MORTGAGE LOAN PURCHASE AGREEMENT

Mortgage Loan Purchase Agreement

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Fremont Home Loan Trust 2 | FREMONT MORTGAGE SECURITIES CORPORATION

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Title: MORTGAGE LOAN PURCHASE AGREEMENT
Governing Law: New York Date: 12/5/2005

MORTGAGE LOAN PURCHASE AGREEMENT, Parties: fremont home loan trust 2 , fremont mortgage securities corporation

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Exhibit 4.2

FREMONT MORTGAGE SECURITIES CORPORATION,

as Purchaser

and

FREMONT INVESTMENT & LOAN,

as Originator

MORTGAGE LOAN PURCHASE AGREEMENT

Dated as of November 1, 2005

Fixed-Rate and Adjustable-Rate Mortgage Loans

Fremont Home Loan Trust 2005-D,

Mortgage-Backed Certificates, Series 2005-D

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TABLE OF CONTENTS

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PAGE

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ARTICLE I DEFINITIONS AND SCHEDULES

Section 1.01. Definitions.................................................................. 1

ARTICLE II SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

Section 2.01. Sale of Mortgage Loans....................................................... 2

Section 2.02. Obligations of the Originator Upon Sale...................................... 2

Section 2.03. Payment of Purchase Price for the Mortgage Loans............................. 3

ARTICLE III REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH

Section 3.01. Originator's Representations and Warranties Relating to the Mortgage Loans... 3

Section 3.02. Additional Originator's Representations and Warranties....................... 3

Section 3.03. Remedies for Breach of Representations and Warranties........................ 6

ARTICLE IV ORIGINATOR'S COVENANTS

Section 4.01. Covenants of the Originator.................................................. 9

ARTICLE V INDEMNIFICATION WITH RESPECT TO THE MORTGAGE LOANS

Section 5.01. Indemnification.............................................................. 10

ARTICLE VI TERMINATION

Section 6.01. Termination.................................................................. 10

ARTICLE VII MISCELLANEOUS PROVISIONS

Section 7.01. Amendment.................................................................... 10

Section 7.02. Governing Law................................................................ 10

Section 7.03. Notices...................................................................... 11

Section 7.02. Severability of Provisions................................................... 11

Section 7.05. Counterparts................................................................. 12

Section 7.06. Further Agreements........................................................... 12

Section 7.07. Intention of the Parties..................................................... 13

Section 7.08. Successors and Assigns: Assignment of Purchase Agreement..................... 13

Section 7.09. Survival..................................................................... 14

Section 7.10. Third Party Beneficiaries.................................................... 14

Section 7.11. Confidentiality.............................................................. 14

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Fremont 2005-D

Mortgage Loan Purchase Agreement

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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(R) Version 5.6c Revised

Schedule A: Mortgage Loan Schedule

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THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as of November 1, 2005 (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 November 1, 2005 (the "Pooling and Servicing Agreement")

among the Purchaser, as depositor, Fremont, as 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, the Purchaser will convey the Mortgage Loans to Fremont Home Loan

Trust 2005-D (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.

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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, (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

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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.

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 the gross proceeds received from the sale of the Offered Certificates and the

Class B4 Certificates and to transfer to the Originator or its designee on the

Closing Date the Class C, P, R and RX 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

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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;

(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;

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

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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 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;

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(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;

(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.

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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 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

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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(R) System in accordance with MERS' rules and regulations or (ii) cause MERS

to designate on the MERS(R) 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.

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

<PAGE>

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.

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 Section

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

<PAGE>

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.

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.

<PAGE>

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.

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.

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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.

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 2005-D, Mortgage-Backed Certificates, Series

2005-D (the "Certificates") on or before the Closing Date:

1. 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;

2. 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

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the characterization of the transfer of the Mortgage Loans from the

Originator to the Purchaser;

3. an indemnification agreement executed by and among Fremont,

Barclays Capital Inc., Bear, Stearns & Co., Credit Suisse First Boston LLC,

Goldman, Sachs & Co., Greenwich Capital Markets, Inc., and UBS Securities

LLC (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

4. 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, 2006. 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 th

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