Class
M4 Principal Distribution Amount on
such Distribution Date) and (vi) the
aggregate Certificate Balance of the Class
M5 Certificates immediately prior to such
Distribution Date over (y) the lesser
of (A) the product of (i) 78.80% and (ii)
the aggregate Stated Principal Balance
of the 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
the Overcollateralization Floor Amount.
26
<PAGE>
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
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: With respect to any Distribution
Date, the excess of (x) the sum of (i) the
aggregate Certificate Balance of the
Senior Certificates (after taking into
account the distribution of the Senior
Principal Distribution Amount on such
Distribution Date), (ii) the aggregate
Certificate Balance of the Class M1
Certificates (after taking into account the
distribution of the Class M1 Principal
Distribution Amount on such Distribution
Date), (iii) the aggregate Certificate
Balance of the Class M2 Certificates
(after taking into account the distribution
of the Class M2 Principal
Distribution Amount on such Distribution
Date), (iv) the aggregate Certificate
Balance of the Class M3 Certificates (after
taking into account the distribution
of the Class M3 Principal Distribution
Amount on such Distribution Date), (v)
the aggregate Certificate Balance of the
Class M4 Certificates (after taking
into account the distribution of the Class
M4 Principal Distribution Amount on
such Distribution Date), (vi) the aggregate
Certificate Balance of the Class M5
Certificates (after taking into account the
distribution of the Class M5
Principal Distribution Amount on such
Distribution Date) and (vii) the aggregate
Certificate Balance of the Class M6
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 81.80% 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 the
Overcollateralization Floor Amount.
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: With respect to any Distribution
Date, the excess of (x) the sum of (i) the
aggregate Certificate Balance of the
Senior Certificates (after taking into
account the distribution of the Senior
Principal Distribution Amount on such
Distribution Date), (ii) the aggregate
Certificate Balance of the Class M1
Certificates (after taking into account the
distribution of the Class M1 Principal
Distribution Amount on such Distribution
Date), (iii) the aggregate Certificate
Balance of the Class M2 Certificates
(after taking into account the distribution
of the Class M2 Principal
Distribution Amount on such Distribution
Date), (iv) the aggregate Certificate
Balance of the Class M3 Certificates (after
taking into account the distribution
of the Class M3 Principal Distribution
Amount on such Distribution Date), (v)
the aggregate Certificate Balance of the
Class M4 Certificates (after taking
into account the distribution of the Class
M4 Principal Distribution Amount on
such
27
<PAGE>
Distribution Date), (vi) the aggregate
Certificate Balance of the Class M5
Certificates (after taking into account the
distribution of the Class M5
Principal Distribution Amount on such
Distribution Date), (vii) the aggregate
Certificate Balance of the Class M6
Certificates (after taking into account the
distribution of the Class M6 Principal
Distribution Amount on such Distribution
Date) and (viii) the aggregate Certificate
Balance of the Class M7 Certificates
immediately prior to such Distribution Date
over (y) the lesser of (A) the
product of (i) 84.80% 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 the
Overcollateralization Floor Amount.
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: With respect to any Distribution
Date, the excess of (x) the sum of (i) the
aggregate Certificate Balance of the
Senior Certificates (after taking into
account the distribution of the Senior
Principal Distribution Amount on such
Distribution Date), (ii) the aggregate
Certificate Balance of the Class M1
Certificates (after taking into account the
distribution of the Class M1 Principal
Distribution Amount on such Distribution
Date), (iii) the aggregate Certificate
Balance of the Class M2 Certificates
(after taking into account the distribution
of the Class M2 Principal
Distribution Amount on such Distribution
Date), (iv) the aggregate Certificate
Balance of the Class M3 Certificates (after
taking into account the distribution
of the Class M3 Principal Distribution
Amount on such Distribution Date), (v)
the aggregate Certificate Balance of the
Class M4 Certificates (after taking
into account the distribution of the Class
M4 Principal Distribution Amount on
such Distribution Date), (vi) the aggregate
Certificate Balance of the Class M5
Certificates (after taking into account the
distribution of the Class M5
Principal Distribution Amount on such
Distribution Date), (vii) the aggregate
Certificate Balance of the Class M6
Certificates (after taking into account the
distribution of the Class M6 Principal
Distribution Amount on such Distribution
Date), (viii) the aggregate Certificate
Balance of the Class M7 Certificates
(after taking into account the distribution
of the Class M7 Principal
Distribution Amount on such Distribution
Date) and (ix) the aggregate
Certificate Balance of the Class M8
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 87.10% 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
28
<PAGE>
unscheduled collections of principal
received during the related Prepayment
Period) minus the Overcollateralization
Floor Amount.
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.
Class M9 Principal Distribution
Amount: With respect to any Distribution
Date, the excess of (x) the sum of (i) the
aggregate Certificate Balance of the
Senior Certificates (after taking into
account the distribution of the Senior
Principal Distribution Amount on such
Distribution Date), (ii) the aggregate
Certificate Balance of the Class M1
Certificates (after taking into account the
distribution of the Class M1 Principal
Distribution Amount on such Distribution
Date), (iii) the aggregate Certificate
Balance of the Class M2 Certificates
(after taking into account the distribution
of the Class M2 Principal
Distribution Amount on such Distribution
Date), (iv) the aggregate Certificate
Balance of the Class M3 Certificates (after
taking into account the distribution
of the Class M3 Principal Distribution
Amount on such Distribution Date), (v)
the aggregate Certificate Balance of the
Class M4 Certificates (after taking
into account the distribution of the Class
M4 Principal Distribution Amount on
such Distribution Date), (vi) the aggregate
Certificate Balance of the Class M5
Certificates (after taking into account the
distribution of the Class M5
Principal Distribution Amount on such
Distribution Date), (vii) the aggregate
Certificate Balance of the Class M6
Certificates (after taking into account the
distribution of the Class M6 Principal
Distribution Amount on such Distribution
Date), (viii) the aggregate Certificate
Balance of the Class M7 Certificates
(after taking into account the distribution
of the Class M7 Principal
Distribution Amount on such Distribution
Date), (ix) the aggregate Certificate
Balance of the Class M8 Certificates (after
taking into account the distribution
of the Class M8 Principal Distribution
Amount on such Distribution Date) and (x)
the aggregate Certificate Balance of the
Class M9 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 the
Overcollateralization Floor Amount.
Class P
Certificates: All Certificates bearing the Class designation of
"Class P Certificates" representing the
right to distributions as set forth
herein and therein and representing a
regular interest in REMIC V for purposes
of the REMIC Provisions.
Class P
Interest: An uncertificated interest in the Trust Fund held by
the
Trustee on behalf of the holders of the
Class P Certificate representing the
right to distributions as set forth herein
and evidencing a regular interest in
REMIC III for purposes of the REMIC
Provisions.
29
<PAGE>
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 RX
Certificates: All Certificates bearing the Class designation of
"Class RX Certificates" and evidencing the
ownership of the "residual interest"
in each of REMIC IV and REMIC V for
purposes of the REMIC Provisions. The Class
RX Certificate represents the ownership of
the Class RX-IV Interest and the
Class RX-V 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 RX-IV
Interest: The residual interest in REMIC IV for purposes of the
REMIC Provisions.
Class RX-V Interest:
The residual interest in REMIC V for purposes of the
REMIC Provisions.
Closing Date:
November 18, 2005.
Code: The
Internal Revenue Code of 1986, including any successor or
amendatory provisions.
Collection
Account: As defined in Section 3.10.
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, 452 Fifth Avenue, New York,
New York 10018, or at such other address as
the Trustee may designate from time
to
30
<PAGE>
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, Sixth
Street and Marquette Avenue, Minneapolis,
Minnesota 55479, Attention: Corporate
Trust Services-Fremont 2005-D, (B) for
matters relating to the Custodial Files,
24 Executive Park, Suite 100, Irvine,
California 92614, Attention: Fremont
2005-D, and (C) for all other purposes,
9062 Old Annapolis Road, Columbia,
Maryland 21045 Attn: Client Manager-Fremont
2005-D, facsimile no. (410) 715-2380
and which is the address to which notices
to and correspondence with the Trust
Administrator should be directed.
Corresponding
Class: The Class of interests in one Trust REMIC created
under this Agreement that corresponds to
the Class of interests in the other
Trust REMIC or to a Class of Certificates
in the manner set out below:
<TABLE>
<CAPTION>
CORRESPONDING REMIC II CLASSES CORRESPONDING REMIC III
CLASSES
------------------------------
-------------------------------
<S>
<C>
LT1A1
Class 1-A-1 Certificates
LT2A1
Class 2-A-1 Certificates
LT2A2
Class 2-A-2 Certificates
LT2A3
Class 2-A-3 Certificates
LT2A4
Class 2-A-4 Certificates
LTM1
Class M1 Certificates
LTM2
Class M2 Certificates
LTM3
Class M3 Certificates
LTM4
Class M4 Certificates
LTM5
Class M5 Certificates
LTM6
Class M6 Certificates
LTM7
Class M7 Certificates
LTM8
Class M8 Certificates
LTM9
Class M9 Certificates
LTB1
Class B1 Certificates
LTB2
Class B2 Certificates
LTB3
Class B3 Certificates
</TABLE>
31
<PAGE>
<TABLE>
<S>
<C>
LTB4
Class B4 Certificates
LTP
Class P Interest
N/A
Class C Interest
LTIO
Class Swap-IO Interest
</TABLE>
With respect to the Class C Interest and
the Class P Interest, the Class C
Certificates and the Class P Certificates,
respectively.
Credit
Enhancement Percentage: With respect to any Distribution Date,
the
percentage obtained by dividing (x) the sum
of (i) the aggregate Class
Certificate Balance of the Subordinate
Certificates and (ii) the
Overcollateralized Amount (in each case
after taking into account the
distributions of the Principal Distribution
Amount for such Distribution Date)
by (y) the aggregate Stated Principal
Balance of the Mortgage Loans for such
Distribution 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 Interest 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 File:
With respect to each Mortgage Loan, the file retained by
the Trust Administrator consisting of items
(a) - (h) as listed on Exhibit K
hereto.
Cut-off Date:
With respect to each Mortgage Loan (other than a Substitute
Mortgage Loan), November 1, 2005. With
respect to all Substitute Mortgage Loans,
their respective dates of substitution.
References herein to the "Cut-off Date,"
when used with respect to more than one
Mortgage Loan, shall be to the
respective Cut-off Dates for such Mortgage
Loans.
Cut-off Date
Pool Principal Balance: The aggregate Stated Principal
Balances of all Mortgage Loans as of the
close of business on the Cut-off Date
(after giving effect to payments of
principal due on that date).
Data Tape
Information: The information provided by the Originator as of
the
Cut-off Date to the Depositor setting forth
the following information with
respect to each Mortgage Loan: (1) the
Originator's Mortgage Loan identifying
number; (2) the Mortgagor's name; (3) the
street address of the Mortgaged
Property including the city, state and zip
code; (4) a code indicating whether
the Mortgaged Property is owner-occupied, a
second home or investment property;
(5) the number and type of residential
units constituting the Mortgaged Property
(i.e., a single family residence, a 2-4
family residence, a unit in a
condominium project or a unit in a planned
unit development, manufactured
housing); (6) the original months to
maturity or the remaining months to
maturity from the Cut-off Date, in any case
based on the original amortization
schedule and, if different, the maturity
expressed in the same manner but based
on
32
<PAGE>
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.
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.
33
<PAGE>
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(d).
Delinquency
Rate: 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.
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.
Determination
Date: With respect to each Distribution Date, the 18th of the
calendar month in which such Distribution
Date occurs or, if such day is not a
Business Day, the immediately preceding
Business 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 "Wells
Fargo Bank, N.A. in trust for registered
holders of Fremont Home Loan Trust
2005-D Mortgage-Backed Certificates, Series
2005-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 25th 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, 2005.
Document
Certification and Exception Report: The report attached to
Exhibit
F hereto.
34
<PAGE>
DBRS: Dominion
Bond Rating Service. If DBRS is designated as a Rating
Agency in the Preliminary Statement, for
purposes of Section 10.05(b) the
address for notices to DBRS shall be
Dominion Bond Rating Service, Inc., 55
Broadway, 28th Floor, New York, New York
10006, Attention: RMBS Group, or such
other address as DBRS may hereafter furnish
to the Depositor, the Servicer, the
Master Servicer, the Trust Administrator,
the Swap Administrator and the
Trustee.
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 the
Distribution Date occurs and ending on the
first day of the calendar month in
which the Distribution Date occurs.
Eligible
Account: Either (i) an account maintained with a federal or
state
chartered depository institution or trust
company the short-term unsecured debt
obligations of which (or, in the case of a
depository institution or trust
company that is a subsidiary of a holding
company, the short-term unsecured debt
obligations of such holding company) are
rated A-1 by Standard & Poor's and P-1
by Moody's (and a comparable rating if
another Rating Agency is specified by the
Depositor by written notice to the
Servicer) at the time any amounts are held on
deposit therein, (ii) a trust account or
accounts maintained with a federal or
state chartered depository institution or
trust company acting in its fiduciary
capacity or (iii) any other account
acceptable to each Rating Agency. Eligible
Accounts may bear interest, and may
include, if otherwise qualified under this
definition, accounts maintained with the
Trustee.
ERISA: The
Employee Retirement Income Security Act of 1974, as amended.
ERISA-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.
35
<PAGE>
Excess Cashflow:
As to any Distribution Date, an amount equal to the excess
if any, of (i) the interest collected on
the Mortgage Loans received by the
Servicer on or prior to the related
Determination Date or advanced by the
Servicer for the related Remittance Date
(net of Expense Fees) over (ii) the sum
of the amounts payable to the Classes of
Certificates on such Distribution Date
pursuant to Section 4.02(a)(i).
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.
Expense Fee
Rate: As to each Mortgage Loan, a per annum rate equal to the
Servicing Fee Rate.
Expense Fees: As
to each Mortgage Loan, the Servicing Fee.
Extra Principal
Distribution Amount: As of any Distribution Date, the
lesser of (x) the Excess Cashflow for such
Distribution Date and (y) the related
Overcollateralization Deficiency 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.
Final Scheduled Distribution Date:
The Final Scheduled Distribution Date
for each Class of Certificates is the
Distribution Date occurring in November
2035.
Fixed Payer
Rate: The fixed rate payable with respect to each of the first
58 Distribution Dates, each such rate as
specified below:
<TABLE>
<CAPTION>
FROM
UNTIL THE DISTRIBUTION DATE ON FIXED RATE
----
------------------------------ ----------
<S>
<C>
<C>
18-Nov-05 25-Dec-05
4.4942%
25-Dec-05 25-Jan-06
4.4015%
25-Jan-06 25-Feb-06
5.0578%
25-Feb-06 25-Mar-06
4.4169%
25-Mar-06 25-Apr-06
4.7051%
25-Apr-06 25-May-06
4.9641%
25-May-06 25-Jun-06
5.3389%
25-Jun-06 25-Jul-06
4.8582%
</TABLE>
36
<PAGE>
<TABLE>
<CAPTION>
FROM
UNTIL THE DISTRIBUTION DATE ON FIXED RATE
----
------------------------------ ----------
<S>
<C>
<C>
25-Jul-06 25-Aug-06
5.1945%
25-Aug-06 25-Sep-06
5.2032%
25-Sep-06 25-Oct-06
5.0450%
25-Oct-06 25-Nov-06
5.5381%
25-Nov-06 25-Dec-06
4.8690%
25-Dec-06 25-Jan-07
5.0585%
25-Jan-07 25-Feb-07
5.3341%
25-Feb-07 25-Mar-07
4.6727%
25-Mar-07 25-Apr-07
4.9954%
25-Apr-07 25-May-07
4.9937%
25-May-07 25-Jun-07
5.1575%
25-Jun-07 25-Jul-07
4.9969%
25-Jul-07 25-Aug-07
5.4909%
25-Aug-07 25-Sep-07
4.8420%
25-Sep-07 25-Oct-07
5.0109%
25-Oct-07 25-Nov-07
5.3445%
25-Nov-07 25-Dec-07
5.0227%
25-Dec-07 25-Jan-08
5.0287%
25-Jan-08 25-Feb-08
5.1994%
25-Feb-08 25-Mar-08
4.8763%
25-Mar-08 25-Apr-08
5.2121%
25-Apr-08 25-May-08
5.3841%
25-May-08 25-Jun-08
4.8949%
25-Jun-08 25-Jul-08
5.0665%
25-Jul-08 25-Aug-08
5.2389%
25-Aug-08 25-Sep-08
5.2459%
25-Sep-08 25-Oct-08
5.4193%
25-Oct-08 25-Nov-08
4.9271%
25-Nov-08 25-Dec-08
5.2669%
25-Dec-08 25-Jan-09
5.2740%
25-Jan-09 25-Feb-09
5.1138%
25-Feb-09 25-Mar-09
4.7854%
25-Mar-09 25-Apr-09
5.6295%
25-Apr-09 25-May-09
4.9655%
25-May-09 25-Jun-09
5.1396%
25-Jun-09 25-Jul-09
5.4826%
25-Jul-09 25-Aug-09
4.9841%
25-Aug-09 25-Sep-09
5.3273%
25-Sep-09 25-Oct-09
5.3339%
25-Oct-09 25-Nov-09
5.1713%
25-Nov-09 25-Dec-09
5.6854%
25-Dec-09 25-Jan-10
4.8444%
</TABLE>
37
<PAGE>
<TABLE>
<CAPTION>
FROM
UNTIL THE DISTRIBUTION DATE ON FIXED RATE
----
------------------------------ ----------
<S>
<C>
<C>
25-Jan-10 25-Feb-10
5.3583%
25-Feb-10 25-Mar-10
4.8541%
25-Mar-10 25-Apr-10
5.5386%
25-Apr-10 25-May-10
5.0332%
25-May-10 25-Jun-10
5.3781%
25-Jun-10 25-Jul-10
5.3825%
25-Jul-10 25-Aug-10
5.2160%
25-Aug-10 25-Sep-10
5.7320%
</TABLE>
Formula Rate:
With respect to each Class of LIBOR Certificates, the related
Base Rate for such Class.
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: For 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 Principal
Remittance Amount for the Group 1
Mortgage Loans and the Group 2 Mortgage
Loans for such Distribution Date.
Group 1 Interest
Remittance Amount: With respect to any Distribution Date,
that portion of the 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 is a per annum
rate equal to (a) (x) the weighted average
of the Adjusted Net Mortgage Rates
then in effect at the beginning of the
related Due Period on the Group 1
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 Payment or Swap Termination
Payment, if any, made to the Swap
Provider (only if such Swap Termination
Payment is not due to a Swap Provider
Trigger Event (as defined in the Swap
Agreement)) 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 Trust and the
denominator of which is equal to the
aggregate Stated Principal Balance of the
Mortgage Loans, multiplied by 12,
multiplied by (b) a fraction, the numerator of
which shall be 30 and the denominator of
which shall be the actual number of
days
38
<PAGE>
in the related Interest Accrual Period. For
federal income tax purposes, for any
Distribution Date with respect to the REMIC
III Regular Interests the ownership
of which is represented by the Group 1
Senior Certificates, the economic
equivalent of such rate shall be expressed
as the weighted average (adjusted for
the actual number of days elapsed in the
related Interest Accrual Period) of the
Uncertificated REMIC II Pass-Through Rate
on REMIC II Regular Interest LT1GRP,
weighted on the basis of the Uncertificated
Balance of such REMIC II Regular
Interest.
Group 1
Principal Distribution Amount: With respect to any Distribution
Date is the sum of (i) the excess of (x)
the Principal Remittance Amount
relating to the Group 1 Mortgage Loans over
(y) the Overcollateralization
Release Amount multiplied by the Group 1
Allocation Percentage for such
Distribution Date and (ii) the Extra
Principal Distribution Amount for such
Distribution Date multiplied by the Group 1
Allocation Percentage.
Group 1 Senior
Certificates: The Class 1-A-1 Certificates.
Group 1 Senior
Principal Distribution Amount: An amount equal to the excess
of (x) the aggregate Certificate Balance of
the Class 1-A-1 Certificates
immediately prior to such Distribution Date
over (y) the lesser of (A) the
product of (i) 47.10% 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 unscheduled collections of
principal 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
unscheduled collections of principal
received during the related Prepayment
Period) minus $2,249,422.
Group 2
Allocation Percentage: For 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 Principal
Remittance Amount for the Group 1
Mortgage Loans and the Group 2 Mortgage
Loans for such Distribution Date.
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 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 Payment or Swap Termination
Payment, if any, made to the Swap
39
<PAGE>
Provider (only if such Swap Termination
Payment is not due to a Swap Provider
Trigger Event (as defined in the Swap
Agreement)) 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 Trust and the
denominator of which is equal to the
aggregate Stated Principal Balance of the
Mortgage Loans, multiplied by 12,
multiplied by (b) a fraction, the numerator of
which shall be 30 and the denominator of
which shall be the actual number of
days in the related Interest Accrual
Period. For federal income tax purposes,
for any Distribution Date with respect to
the REMIC III Regular Interests the
ownership of which is represented by the
Group 2 Senior Certificates, the
economic equivalent of such rate shall be
expressed as the weighted average
(adjusted for the actual number of days
elapsed in the related Interest Accrual
Period) of the Uncertificated REMIC II
Pass-Through Rate on REMIC II Regular
Interest LT2GRP, weighted on the basis of
the Uncertificated Balance of such
REMIC II Regular Interest.
Group 2
Principal Distribution Amount: With respect to any Distribution
Date is the sum of (i) the excess of (x)
the Principal Remittance Amount
relating to the Group 2 Mortgage Loans over
(y) the Overcollateralization
Release Amount multiplied by the Group 2
Allocation Percentage for such
Distribution Date and (ii) the Extra
Principal Distribution Amount for such
Distribution Date multiplied by the Group 2
Allocation Percentage.
Group 2 Senior
Certificates: The Class 2-A-1, Class 2-A-2, Class 2-A-3 and
Class 2-A-4 Certificates.
Group 2 Senior
Principal Distribution Amount: An amount equal to the excess
of (x) the aggregate Certificate Balance of
the Class 2-A Certificates
immediately prior to such Distribution Date
over (y) the lesser of (A) the
product of (i) 52.90% 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 unscheduled collections of
principal received during the related
Prepayment Period) and (B) the aggregate
Stated Principal Balance of the Group 2
Mortgage Loans as of the last day of the
related Due Period (after giving effect to
scheduled payments of principal due
during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal
received during the related Prepayment
Period) minus $3,427,062.
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(R) 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
40
<PAGE>
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.
Index: As to
each Adjustable Rate Mortgage Loan, the index from time to
time in effect for the adjustment of the
Mortgage Interest Rate set forth as
such on the related Mortgage Note.
Initial Mortgage
Interest Rate Cap: With respect to each Adjustable Rate
Mortgage Loan, the absolute maximum amount
set forth in a provision of each
Mortgage Note by which the Mortgage
Interest Rate therein may increase or
decrease on the first Adjustment Date above
or below the Mortgage Interest Rate
previously in effect.
Initial
Overcollateralization Amount: $17,082,553.45.
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: With respect to each Mortgage Loan, proceeds of
insurance policies insuring the Mortgage
Loan or the related Mortgaged Property.
Interest Accrual
Period: With respect to each Class of LIBOR Certificates
and any Distribution Date, the period
commencing on the Distribution Date
occurring in the month preceding the month
in which the current Distribution
Date occurs and ending on the day
immediately preceding the current Distribution
Date (or, in the case of the first
Distribution Date, the period from and
including the Closing Date to but excluding
such first Distribution Date). For
purposes of computing interest accruals on
each Class of LIBOR Certificates,
each Interest Accrual Period has the actual
number of days in such month and
each year is assumed to have 360 days. For
purposes of computing interest
accruals on the REMIC I Regular Interests
and REMIC II Regular Interests, the
Class C Interest and the Class C
Certificates each Interest Accrual Period will
be the prior calendar month, and each such
month is assumed to have 30 days and
each year is assumed to have 360 days.
Investment
Account: As defined in Section 3.12(a).
Issuer: Fremont
Home Loan Trust 2005-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 Interest Accrual Period for the LIBOR
Certificates, the rate determined by the
Trust Administrator on the related
LIBOR Determination Date on the basis of
the offered rate for one-month U.S.
dollar deposits as such rate appears on
Telerate Page 3750 as of 11:00 a.m.
(London time) on such date; provided, that
if such rate does not appear on
Telerate Page 3750, the rate for such date
will be determined on the basis of
the rates at which one-month
41
<PAGE>
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), 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
Determination Date: With respect to any Interest Accrual Period
for
the LIBOR Certificates, the second London
Business Day preceding the
commencement of such Interest Accrual
Period.
Lifetime Rate
Cap: The provision of each Mortgage Note related to an
Adjustable Rate Mortgage Loan which
provides for an absolute maximum Mortgage
Interest Rate thereunder. The Mortgage
Interest Rate during the terms of each
Adjustable Rate Mortgage Loan shall not at
any time exceed the Mortgage Interest
Rate at the time of origination of such
Adjustable Rate Mortgage Loan by more
than the amount per annum set forth on the
Mortgage Loan Schedule.
Liquidated
Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO
Property) which was liquidated in the
calendar month preceding the month of such
Distribution Date and as to which the
Servicer has certified (in accordance with
this Agreement) that it has received
all amounts it expects to receive in
connection with the liquidation of such
Mortgage Loan including the final
disposition of any REO Property.
Liquidation
Event: With respect to any Mortgage Loan, any of the following
events: (i) such Mortgage Loan is paid in
full; (ii) a Final Recovery
Determination is made as to such Mortgage
Loan; or (iii) such Mortgage Loan is
removed from coverage under this Agreement
by reason of its being purchased,
sold or replaced pursuant to or as
contemplated by this Agreement. With respect
to any REO Property, either of the
following events: (i) a Final Recovery
Determination is made as to such REO
Property; or (ii) such REO Property is
removed from coverage under this Agreement
by reason of its being purchased
pursuant to this Agreement.
Liquidation
Proceeds: The amounts, other than Insurance Proceeds,
Condemnation Proceeds or those received
following the acquisition of REO
Property, received in connection with the
liquidation of a defaulted Mortgage
Loan, whether through the sale or
assignment of such Mortgage Loan, trustee's
sale, foreclosure sale or otherwise.
Loan Group: The
Group 1 Mortgage Loans and the Group 2 Mortgage Loans, as
applicable.
Loan-to-Value
Ratio or LTV: With respect to any Mortgage Loan, the ratio
(expressed as a percentage) of the original
outstanding principal amount of the
Mortgage Loan (or, in the case of a
second-lien Mortgage Loan, the combined
original outstanding principal amount of
such Mortgage Loan and any first-lien
mortgage loan on the same Mortgaged
Property) as of the Cut-off Date (unless
otherwise indicated), to either (a) if the
Mortgage Loan was made to finance
42
<PAGE>
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 Class C Interest 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 REMIC II Regular Interest LT1A1,
REMIC II Regular Interest LT2A1, REMIC II
Regular Interest LT2A2, REMIC II
Regular Interest LT2A3, REMIC II Regular
Interest LT2A4, 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 LTB1, REMIC II Regular
Interest LTB2, REMIC II Regular Interest
LTB3, REMIC II Regular Interest LTB4
and REMIC II Regular Interest LTZZ, (i)
with the rate on each such REMIC II
Regular Interest (other than REMIC II
Regular Interest LTZZ) subject to a cap
equal to the lesser of (a) the Base Rate of
its Corresponding Class and (b) the
related 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 such REMIC II Regular Interest (other
than REMIC II Regular Interest LTZZ)
shall be multiplied by a fraction, the
numerator of which is the actual number
of days in the Interest Accrual Period and
the denominator of which is 30.
Master Servicer:
As of the Closing Date, Wells 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
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 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-
43
<PAGE>
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) REMIC II
Regular Interest LT1A1, REMIC II
Regular Interest LT2A1, REMIC II Regular
Interest LT2A2, REMIC II Regular
Interest LT2A3, REMIC II Regular Interest
LT2A4, 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
LTB1, REMIC II Regular Interest LTB2,
REMIC II Regular Interest LTB3 and REMIC II
Regular Interest LTB4, 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 for the
purposes 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 Uncertificated Accrued
Interest on REMIC II Regular Interest
LT1A1, REMIC II Regular Interest LT2A1,
REMIC II Regular Interest LT2A2, REMIC II
Regular Interest LT2A3, REMIC II
Regular Interest LT2A4, 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 LTB1, REMIC II
Regular Interest LTB2, REMIC II Regular
Interest LTB3 and REMIC II Regular Interest
LTB4 multiplied by a fraction, the
numerator of which is the actual number of
days in the Interest Accrual Period
and the denominator of which is 30.
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(R) System.
MERS Procedure
Manual: The MERS Procedures Manual, as it may be amended,
supplemented or otherwise modified from
time to time.
MERS(R) 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: Moody's
Investors Service, Inc. If Moody's 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
Moody's Investors Service, Inc., 99
Church Street, New York, New York
44
<PAGE>
10007, Attention: Residential Mortgage
Pass-Through Group, or such other address
as Moody's may hereafter furnish to the
Depositor, the Servicer, the Master
Servicer, the Trust Administrator and the
Trustee.
Mortgage: The
mortgage, deed of trust or other instrument identified on the
Mortgage Loan Schedule as securing a
Mortgage Note.
Mortgage File:
The items pertaining to a particular Mortgage Loan contained
in either the Servicing File or Custodial
File.
Mortgage
Interest Rate: The annual rate of interest borne on a Mortgage
Note with respect to each Mortgage
Loan.
Mortgage Loan:
An individual Mortgage Loan which is the subject of this
Agreement, each Mortgage Loan originally
sold and subject to this Agreement
being identified on 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;
45
<PAGE>
(viii) the date on which the first monthly payment was due on
the
Mortgage
Loan;
(ix) the stated maturity date of such Mortgage Loan;
(x) the amount of the monthly payment (a) at origination and (b)
due
on the first Due
Date after the Cut-off Date;
(xi) the last Due Date on which a monthly payment was actually
applied
to the unpaid
Stated Principal Balance;
(xii) the original principal amount of the Mortgage Loan as of
the
date of
origination;
(xiii) the Stated Principal Balance of the Mortgage Loan as of
the
close of
business on the Cut-off Date;
(xiv) with respect to each Adjustable Rate Mortgage Loan, the
Applicable Index
and Gross Margin;
(xv) a code indicating the purpose of the Mortgage Loan (i.e.,
purchase
financing, rate/term refinancing, cash-out refinancing);
(xvi) with respect to each Adjustable Rate Mortgage Loan, the
Maximum
Mortgage
Interest Rate;
(xvii) with respect to each Adjustable Rate Mortgage Loan, the
Minimum
Mortgage
Interest Rate;
(xviii) the Mortgage Interest Rate at origination;
(xix) with respect to each Adjustable Rate Mortgage Loan, the
Periodic
Mortgage
Interest Rate Cap and the Initial Mortgage Interest Rate Cap;
(xx) a code indicating the documentation program;
(xxi) with respect to each Adjustable Rate Mortgage Loan, the
first
Adjustment Date
immediately following the Cut-off Date and the Adjustment
Date
frequency;
(xxii) the value of the Mortgaged Property used to calculate the
LTV
for the related
Mortgage Loan;
(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;
46
<PAGE>
(xxvi) the number of years any Prepayment Premium is in effect;
(xxvii) the loan type (i.e. fixed, adjustable; 2/28, 3/27,
etc.);
(xxviii) the actual unpaid principal balance of the Mortgage Loan
as
of the Cut-off
Date;
(xxix) a code indicating whether such Mortgage Loan is a Group
1
Mortgage Loan or
a Group 2 Mortgage Loan;
(xxx) a code indicating whether the Mortgage Loan is a MERS
Designated
Mortgage Loan
and, if so, its corresponding mortgage identification number;
and
(xxxi) a code indicating whether the Mortgage Loan is subject to
a
Prepayment
Premium, if any.
The 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 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 Monthly
Excess Cash Flow: For any Distribution Date the amount
remaining for distribution pursuant to
subsection 4.02(a)(iii) (before giving
effect to distributions pursuant to such
subsection).
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 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.
47
<PAGE>
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.
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.
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 Trustee
pursuant to Sections 3.27(a) in the name
of the Trust Administrator for the benefit
of the Holders of Regular
Certificates and designated "Wells Fargo
Bank, N.A. in trust for registered
holders of Fremont Home Loan Trust 2005-D,
Mortgage-Backed Certificates, Series
2005-D." Funds in the Net WAC Rate
Carryover Reserve Account shall be held in
trust for the Holders of Regular
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 Trust:
Fremont NIM Trust 2005-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 business judgment of the
Servicer, will not or, in the case of a
proposed Servicing Advance, would not, be
ultimately recoverable from related
Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds or otherwise.
Notice of Final
Distribution: The notice to be provided pursuant to Section
9.02 to the effect that final distribution
on any of the Certificates shall be
made only upon presentation and surrender
thereof.
Notional Amount:
With respect to the Class C Interest and the Class C
Certificates, a notional amount equal to
the aggregate principal balance of the
REMIC II Regular Interests (other than
REMIC II Regular Interest LTP).
48
<PAGE>
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
and the Trust Administrator; provided, that
any Opinion of Counsel relating to
(a) qualification of any Trust REMIC as a
REMIC or (b) compliance with the REMIC
Provisions, must be (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 or Class RX Certificate.
Originator:
Fremont.
OTS: Office of
Thrift Supervision, and any successor thereto.
Outstanding:
With respect to the Certificates as of any date of
determination, all Certificates theretofore
executed and authenticated under
this Agreement except:
(i) Certificates theretofore canceled by the Trustee or the
Trust
Administrator or
delivered to the Trustee or the Trust Administrator for
cancellation;
and
(ii) Certificates in exchange for which or in lieu of which
other
Certificates
have been executed and delivered by the Trustee or the Trust
Administrator
pursuant to this Agreement.
Outstanding
Mortgage Loan: As of any Due Date, a Mortgage Loan with a
Stated Principal Balance greater than zero
which was not the subject of a
Principal Prepayment in Full prior to such
Due Date and which did not become a
Liquidated Mortgage Loan prior to such Due
Date.
Overcollateralized Amount: As of any Distribution Date, the excess,
if any,
of (a) the aggregate Stated Principal
Balance of the Mortgage Loans and REO
Properties for such Distribution Date over
(b) the aggregate of the Class
Certificate Balances of the Senior
Certificates, the Subordinate Certificates
and the Class P Certificate as of such
Distribution Date (after giving effect to
the payment of the Principal Remittance
Amount on such Certificates on such
Distribution Date).
49
<PAGE>
Overcollateralization Deficiency: With respect to any Distribution
Date,
the excess, if any, of (a) the
Overcollateralization Target Amount applicable to
such Distribution Date over (b) the
Overcollateralized Amount applicable to such
Distribution Date.
Overcollateralization Floor Amount: With respect to any
Distribution Date,
0.50% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the
Cut-off Date.
Overcollateralization Release Amount: With respect to any
Distribution
Date, an amount equal to the lesser of (a)
the Excess Overcollateralized Amount
and (b) the Excess Cashflow.
Overcollateralization Target Amount: With respect to any
Distribution Date
(i) prior to the Stepdown Date, an amount
equal to 1.65% of the Cut-off Date
Pool Principal Balance, (ii) on and after
the Stepdown Date provided a Trigger
Event is not in effect, an amount equal to
the greater of (A) 3.30% of 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) 0.50% of the aggregate
Cut-off Date Pool Principal Balance of
all of the Mortgage Loans and (iii) on or
after the Stepdown Date if a Trigger
Event is in effect, the
Overcollateralization Target Amount for the immediately
preceding Distribution Date.
Ownership
Interest: As to any Residual Certificate, any ownership
interest
in such Certificate including any interest
in such Certificate as the Holder
thereof and any other interest therein,
whether direct or indirect, legal or
beneficial.
P&I Advance:
As to any Mortgage Loan or REO Property, any advance made by
the Servicer in respect of any Remittance
Date representing the aggregate of all
payments of principal and interest, net of
the Servicing Fee, that were due
during the related Due Period on the
Mortgage Loans and that were delinquent on
the related Remittance Date, plus certain
amounts representing assumed payments
not covered by any current net income on
the Mortgaged Properties acquired by
foreclosure or deed in lieu of foreclosure
as determined pursuant to Section
4.01.
Pass-Through
Margin: With respect to each Class of LIBOR Certificates, the
following percentages:
<TABLE>
<CAPTION>
ON OR PRIOR TO OPTIONAL AFTER THE OPTIONAL
TERMINATION DATE
TERMINATION DATE
----------------------- ------------------
<S>
<C>
<C>
Class 1-A-1 Certificates
0.2600%
0.5200%
Class 2-A-1 Certificates
0.1000%
0.2000%
Class 2-A-2 Certificates
0.1700%
0.3400%
Class 2-A-3 Certificates
0.2500%
0.5000%
Class 2-A-4 Certificates
0.3400%
0.6800%
Class M1 Certificates
0.4100%
0.6150%
</TABLE>
50
<PAGE>
<TABLE>
<CAPTION>
ON OR PRIOR TO OPTIONAL AFTER THE OPTIONAL
TERMINATION DATE
TERMINATION DATE
----------------------- ------------------
<S>
<C>
<C>
Class M2 Certificates
0.4400%
0.6600%
Class M3 Certificates
0.4600%
0.6900%
Class M4 Certificates
0.5900%
0.8850%
Class M5 Certificates
0.6400%
0.9600%
Class M6 Certificates
0.6800%
1.0200%
Class M7 Certificates
1.5000%
2.2500%
Class M8 Certificates
1.8500%
2.2500%
Class M9 Certificates
2.2500%
3.3750%
Class B1 Certificates
2.2500%
3.3750%
Class B2 Certificates
2.2500%
3.3750%
Class B3 Certificates
2.2500%
3.3750%
Class B4 Certificates
2.2500%
3.3750%
</TABLE>
Pass-Through
Rate: For any Distribution Date and 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 related
Net WAC Rate in the case of any REMIC I
Regular Interest, the Uncertificated REMIC
I Pass-Through Rate and in the case
of any REMIC II Regular Interest, the
Uncertificated REMIC II Pass-Through Rate.
With respect to
the Class C Interest, 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 (U) below, and the
denominator of which is the aggregate of
the Uncertificated Principal Balances
of REMIC II Regular Interest LTAA, REMIC II
Regular Interest LT1A1, REMIC II
Regular Interest LT2A1, REMIC II Regular
Interest LT2A2, REMIC II Regular
Interest LT2A3, REMIC II Regular Interest
LT2A4, 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
LTB1, REMIC II Regular Interest LTB2,
REMIC II Regular Interest LTB3, REMIC II
Regular Interest LTB4 and REMIC II
Regular Interest LTZZ. For purposes of
calculating the Pass-Through Rate for the
Class C Interest, 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 Principal Balance of REMIC II
Regular
Interest LTAA;
(B) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LT1A1 minus the Marker Rate, applied to an
amount
equal to the Uncertificated Principal Balance of REMIC II
Regular
Interest LT1A1;
51
<PAGE>
(C) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LT2A1 minus the Marker Rate, applied to an
amount
equal to the Uncertificated Principal Balance of REMIC II
Regular
Interest LT2A1;
(D) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LT2A2 minus the Marker Rate, applied to an
amount
equal to the Uncertificated Principal Balance of REMIC II
Regular
Interest LT2A2;
(E) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LT2A3
minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC II
Regular
Interest LT2A3;
(F) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular
Interest LT2A4 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC II
Regular
Interest LT2A4;
(G) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular
Interest LTM1 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC II
Regular
Interest LTM1;
(H) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular
Interest LTM2 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC II
Regular
Interest LTM2;
(I) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular
Interest LTM3 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC II
Regular
Interest LTM3;
(J) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular
Interest LTM4 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC II
Regular
Interest LTM4;
(K) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular
Interest LTM5 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC II
Regular
Interest LTM5;
(L) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular
Interest LTM6 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC II
Regular
Interest LTM6;
(M) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular
Interest LTM7 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC II
Regular
Interest LTM7;
(N) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular
Interest LTM8 minus the Marker Rate, applied to an amount
equal to the Uncertificated Principal Balance of REMIC II
Regular
Interest LTM8;
52
<PAGE>
(O) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LTM9 minus the Marker Rate, applied to an
amount
equal to the Uncertificated Principal Balance of REMIC II
Regular
Interest LTM9;
(P) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LTB1 minus the Marker Rate, applied to an
amount
equal to the Uncertificated Principal Balance of REMIC II
Regular
Interest LTB1;
(Q) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LTB2 minus the Marker Rate, applied to an
amount
equal to the Uncertificated Principal Balance of REMIC II
Regular
Interest LTB2;
(R) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LTB3 minus the Marker Rate, applied to an
amount
equal to the Uncertificated Principal Balance of REMIC II
Regular
Interest LTB3;
(S) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LTB4 minus the Marker Rate, applied to an
amount
equal to the Uncertificated Principal Balance of REMIC II
Regular
Interest LTB4;
(T) 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 Principal Balance of REMIC II
Regular
Interest LTZZ; and
(U) 100% of the Interest on REMIC II Regular Interest LTP.
With respect to the Class C Certificates,
100% of the interest distributable on
the Class C Interest, expressed as a per
annum rate.
With respect to the Class SWAP-IO Interest,
the Class SWAP-IO Interest shall not
have a Pass-Through Rate, but interest for
such Regular Interest and each
Distribution Date shall be 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.
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Permitted
Investments: Any one or more of the following obligations or
securities acquired at a purchase price of
not greater than par, regardless of
whether issued by the Depositor, the
Servicer, the Master Servicer, the Trust
Administrator, the Trustee or any of their
respective Affiliates:
(i) direct obligations of, or obligations fully guaranteed as
to
timely payment
of principal and interest by, the United States or any
agency or
instrumentality thereof, provided such obligations are backed
by
the full faith
and credit of the United States;
(ii) demand and time deposits in, certificates of deposit of,
or
bankers'
acceptances (which shall each have an original maturity of not
more than 90
days and, in the case of bankers' acceptances, shall in no
event have an
original maturity of more than 365 days or a remaining
maturity of more
than 30 days) denominated in United States dollars and
issued by any
Depository Institution and rated P-1 by Moody's and A-1+ by
Standard &
Poor's;
(iii) repurchase obligations with respect to any security described
in
clause (i) above
entered into with a Depository Institution (acting as
principal);
(iv) securities bearing interest or sold at a discount that are
issued
by any
corporation incorporated under the laws of the United States of
America or any
state thereof and that are rated by each Rating Agency that
rates such
securities in its highest long-term unsecured rating categories
at the time of
such investment or contractual commitment providing for such
investment;
(v) commercial paper (including both non-interest-bearing
discount
obligations and
interest-bearing obligations payable on demand or on a
specified date
not more than 30 days after the date of acquisition thereof)
that is rated by
each Rating Agency that rates such securities in its
highest
short-term unsecured debt rating available at the time of such
investment;
(vi) units of money market funds, including money market funds
advised
or managed by
the Depositor, the Trustee or the Trust Administrator or an
Affiliate
thereof, that have been rated "Aaa" by Moody's and "AAAm" or
"AAAMG" by
Standard & Poor's; and
(vii) if previously confirmed in writing to the Trustee and the
Trust
Administrator,
any other demand, money market or time deposit, or any other
obligation,
security or investment, as may be acceptable to the Rating
Agencies as a
permitted investment of funds backing "Aaa" or "AAA" rated
securities;
provided, however, that no instrument
described hereunder shall evidence either
the right to receive (a) only interest with
respect to the obligations
underlying such instrument or (b) both
principal and interest payments derived
from obligations underlying such instrument
and the interest and principal
payments with respect to such instrument
provide a yield to maturity at par
greater than 120% of the yield to maturity
at par of the underlying obligations.
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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
Freddie Mac, a majority of its board
of directors is not selected by such
government unit.
Person: Any
individual, corporation, partnership, joint venture,
association, limited liability company,
joint-stock company, trust,
unincorporated organization or government,
or any agency or political
subdivision thereof.
Physical
Certificates: As specified in the Preliminary Statement.
Pool 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 1st day of the month in which such
Remittance Date occurs through the
15th 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 16th 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
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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 Remittance 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
Remittance Date occurs to and
including the 15th day of the month in
which such Remittance Date occurs, and
(b) with respect to Principal Prepayments
in part, the calendar month prior to
such Remittance Date.
