MORTGAGE LOAN PURCHASE AGREEMENT

Exhibit 4.2

FREMONT MORTGAGE SECURITIES CORPORATION,

as Purchaser

and

FREMONT INVESTMENT & LOAN,

as Originator

MORTGAGE LOAN PURCHASE AGREEMENT

Dated as of December 1, 2006

Fixed-Rate and Adjustable-Rate Mortgage Loans

Fremont Home Loan Trust 2006-E,
Mortgage-Backed Certificates, Series 2006-E

Table of Contents

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Exhibit A: Representations and Warranties Relating to the Mortgage Loans

Exhibit B: Appendix E of the Standard & Poor’s Glossary for File Format for LEVELS Ò Version 5.7

Schedule A: Mortgage Loan Schedule

     THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as of December 1, 2006 (the “Agreement”), is made and entered into between Fremont Investment & Loan (the “Originator” or “Fremont”) and Fremont Mortgage Securities Corporation (the “Purchaser”).

WITNESSETH

     WHEREAS, the Originator is the owner of the notes or other evidence of indebtedness (collectively, the “Mortgage Notes”) so indicated on Schedule A attached hereto and the other documents or instruments constituting the Mortgage File (collectively, the “Mortgage Loans”); and

     WHEREAS, the Originator, as of the date hereof, owns the mortgages (collectively, the “Mortgages”) on the properties (collectively, the “Mortgaged Properties”) securing the Mortgage Loans, including rights to (a) any property acquired by foreclosure or deed in lieu of foreclosure or otherwise and (b) the proceeds of any insurance policies covering such Mortgage Loans or the related Mortgaged Properties or the obligors on such Mortgage Loans; and

     WHEREAS, the parties hereto desire that the Originator sell the Mortgage Loans to the Purchaser pursuant to the terms of this Agreement; and

     WHEREAS, pursuant to the terms of that certain Pooling and Servicing Agreement dated as of December 1, 2006 (the “Pooling and Servicing Agreement”) among the Purchaser, as depositor, Fremont, as sponsor, originator and servicer, HSBC Bank USA, National Association, as trustee (the “Trustee”), Wells Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”), trust administrator (in such capacity, the “Trust Administrator”) and swap administrator (in such capacity, the “Swap Administrator”), the Purchaser will convey the Mortgage Loans to Fremont Home Loan Trust 2006-E (the “Trust”).

     NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND SCHEDULES

     Section 1.01. Definitions .

     Any capitalized term used but not defined herein and below shall have the meaning assigned thereto in the Pooling and Servicing Agreement.

ARTICLE II

SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

     Section 2.01. Sale of Mortgage Loans .

     The Originator, concurrently with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over, and otherwise convey to the Purchaser, without recourse,

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(i) all of its right, title and interest in and to each of the Mortgage Loans, including the related principal balance of such Mortgage Loan as of the Cut-off Date (the “Cut-off Date Principal Balance”) and interest and principal received on or with respect thereto after the Cut-off Date, other than such amounts which were due on the Mortgage Loans on or before the Cut-off Date; (ii) property which secured such Mortgage Loan and which has been acquired by foreclosure, deed in lieu of foreclosure or otherwise; (iii) its interest in any insurance policies in respect of the Mortgage Loans; and (iv) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid property.

     Section 2.02. Obligations of the Originator Upon Sale .

     In connection with the transfer pursuant to Section 2.01 hereof, the Originator further agrees, at its own expense, on or prior to the Closing Date or as otherwise indicated in this Section 2.02, (a) to indicate in its books, records and computer systems that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement, (b) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such Mortgage Loans specifying for each Mortgage Loan, as of the Cut-off Date, (i) its account number and (ii) the Cut-off Date Principal Balance and such file, which forms a part of Schedule I to the Pooling and Servicing Agreement, shall also be marked as Schedule A to this Agreement and is hereby incorporated into and made a part of this Agreement and (c) for each Mortgage Loan that is not a MERS Mortgage Loan, to execute an Assignment of Mortgage in blank for each Mortgage Loan.

     In connection with such conveyance by the Originator, the Originator shall on behalf of the Purchaser deliver to, and deposit with the Trust Administrator, as custodian on behalf of the Trustee, as assignee of the Purchaser, the Mortgage Files relating to the Mortgage Loans on or before the Closing Date in the manner set forth in Section 2.01 of the Pooling and Servicing Agreement.

     The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing or hereafter created, conveyed to it pursuant to Section 2.01 hereof.

     The parties hereto intend that the transaction set forth herein be a non-recourse sale by the Originator to the Purchaser of all of the Originator’s right, title and interest in and to the Mortgage Loans and other property described above. Nonetheless, in the event the transaction set forth herein is deemed not to be a sale, the Originator hereby grants to the Purchaser a security interest in all of the Originator’s right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Originator’s obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Originator and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.

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     Section 2.03. Payment of Purchase Price for the Mortgage Loans .

In consideration of the sale of the Mortgage Loans from the Originator to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Originator on the Closing Date by transfer of immediately available funds, an amount equal to $1,247,074,783.94 and to transfer to the Originator or its designee on the Closing Date the Class M10, Class C, Class P and Class R Certificates (collectively, the “Purchase Price”). The Originator shall pay, and be billed directly for, all reasonable expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the offering documents relating to the Certificates, fees and expenses of Purchaser’s counsel, fees of the rating agencies requested to rate the Certificates, accountant’s fees and expenses and the fees and expenses of the Trustee and the Trust Administrator and other out-of-pocket costs, if any.

ARTICLE III

REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH

     Section 3.01. Originator’s Representations and Warranties Relating to the Mortgage Loans .

     The Originator represents and warrants to the Purchaser the representations and warranties set forth in Exhibit A attached hereto with respect to each Mortgage Loan as of the Closing Date (or as of such date specifically provided therein).

     Section 3.02. Additional Originator’s Representations and Warranties .

     The Originator represents, warrants and covenants to the Purchaser as of the Closing Date (or as of such other date specifically provided herein) that:

     (a) The Originator is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state wherein it owns or leases any material properties or where a Mortgaged Property is located, if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Originator, and in any event the Originator is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan in accordance with the terms of this Agreement; the Originator has the full corporate power, authority and legal right to hold, transfer and convey the Mortgage Loans and to execute and deliver this Agreement and to perform its obligations hereunder; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Originator and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement and all agreements contemplated hereby have been duly executed and delivered and constitute the valid, legal, binding and enforceable obligations of the Originator, regardless of whether such enforcement is sought in a proceeding in equity or at law; and all requisite corporate action has been taken by the Originator to make this Agreement and all agreements contemplated hereby valid and binding upon the Originator in accordance with their terms;

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     (b) Neither the execution and delivery of this Agreement, the acquisition or origination of the Mortgage Loans by the Originator, the sale of the Mortgage Loans to the Purchaser, the consummation of the transactions contemplated hereby and by the Pooling and Servicing Agreement, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any of the terms, conditions or provisions of the Originator’s charter, by-laws or other organizational documents or any legal restriction or any agreement or instrument to which the Originator is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Originator or its property is subject, or result in the creation or imposition of any lien, charge or encumbrance that would have material adverse effect upon any of its properties pursuant to the terms of any mortgage, contract, deed of trust or other instrument, or impair the ability of the Purchaser to realize on the Mortgage Loans, impair the value of the Mortgage Loans, or impair the ability of the Purchaser to realize the full amount of any insurance benefits accruing pursuant to this Agreement;

     (c) The Originator does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. The Originator is solvent and the sale of the Mortgage Loans will not cause the Originator to become insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of Originator’s creditors;

     (d) Immediately prior to the delivery of each Mortgage Loan, the Originator was the owner of the related Mortgage and the indebtedness evidenced by the related Mortgage Note. In the event that the Originator retains record title, it shall retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser or its assignee as the owner thereof and only for the purpose of servicing and supervising the servicing of each such Mortgage Loan;

     (e) There is no action, suit, proceeding or investigation pending or, to the best of the Originator’s knowledge, threatened against the Originator, before any court, administrative agency or other tribunal (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) which, either in any one instance or in the aggregate, is likely to result in any material adverse change in the business, operations, financial condition, properties or assets of the Originator, or in any material impairment of the right or ability of the Originator to carry on its business substantially as now conducted, or in any material liability on the part of the Originator, or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Originator contemplated herein, or which would be likely to impair materially the ability of the Originator to perform under the terms of this Agreement, (iv) relating to fraud, or (v) relating to predatory lending, or the Originator’s origination, servicing or closing practices which is likely to result in any material adverse change in the business, operations, financial condition, properties or assets of the Originator.

     (f) No consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency is required for the execution, delivery and performance by the Originator of or compliance by the Originator with this Agreement or the

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Mortgage Loans, the delivery of a portion of the Mortgage Files to the Trustee or the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement, or if required, such approval has been obtained prior to the Closing Date;

     (g) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Originator, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Originator pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction;

     (h) Neither this Agreement nor any information, statement, tape, diskette, report, form, or other document furnished or to be furnished by the Originator pursuant to this Agreement or any Transaction Agreement or in connection with the transactions contemplated hereby contains or will contain any material untrue statement of fact;

     (i) The Originator, as Servicer, has the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans. The Originator is duly qualified, licensed, registered and otherwise authorized under all applicable federal, state and local laws, and regulations, and is in good standing to enforce, originate, sell mortgage loans, and service mortgage loans in each jurisdiction wherein the Mortgaged Properties are located;

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

     (k) The Mortgage Loans were not intentionally selected from among the outstanding one- to four-family mortgage loans in the Originator’s portfolio at the Closing Date as to which the representations and warranties set forth in Exhibit A could not be made;

     (l) The Originator has delivered to the Purchaser financial statements as to its last three complete fiscal years and any later quarter ended more than 60 days prior to the execution of this Agreement. All such financial statements fairly present the pertinent results of operations and changes in financial position for each of such periods and the financial position at the end of each such period of the Originator and its subsidiaries and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as set forth in the notes thereto or as required by the Originator’s regulator. There has been no change in the business, operations, financial condition, properties or assets of the Originator since the date of the Originator’s financial statements that would have a material adverse effect on its ability to perform its obligations under this Agreement;

     (m) The Originator has been advised by its independent certified public accountants that under generally accepted accounting principles the transfer of the Mortgage Loans may be treated as a sale on the books and records of the Originator and the Originator has determined that the disposition of the Mortgage Loans pursuant to this Agreement will be afforded sale treatment for tax and accounting purposes;

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     (n) The consideration received by the Originator upon the sale of the Mortgage Loans under this Agreement constitutes fair consideration and reasonably equivalent value for the Mortgage Loans;

     (o) The Originator’s decision to purchase or originate any mortgage loan or to deny any mortgage loan application is an independent decision based upon Originator’s underwriting guidelines, and is in no way made as a result of Purchaser’s decision to purchase, or not to purchase, or the price Purchaser may offer to pay for, any such mortgage loan, if originated;

     (p) The Originator makes the following additional representations and warranties:

     (i) This Agreement conforms to all statutory and regulatory requirements applicable to the Originator. This Agreement is (a) executed contemporaneously with the agreement reached by the Originator and the Purchaser, (b) approved by a specific corporate or banking association resolution by the board of directors of the Originator, which approval shall be reflected in the minutes of said board, and (c) continuously, from the time of its execution, an official record of the Originator;

     (ii) This Agreement has been duly and validly authorized by a specific corporate or banking association resolution by the board of directors of the Originator. A copy of such resolution, certified by the corporate secretary of the Originator or attested to by a vice president or higher officer of the Originator has been provided to the Purchaser; and

     (iii) The Originator will maintain a copy of this Agreement in its official books and records.

     Section 3.03. Remedies for Breach of Representations and Warranties .

     It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser and the Trustee, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Originator or as to which the Originator has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the Mortgage Loan or Loans, or the interest therein of the Purchaser or the Purchaser’s assignee, designee or transferee, then notwithstanding such lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty. Upon discovery by the Originator, the Servicer, the Master Servicer, the Trust Administrator, the Trustee or the Purchaser of a breach of any of the foregoing representations and warranties that materially and adversely affects the value of any Mortgage Loan or the interest of the Purchaser or the Trustee (or which materially and adversely affects the value of a Mortgage Loan or the interests of the Purchaser or the Trustee in such Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan) (it being understood that a breach of the

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representations and warranties set forth in clauses I(ss), I(tt), I(uu), I(ww), I(bbb), I(jjj), I(lll) and II of Exhibit A attached hereto will be deemed to materially and adversely affect the value of any Mortgage Loan or the interest of the Purchaser or the Trustee), the party discovering such breach shall give prompt written notice to the other parties.

     Within 60 days of the earlier of either discovery by or notice to the Originator of any breach of a representation or warranty that materially and adversely affects the value of a Mortgage Loan or the interest of the Purchaser or the Trustee in such Mortgage Loan, the Originator shall use its best efforts promptly to cure such breach in all material respects. If such breach is not so cured, the Originator shall, (i) if such 60-day period expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund and substitute in its place a Qualified Substitute Mortgage Loan or Loans, in the manner and subject to the conditions set forth in this Section and the Pooling and Servicing Agreement; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee at the Purchase Price in the manner set forth in this Section and in the Pooling and Servicing Agreement; provided, however , that any such substitution pursuant to (i) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of an Opinion of Counsel required by Section 2.04 of the Pooling and Servicing Agreement, if any. The Originator shall promptly reimburse the Trustee, the Master Servicer and the Trust Administrator for any actual out-of-pocket expenses reasonably incurred by the Trustee, the Master Servicer and the Trust Administrator in respect of enforcing the remedies for such breach.

     At the time of substitution or repurchase of any deficient Mortgage Loan, the Purchaser and Originator shall arrange for the reassignment of the deficient or repurchased Mortgage Loan to the Originator, including delivery to the Trustee of a Request for Release substantially relating to the Deleted Mortgage Loan, and the delivery to the Originator of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account, the Originator shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement and, if applicable, the substitution of the applicable Qualified Substitute Mortgage Loan or Loans.

     If pursuant to this Section 3.03 the Originator repurchases or substitutes a Mortgage Loan that is a MERS Mortgage Loan, the Originator shall, at the Originator’s expense, either (i) cause MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Originator and shall cause such Mortgage to be removed from registration on the MERS ^® System in accordance with MERS’ rules and regulations or (ii) cause MERS to designate on the MERS ^® System the Originator as the beneficial holder of such Mortgage Loan.

     As to any Deleted Mortgage Loan for which the Originator substitutes a Qualified Substitute Mortgage Loan or Loans, the Originator shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage File and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. No substitution is permitted to be made in any calendar month after the Determination Date for such month.

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     The amount, if any, by which (x) the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than (y) the sum of the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after application of the scheduled principal portion of the monthly payments due in the month of substitution) (the “Substitution Adjustment Amount”) plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Deleted Mortgage Loans shall be deposited in the Collection Account by the Originator on or before the Business Day immediately preceding the Distribution Date in the month succeeding the calendar month during which the Originator became obligated hereunder to repurchase or replace the related Mortgage Loan. Upon any such substitution and the deposit to the Collection Account of any required Substitution Adjustment Amount, the Trustee or the custodian, as applicable, shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan and shall execute and deliver at the Originator’s direction such instruments of transfer or assignment prepared by the Originator, in each case without recourse, as shall be necessary to transfer title to the Originator, or its designee, of the Trustee’s interest in any Deleted Mortgage Loan substituted pursuant to this Section 3.03. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Originator shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Subsections 3.01 and 3.02 hereof.

     One or more mortgage loans may be substituted for one or more Deleted Mortgage Loans, provided, however, that any such substitution shall not be effected prior to the delivery to the Trustee and the Trust Administrator of an Opinion of Counsel required by Section 2.04 of the Pooling and Servicing Agreement, if any. The determination of whether a mortgage loan is a Qualified Substitute Mortgage Loan may be satisfied on an individual basis. Alternatively, if more than one mortgage loan is to be substituted for one or more Deleted Mortgage Loans, the characteristics of such mortgage loans and Deleted Mortgage Loans shall be aggregated or calculated on a weighted average basis, as applicable, in determining whether such mortgage loans are Qualified Substitute Mortgage Loans.

     In the event that the Originator shall have repurchased a Mortgage Loan, the Purchase Price therefor shall be deposited in the Collection Account on or before the Business Day immediately preceding the Distribution Date in the month following the month during which the Originator became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Purchase Price and receipt of a Request for Release in the form of Exhibit J to the Pooling and Servicing Agreement, the Trustee or the custodian, as applicable, shall release the related Mortgage File held for the benefit of the Certificateholders to the Originator or its designee, and the Trustee shall execute and deliver at such Person’s direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, as shall be necessary to transfer title to the Originator or its designee of the Trustee’s interest in such Mortgage Loan.

     It is understood and agreed that the representations and warranties set forth in Section 3.01 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser.

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     It is understood and agreed that the obligations of the Originator set forth in this Section 3.03 to cure, repurchase or substitute for a defective Mortgage Loan and to indemnify the Purchaser as provided in Section 5.01 constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in 3.01.

ARTICLE IV

ORIGINATOR’S COVENANTS

     Section 4.01. Covenants of the Originator .

     The Originator hereby covenants that except for the transfer hereunder, it will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Mortgage Loan, or any interest therein; it will notify the Trustee, as assignee of the Purchaser, of the existence of any Lien on any Mortgage Loan immediately upon discovery thereof; and it will defend the right, title and interest of the Trustee, as assignee of the Purchaser, in, to and under the Mortgage Loans, against all claims of third parties claiming through or under the Originator; provided, however, that nothing in this Section 4.01 shall prevent or be deemed to prohibit the Originator from suffering to exist upon any of the Mortgage Loans any Liens for municipal or other local taxes and other governmental charges if such taxes or governmental charges shall not at the time be due and payable or if the Originator shall currently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto.

ARTICLE V

INDEMNIFICATION WITH RESPECT TO THE MORTGAGE LOANS

     Section 5.01. Indemnification .

     (a) The Originator agrees to indemnify and to hold the Purchaser, each of its officers and directors and each person or entity who controls the Purchaser or such person, the Trustee and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser or any such person or entity and any Certificateholder may sustain in any way (i) related to the failure of the Originator to perform its duties in compliance with the terms of this Agreement, (ii) arising from a breach by the Originator of its representations and warranties in Section 3.01 or (iii) related to the origination or prior servicing of the Mortgage Loans by reason of any acts, omissions, or alleged acts or omissions of the Originator or any servicer. The Originator shall promptly notify the Purchaser and the Trustee if a claim is made by a third party with respect to this Agreement. The Originator shall assume the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Purchaser or any such person or entity and/or the Trustee or any Certificateholder in respect of such claim.

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ARTICLE VI

TERMINATION

     Section 6.01. Termination .

     The respective obligations and responsibilities of the Originator and the Purchaser created hereby shall terminate, except for the Originator’s indemnity obligations as provided herein, upon the termination of the Trust as provided in Article IX of the Pooling and Servicing Agreement.

ARTICLE VII

MISCELLANEOUS PROVISIONS

     Section 7.01. Amendment .

     This Agreement may be amended from time to time by the Originator and the Purchaser by written agreement signed by the parties hereto.

     Section 7.02. Governing Law .

     This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its material conflict of laws rules (except for Section 5-1401 of the General Obligations Law which shall apply hereto), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

     Section 7.03. Notices .

     All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, addressed as follows:

if to the Originator:

Fremont Investment & Loan
2727 East Imperial Highway
Brea, California 92821
Attention: Senior Vice President — Finance

with a copy to:

Fremont General Corporation
2425 Olympic Boulevard
Santa Monica, California 90404
Attention: General Counsel

or such other address as may hereafter be furnished to the Purchaser in writing by the Originator.

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if to the Purchaser:

Fremont Mortgage Securities Corporation
2727 East Imperial Highway
Brea, California 92821
Attention: Senior Vice President — Treasurer

with a copy to:

Fremont General Corporation
2425 Olympic Boulevard
Santa Monica, California 90404
Attention: General Counsel

or such other address as may hereafter be furnished to Fremont in writing by the Purchaser.

     Section 7.04. Severability of Provisions .

     If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be held invalid for any reason whatsoever, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

     Section 7.05. Counterparts .

     This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, which may be transmitted by telecopier each of which, when so executed, shall be deemed to be an original and such counterparts, together, shall constitute one and the same agreement.

     Section 7.06. Further Agreements .

     The parties hereto each agree to execute and deliver to the other such additional documents, instruments or agreements as may be necessary or reasonable and appropriate to effectuate the purposes of this Agreement or in connection with the issuance of any Series of Certificates representing interests in the Mortgage Loans.

     Without limiting the generality of the foregoing, as a further inducement for the Purchaser to purchase the Mortgage Loans from the Originator, the Originator will cooperate with the Purchaser in connection with the sale of any of the securities representing interests in the Mortgage Loans. In that connection, the Originator will provide to the Purchaser any and all information and appropriate verification of information, whether through letters of its auditors and counsel or otherwise, as the Purchaser shall reasonably request and will provide to the Purchaser such additional representations and warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Originator as are reasonably required in connection with such transactions and the offering of investment grade securities rated by the Rating Agencies.

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     Without limiting the foregoing, the Originator agrees to deliver to the Purchaser the following documents and opinions in connection with the issuance of the Fremont Home Loan Trust 2006-E, Mortgage-Backed Certificates, Series 2006-E (the “Certificates”) on or before the Closing Date:

      • one or more opinions of counsel addressed to the Purchaser, and to any Person designated by the Purchaser, in a form reasonably acceptable to the Purchaser, from counsel to the Originator as to due incorporation and good standing, due authorization, execution and delivery by Fremont of related agreements for which Fremont is a signatory; the enforceability of such documents by Fremont; and other corporate matters;

      • an opinion of counsel to the Originator, addressed to the Purchaser, and to any Person designated by the Purchaser, in a form acceptable to the Purchaser, addressing the characterization of the transfer of the Mortgage Loans from the Originator to the Purchaser;

      • an indemnification agreement executed by and among Fremont, Goldman, Sachs & Co., Barclays Capital Inc., Deutsche Bank Securities Inc., Greenwich Capital Markets, Inc., Keefe, Bruyette and Woods and Lehman Brothers Inc. (collectively, the “Underwriters”) for losses as a result of material misstatements and omissions in the information provided by or on behalf of the parties thereto and their affiliates for inclusion in the prospectus supplement or any other offering document relating to the Certificates; and

      • a statement rendered by counsel for Fremont to the Purchaser and the Underwriters as to the lack of material misstatements and omissions in the information provided by Fremont for inclusion in the prospectus supplement or any other offering document relating to the Certificates.

     In addition, the Originator shall sign the certification for the benefit of Wells Fargo Bank, N.A., relating to the Form 10-K relating to the Trust to be filed on or before March 31, 2007. The Originator shall execute the Pooling and Servicing Agreement in its capacity as originator and servicer and will make the representations and warranties set forth in Sections 3.01 and 3.02 herein to the Trustee in the Pooling and Servicing Agreement.

     Section 7.07. Intention of the Parties .

     It is the intention of the parties that the Purchaser is purchasing, and the Originator is selling, the Mortgage Loans rather than pledging such Mortgage Loans to secure a loan by the Purchaser to the Originator. Accordingly, the parties hereto each intend to treat the transaction as a sale by the Originator, and a purchase by the Purchaser, of the Mortgage Loans. The Purchaser will have the right to review the Mortgage Loans and the related Mortgage Files to determine the characteristics of the Mortgage Loans which will affect the federal income tax consequences of owning the Mortgage Loans and the Originator will cooperate with all reasonable requests made by the Purchaser in the course of such review.

Fremont 2006-E
Mortgage Loan Purchase Agreement

     Section 7.08. Successors and Assigns: Assignment of Purchase Agreement .

     This Agreement shall bind and inure to the benefit of and be enforceable by the Originator, the Purchaser and the Trustee. The obligations of the Originator under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser which consent shall be at the Purchaser’s sole discretion, except that the Purchaser acknowledges and agrees that the Originator may assign its obligations hereunder to any Person into which the Originator is merged or any corporation resulting from any merger, conversion or consolidation to which the Originator is a party or any Person succeeding to the business of the Originator. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them to a trust that will issue a Series of Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Originator acknowledges and consents to the assignment by the Purchaser directly or indirectly through an affiliate to the Trustee of all of the Purchaser’s rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

     Section 7.09. Survival .

     The representations and warranties set forth in Sections 3.01 and 3.02 and the provisions of Article V hereof shall survive the purchase of the Mortgage Loans hereunder.

     Section 7.10. Third Party Beneficiaries .

     The Trustee and the Trust Administrator are the intended third-party beneficiaries of this Agreement.

     Section 7.11. Confidentiality .

     The parties hereto understand and agree that personal information relating to the borrowers under the Mortgage Loans subject of this Agreement, including, names, addresses, social security numbers and/or other identifying information (collectively, the “Borrower Informatio