POOLING AND SERVICING AGREEMENT

FREMONT MORTGAGE SECURITIES CORPORATION,

as Depositor,

FREMONT INVESTMENT & LOAN,

as Originator and Servicer,

WELLS FARGO BANK, N.A.,

as Master Servicer and Trust Administrator,

and

HSBC BANK USA, NATIONAL ASSOCIATION,

as Trustee

POOLING AND SERVICING AGREEMENT

Dated as of [                      , 200__]

FREMONT HOME LOAN TRUST [200_-__]

MORTGAGE-BACKED CERTIFICATES,

SERIES [200_-___]

TABLE OF CONTENTS

     THIS POOLING AND SERVICING AGREEMENT, dated as of [                      , 200___], 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 and trust administrator (the “ Master Servicer ” and “ Trust Administrator ” in such capacities, respectively), and HSBC BANK USA, NATIONAL ASSOCIATION, as trustee (the “ Trustee ”),

W I T N E S S E T H :

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

PRELIMINARY STATEMENT

     The Issuing Entity intends to sell pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund created hereunder. The Certificates will consist of twenty-three 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-A, Class B2-B, Class B2-C and Class B2-D 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 and REMIC IV 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 Yield Maintenance Agreements, 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 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.

REMIC II

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

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

possible maturity date” for each Class of Certificates or REMIC II Uncertificated Regular Interest, each of which represents one or more of the “regular interests” in REMIC II.

REMIC III

     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 III.” The Class RX-III Interest represents the sole class of “residual interests” in REMIC III 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 III created hereunder:

REMIC IV

     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 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 and initial Class Certificate Balance for the Class P Certificates that represents a “regular interest” in REMIC IV created hereunder:

     As of the Cut-off Date, the Group 1 Mortgage Loans had an aggregate Stated Principal Balance equal to $968,752,452.57 and the Group 2 Mortgage Loans had an aggregate Stated Principal Balance equal to $1,227,241,443.30.

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

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

ARTICLE I
ARTICLE II DEFINITIONS

     Section 2.01. 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, any Escrow Account or the Net WAC Rate Carryover Reserve Account. Each Account shall be an Eligible Account.

      Additional Disclosure Notification : As defined in Section 4.08(a) hereof.

      Additional Form 10-D Disclosure : As defined in Section 4.08(a) hereof.

      Additional Form 10-K Disclosure : As defined in Section 4.09(a) .

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

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

      Adjustment Date : As to any 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 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 or the Trustee (or co-trustee) 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 II 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.

      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