POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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FREMONT MORTGAGE SECURITIES CORPORATION | HSBC BANK USA, NATIONAL ASSOCIATION | WELLS FARGO BANK, NA

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: Delaware Date: 12/20/2006

Exhibit 4.1

FREMONT MORTGAGE SECURITIES CORPORATION,

as Depositor,

FREMONT INVESTMENT & LOAN,

as Sponsor, Originator and Servicer,

WELLS FARGO BANK, N.A.,

as Master Servicer, Trust Administrator and Swap Administrator,

and

HSBC BANK USA, NATIONAL ASSOCIATION,

as Trustee

POOLING AND SERVICING AGREEMENT

Dated as of December 1, 2006

FREMONT HOME LOAN TRUST 2006-E

MORTGAGE-BACKED CERTIFICATES,
SERIES 2006-E

TABLE OF CONTENTS


		Page

ARTICLE I DEFINITIONS			10

Section 1.01.	Definitions		10

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES			71

Section 2.01.	Conveyance of Mortgage Loans		71
Section 2.02.	Acceptance by the Trustee or Trust Administrator of the Mortgage Loans		75
Section 2.03.	Representations, Warranties and Covenants of the Originator and the Servicer		77
Section 2.04.	Delivery of Opinion of Counsel in Connection with Substitution; Non-Qualified Mortgages		79
Section 2.05.	Execution and Delivery of Certificates		80
Section 2.06.	Representations and Warranties of the Depositor		80
Section 2.07.	Representations, Warranties and Covenants of the Servicer, the Originator and the Master Servicer		82

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS			87

Section 3.01.	Servicer to Service Mortgage Loans		87
Section 3.02.	Subservicing Agreements between the Servicer and Subservicers		89
Section 3.03.	Successor Subservicers		90
Section 3.04.	Liability of the Servicer		90
Section 3.05.	No Contractual Relationship between Subservicers and the Trustee, Master Servicer, Swap Administrator, Trust Administrator, the NIM Insurer or Certificateholder		91
Section 3.06.	Assumption or Termination of Subservicing Agreements by Master Servicer, Trustee or Trust Administrator		91
Section 3.07.	Collection of Certain Mortgage Loan Payments		91
Section 3.08.	Subservicing Accounts		93
Section 3.09.	Collection of Taxes, Assessments and Similar Items; Escrow Accounts		93
Section 3.10.	Collection Account		94
Section 3.11.	Withdrawals from the Collection Account and Distribution Account		95
Section 3.12.	Investment of Funds in the Collection Account and the Distribution Account		97
Section 3.13.	Maintenance of Hazard Insurance, Errors and Omissions and Fidelity Coverage		99
Section 3.14.	Enforcement of Due-on-Sale Clauses; Assumption Agreements		100
Section 3.15.	Realization upon Defaulted Mortgage Loans		101
Section 3.16.	Release of Mortgage Files		103
Section 3.17.	Title, Conservation and Disposition of REO Property		104
Section 3.18.	Notification of Adjustments		105
Section 3.19.	Access to Certain Documentation and Information Regarding the Mortgage Loans		106

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		Page

Section 3.20.	Documents, Records and Funds in Possession of the Servicer to Be Held for the Trustee		106
Section 3.21.	Servicing Compensation		107
Section 3.22.	Annual Statement as to Compliance		107
Section 3.23.	Report on Assessment of Compliance and Attestation		108
Section 3.24.	Master Servicer to Act as Servicer		109
Section 3.25.	Compensating Interest		110
Section 3.26.	Credit Reporting; Gramm-Leach-Bliley Act		110
Section 3.27.	Net WAC Rate Carryover Reserve Account; Distribution Account; Swap Account; Interest Coverage Account		110
Section 3.28.	Optional Purchase of Delinquent Mortgage Loans		114
Section 3.29.	REMIC-Related Covenants		115
Section 3A.01	Master Servicer		115
Section 3A.02	REMIC-Related Covenants		116
Section 3A.03	Monitoring of Servicer		116
Section 3A.04	Fidelity Bond		117
Section 3A.05	Power to Act; Procedures		117
Section 3A.06	Due-on-Sale Clauses; Assumption Agreements		118
Section 3A.07	Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee		118
Section 3A.08	[RESERVED]		119
Section 3A.09	Compensation for the Master Servicer		119
Section 3A.10	[RESERVED]		119
Section 3A.11	[RESERVED]		119
Section 3A.12	Obligation of the Master Servicer in Respect of Prepayment Interest Shortfalls		119

ARTICLE IV DISTRIBUTIONS AND ADVANCES BY THE SERVICER			119

Section 4.01.	Advances		119
Section 4.02.	Priorities of Distribution		121
Section 4.03.	Monthly Statements to Certificateholders		130
Section 4.04.	Certain Matters Relating to the Determination of LIBOR		134
Section 4.05.	Allocation of Realized Loss Amounts		134
Section 4.06.	Compliance with Withholding Requirements		135
Section 4.07.	Commission Reporting		135
Section 4.08.	REMIC Distributions and Allocation of Losses		143

ARTICLE V THE CERTIFICATES			148

Section 5.01.	The Certificates		148
Section 5.02.	Certificate Register; Registration of Transfer and Exchange of Certificates		149
Section 5.03.	Mutilated, Destroyed, Lost or Stolen Certificates		154
Section 5.04.	Persons Deemed Owners		155
Section 5.05.	Access to List of Certificateholders’ Names and Addresses		155
Section 5.06.	Maintenance of Office or Agency		155

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		Page

ARTICLE VI THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SWAP ADMINISTRATOR AND THE SERVICER			156

Section 6.01.	Respective Liabilities of the Depositor, the Originator, the Master Servicer, the Swap Administrator and the Servicer		156
Section 6.02.	Merger or Consolidation of the Depositor, the Originator, the Master Servicer, the Swap Administrator or the Servicer		156
Section 6.03.	Limitation on Liability of the Depositor, the Originator, the Master Servicer, the Swap Administrator, the Trust Administrator, the Servicer and Others		156
Section 6.04.	Limitation on Resignation of the Servicer		157
Section 6.05.	Additional Indemnification by the Servicer; Third Party Claims		158
Section 6.06.	Rights of the Depositor, the Master Servicer, the Swap Administrator, the Trust Administrator and the Trustee in Respect of the Servicer		158
Section 6.07.	Limitation on Resignation of the Master Servicer		159
Section 6.08.	Assignment of Master Servicing		159

ARTICLE VII DEFAULT			160

Section 7.01.	Events of Default		160
Section 7.02.	Master Servicer to Act; Appointment of Successor		166
Section 7.03.	Notification to Certificateholders		167

ARTICLE VIII CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR			168

Section 8.01.	Duties of the Trustee and Trust Administrator		168
Section 8.02.	Certain Matters Affecting the Trustee and the Trust Administrator		169
Section 8.03.	Neither the Trustee Nor the Trust Administrator Liable for Certificates or Mortgage Loans		171
Section 8.04.	Trustee and Trust Administrator May Own Certificates		171
Section 8.05.	Fees and Expenses of the Trustee and Trust Administrator		172
Section 8.06.	Eligibility Requirements for the Trustee and Trust Administrator		173
Section 8.07.	Resignation and Removal of the Trustee or Trust Administrator		173
Section 8.08.	Successor Trustee or Trust Administrator		174
Section 8.09.	Merger or Consolidation of the Trustee or the Trust Administrator		175
Section 8.10.	Appointment of Co-Trustee or Separate Trustee .		175
Section 8.11.	Representations and Warranties of the Trustee, Trust Administrator and Swap Administrator		176

ARTICLE IX TERMINATION			178

Section 9.01.	Termination upon Liquidation or Purchase of the Mortgage Loans		178
Section 9.02.	Final Distribution on the Certificates		178
Section 9.03.	Additional Termination Requirements		180

ARTICLE X MISCELLANEOUS PROVISIONS			180

Section 10.01.	Amendment		180

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iii


		Page

Section 10.02.	Recordation of Agreement; Counterparts		182
Section 10.03.	Governing Law		183
Section 10.04.	Intention of Parties		183
Section 10.05.	Notices		183
Section 10.06.	Severability of Provisions		184
Section 10.07.	Assignment; Sales; Advance Facilities		185
Section 10.08.	Limitation on Rights of Certificateholders		186
Section 10.09.	Inspection and Audit Rights		187
Section 10.10.	Certificates Nonassessable and Fully Paid		187
Section 10.11.	Waiver of Jury Trial		188
Section 10.12.	Benefit of Agreement		188

ARTICLE XI REMIC PROVISIONS			189

Section 11.01.	REMIC Administration		189
Section 11.02.	Prohibited Transactions and Activities		192
Section 11.03.	Indemnification		193
Section 11.04.	Rights of the NIM Insurer		193
Section 11.05.	Third-Party Beneficiaries		194

	SCHEDULES

Schedule I	Mortgage Loan Schedule

Schedule II	Reserved

Schedule III	Reserved

Schedule IV	Representations and Warranties of Fremont Investment & Loan as to the Mortgage Loans

	EXHIBITS

Exhibit A	Form of Class A and Class M

Exhibit B	Form of Class P Certificate

Exhibit C	Form of Class R Certificate

Exhibit D	Form of Class C Certificate

Exhibit E	Form of Initial Certification of Trust Administrator

Exhibit F	Form of Document Certification and Exception Report of Trust Administrator

Exhibit G	Form of Residual Transfer Affidavit and Agreement

Exhibit H	Form of Transferor Certificate

Exhibit I	Form of Rule 144A Letter

Exhibit J	Form of Request for Release

Exhibit K	Form of Contents for Each Mortgage File

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Exhibit L		Power of Attorney

Exhibit M		Form of Trust Administrator Certification

Exhibit N		[Reserved]

Exhibit O		Purchase Agreement

Exhibit P		Standard & Poor’s LEVELS® Glossary

Exhibit Q		Form of Calculation of Realized Loss

Exhibit R		Form of Additional Disclosure Notification

Exhibit S		Relevant Servicing Criteria

Exhibit T		Form 10-D, Form 8-K and Form 10-K Reporting Responsibility

Fremont 2006-E
Pooling & Servicing Agreement

THIS POOLING AND SERVICING AGREEMENT, dated as of December 1, 2006, among FREMONT MORTGAGE SECURITIES CORP., as depositor (the " Depositor "), FREMONT INVESTMENT & LOAN, as originator, sponsor and servicer (the " Originator ," " Sponsor " and the " Servicer ", as applicable; and together " Fremont "), and WELLS FARGO BANK, N.A., as master servicer, trust administrator and swap administrator (the " Master Servicer ", the " Trust Administrator " and the " Swap Administrator " in such capacities, respectively), and HSBC BANK USA, NATIONAL ASSOCIATION, as trustee (the " Trustee "),

W I T N E S S E T H :

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

PRELIMINARY STATEMENT

The Issuing Entity intends to sell pass-through certificates (collectively, the " Certificates "), to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund created hereunder. The Certificates will consist of eighteen Classes of Certificates, designated as (i) the Class 1-A1 Certificates, (ii) the Class 2-A1, Class 2-A2, Class 2-A3 and Class 2-A4 Certificates, (iii) the Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8, Class M9 and Class M10 Certificates, (iv) the Class C Certificates, (v) the Class P Certificates and (vi) the Class R Certificates. The descriptions of REMIC I, REMIC II, and REMIC III that follow are part of the Preliminary Statement. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections described below.

REMIC I

As provided herein, the Trust Administrator will make an election to treat the assets of the Trust Fund, other than the Swap Agreement, the Swap Account, the Net WAC Rate Carryover Reserve Account, the Interest Coverage Account, any Net WAC Rate Carryover Amounts and any Servicer Prepayment Payment Amounts as a real estate mortgage investment conduit (a " REMIC ") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Interest will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. Interest on all Classes of REMIC I Regular Interests will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Balance, and solely for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I Interests. None of the REMIC I Regular Interests shall be certificated.

Fremont 2006-E
Pooling & Servicing Agreement


	Initial Uncertificated		Uncertificated REMIC I	Latest Possible
Designation	Balance		Pass-Through Rate	Maturity Date ⁽¹⁾
I	$	62,004,010.74	Variable (2)	January 2037
I-1-A	$	2,532,280.00	Variable (2)	January 2037
I-1-B	$	2,532,280.00	Variable (2)	January 2037
I-2-A	$	2,532,280.00	Variable (2)	January 2037
I-2-B	$	2,532,280.00	Variable (2)	January 2037
I-3-A	$	2,532,280.00	Variable (2)	January 2037
I-3-B	$	2,532,280.00	Variable (2)	January 2037
I-4-A	$	9,060,962.50	Variable (2)	January 2037
I-4-B	$	9,060,962.50	Variable (2)	January 2037
I-5-A	$	10,120,527.50	Variable (2)	January 2037
I-5-B	$	10,120,527.50	Variable (2)	January 2037
I-6-A	$	11,151,472.50	Variable (2)	January 2037
I-6-B	$	11,151,472.50	Variable (2)	January 2037
I-7-A	$	12,147,862.50	Variable (2)	January 2037
I-7-B	$	12,147,862.50	Variable (2)	January 2037
I-8-A	$	13,103,670.00	Variable (2)	January 2037
I-8-B	$	13,103,670.00	Variable (2)	January 2037
I-9-A	$	14,011,341.25	Variable (2)	January 2037
I-9-B	$	14,011,341.25	Variable (2)	January 2037
I-10-A	$	14,754,361.25	Variable (2)	January 2037
I-10-B	$	14,754,361.25	Variable (2)	January 2037
I-11-A	$	15,218,935.00	Variable (2)	January 2037
I-11-B	$	15,218,935.00	Variable (2)	January 2037
I-12-A	$	14,988,482.50	Variable (2)	January 2037
I-12-B	$	14,988,482.50	Variable (2)	January 2037
I-13-A	$	14,564,302.50	Variable (2)	January 2037
I-13-B	$	14,564,302.50	Variable (2)	January 2037
I-14-A	$	14,152,212.50	Variable (2)	January 2037
I-14-B	$	14,152,212.50	Variable (2)	January 2037
I-15-A	$	13,751,870.00	Variable (2)	January 2037
I-15-B	$	13,751,870.00	Variable (2)	January 2037
I-16-A	$	13,362,936.25	Variable (2)	January 2037
I-16-B	$	13,362,936.25	Variable (2)	January 2037
I-17-A	$	12,987,213.75	Variable (2)	January 2037
I-17-B	$	12,987,213.75	Variable (2)	January 2037
I-18-A	$	12,626,313.75	Variable (2)	January 2037
I-18-B	$	12,626,313.75	Variable (2)	January 2037
I-19-A	$	12,298,221.25	Variable (2)	January 2037
I-19-B	$	12,298,221.25	Variable (2)	January 2037

Fremont 2006-E
Pooling & Servicing Agreement


	Initial Uncertificated		Uncertificated REMIC I	Latest Possible
Designation	Balance		Pass-Through Rate	Maturity Date ⁽¹⁾
I-20-A	$	13,041,637.50	Variable (2)	January 2037
I-20-B	$	13,041,637.50	Variable (2)	January 2037
I-21-A	$	14,996,973.75	Variable (2)	January 2037
I-21-B	$	14,996,973.75	Variable (2)	January 2037
I-22-A	$	19,913,216.25	Variable (2)	January 2037
I-22-B	$	19,913,216.25	Variable (2)	January 2037
I-23-A	$	212,976,712.50	Variable (2)	January 2037
I-23-B	$	212,976,712.50	Variable (2)	January 2037
I-24-A	$	5,201,268.75	Variable (2)	January 2037
I-24-B	$	5,201,268.75	Variable (2)	January 2037
I-25-A	$	4,940,800.00	Variable (2)	January 2037
I-25-B	$	4,940,800.00	Variable (2)	January 2037
I-26-A	$	4,641,731.25	Variable (2)	January 2037
I-26-B	$	4,641,731.25	Variable (2)	January 2037
I-27-A	$	4,084,681.25	Variable (2)	January 2037
I-27-B	$	4,084,681.25	Variable (2)	January 2037
I-28-A	$	3,095,018.75	Variable (2)	January 2037
I-28-B	$	3,095,018.75	Variable (2)	January 2037
I-29-A	$	3,007,451.25	Variable (2)	January 2037
I-29-B	$	3,007,451.25	Variable (2)	January 2037
I-30-A	$	2,922,493.75	Variable (2)	January 2037
I-30-B	$	2,922,493.75	Variable (2)	January 2037
I-31-A	$	2,840,067.50	Variable (2)	January 2037
I-31-B	$	2,840,067.50	Variable (2)	January 2037
I-32-A	$	2,760,088.75	Variable (2)	January 2037
I-32-B	$	2,760,088.75	Variable (2)	January 2037
I-33-A	$	2,682,483.75	Variable (2)	January 2037
I-33-B	$	2,682,483.75	Variable (2)	January 2037
I-34-A	$	2,607,175.00	Variable (2)	January 2037
I-34-B	$	2,607,175.00	Variable (2)	January 2037
I-35-A	$	31,782,298.75	Variable (2)	January 2037
I-35-B	$	31,782,298.75	Variable (2)	January 2037
I-36-A	$	1,423,603.75	Variable (2)	January 2037
I-36-B	$	1,423,603.75	Variable (2)	January 2037
I-37-A	$	1,391,672.50	Variable (2)	January 2037
I-37-B	$	1,391,672.50	Variable (2)	January 2037
I-38-A	$	1,360,460.00	Variable (2)	January 2037
I-38-B	$	1,360,460.00	Variable (2)	January 2037
I-39-A	$	1,329,950.00	Variable (2)	January 2037

Fremont 2006-E
Pooling & Servicing Agreement


	Initial Uncertificated		Uncertificated REMIC I	Latest Possible
Designation	Balance		Pass-Through Rate	Maturity Date ⁽¹⁾
I-39-B	$	1,329,950.00	Variable (2)	January 2037
I-40-A	$	1,300,127.50	Variable (2)	January 2037
I-40-B	$	1,300,127.50	Variable (2)	January 2037
I-41-A	$	1,270,977.50	Variable (2)	January 2037
I-41-B	$	1,270,977.50	Variable (2)	January 2037
I-42-A	$	1,242,481.25	Variable (2)	January 2037
I-42-B	$	1,242,481.25	Variable (2)	January 2037
I-43-A	$	1,214,628.75	Variable (2)	January 2037
I-43-B	$	1,214,628.75	Variable (2)	January 2037
I-44-A	$	1,187,400.00	Variable (2)	January 2037
I-44-B	$	1,187,400.00	Variable (2)	January 2037
I-45-A	$	1,160,786.25	Variable (2)	January 2037
I-45-B	$	1,160,786.25	Variable (2)	January 2037
I-46-A	$	1,134,770.00	Variable (2)	January 2037
I-46-B	$	1,134,770.00	Variable (2)	January 2037
I-47-A	$	1,109,337.50	Variable (2)	January 2037
I-47-B	$	1,109,337.50	Variable (2)	January 2037
I-48-A	$	1,084,477.50	Variable (2)	January 2037
I-48-B	$	1,084,477.50	Variable (2)	January 2037
I-49-A	$	1,060,175.00	Variable (2)	January 2037
I-49-B	$	1,060,175.00	Variable (2)	January 2037
I-50-A	$	1,036,418.75	Variable (2)	January 2037
I-50-B	$	1,036,418.75	Variable (2)	January 2037
I-51-A	$	1,013,197.50	Variable (2)	January 2037
I-51-B	$	1,013,197.50	Variable (2)	January 2037
I-52-A	$	990,496.25	Variable (2)	January 2037
I-52-B	$	990,496.25	Variable (2)	January 2037
I-53-A	$	968,303.75	Variable (2)	January 2037
I-53-B	$	968,303.75	Variable (2)	January 2037
I-54-A	$	946,611.25	Variable (2)	January 2037
I-54-B	$	946,611.25	Variable (2)	January 2037
I-55-A	$	925,403.75	Variable (2)	January 2037
I-55-B	$	925,403.75	Variable (2)	January 2037
I-56-A	$	904,673.75	Variable (2)	January 2037
I-56-B	$	904,673.75	Variable (2)	January 2037
I-57-A	$	884,406.25	Variable (2)	January 2037
I-57-B	$	884,406.25	Variable (2)	January 2037
I-58-A	$	864,595.00	Variable (2)	January 2037
I-58-B	$	864,595.00	Variable (2)	January 2037

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Pooling & Servicing Agreement


	Initial Uncertificated		Uncertificated REMIC I	Latest Possible
Designation	Balance		Pass-Through Rate	Maturity Date ⁽¹⁾
I-59-A	$	1,356,290.00	Variable (2)	January 2037
I-59-B	$	1,356,290.00	Variable (2)	January 2037
I-60-A	$	808,083.75	Variable (2)	January 2037
I-60-B	$	808,083.75	Variable (2)	January 2037
I-61-A	$	790,222.50	Variable (2)	January 2037
I-61-B	$	790,222.50	Variable (2)	January 2037
I-62-A	$	772,751.25	Variable (2)	January 2037
I-62-B	$	772,751.25	Variable (2)	January 2037
I-63-A	$	755,666.25	Variable (2)	January 2037
I-63-B	$	755,666.25	Variable (2)	January 2037
I-64-A	$	738,953.75	Variable (2)	January 2037
I-64-B	$	738,953.75	Variable (2)	January 2037
I-65-A	$	722,608.75	Variable (2)	January 2037
I-65-B	$	722,608.75	Variable (2)	January 2037
I-66-A	$	706,622.50	Variable (2)	January 2037
I-66-B	$	706,622.50	Variable (2)	January 2037
I-67-A	$	690,986.25	Variable (2)	January 2037
I-67-B	$	690,986.25	Variable (2)	January 2037
I-68-A	$	675,695.00	Variable (2)	January 2037
I-68-B	$	675,695.00	Variable (2)	January 2037
I-69-A	$	660,737.50	Variable (2)	January 2037
I-69-B	$	660,737.50	Variable (2)	January 2037
I-70-A	$	646,108.75	Variable (2)	January 2037
I-70-B	$	646,108.75	Variable (2)	January 2037
I-71-A	$	631,802.50	Variable (2)	January 2037
I-71-B	$	631,802.50	Variable (2)	January 2037
I-72-A	$	27,527,893.75	Variable (2)	January 2037
I-72-B	$	27,527,893.75	Variable (2)	January 2037


⁽¹⁾		For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the "latest possible maturity date" for each REMIC I Regular Interest.

⁽²⁾		Calculated in accordance with the definition of "Uncertificated REMIC I Pass-Through Rate" herein.

Fremont 2006-E
Pooling & Servicing Agreement

REMIC II

As provided herein, the Trust Administrator shall elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC II." The Class R-II Interest shall evidence the sole Class of "residual interests" in REMIC II for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Uncertificated REMIC II Pass-Through Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC II Regular Interests (as defined herein). None of the REMIC II Regular Interests shall be certificated.


				Uncertificated
	Initial Uncertificated			REMIC II Pass-	Latest Possible
Designation	Balance			Through Rate	Maturity Date (1)
LTAA	$	1,257,698,592.53		Variable ⁽²⁾	January 2037
LT1-A1	$	4,682,890.00		Variable ⁽²⁾	January 2037
LT2-A1	$	2,615,730.00		Variable ⁽²⁾	January 2037
LT2-A2	$	971,020.00		Variable ⁽²⁾	January 2037
LT2-A3	$	938,880.00		Variable ⁽²⁾	January 2037
LT2-A4	$	442,390.00		Variable ⁽²⁾	January 2037
LTM1	$	603,180.00		Variable ⁽²⁾	January 2037
LTM2	$	616,020.00		Variable ⁽²⁾	January 2037
LTM3	$	205,330.00		Variable ⁽²⁾	January 2037
LTM4	$	301,590.00		Variable ⁽²⁾	January 2037
LTM5	$	224,590.00		Variable ⁽²⁾	January 2037
LTM6	$	160,420.00		Variable ⁽²⁾	January 2037
LTM7	$	160,430.00		Variable ⁽²⁾	January 2037
LTM8	$	115,500.00		Variable ⁽²⁾	January 2037
LTM9	$	186,090.00		Variable ⁽²⁾	January 2037
LTM10	$	224,590.00		Variable ⁽²⁾	January 2037
LTZZ	$	13,218,668.21		Variable ⁽²⁾	January 2037
LTIO	N/A		⁽³⁾	Variable ⁽²⁾	January 2037
LTP	$	100.00		Variable ⁽²⁾	January 2037


(1)		For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the "latest possible maturity date" for each REMIC II Regular Interest.

(2)		Calculated in accordance with the definition of "Uncertificated REMIC II Pass-Through Rate" herein.

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

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REMIC III

As provided herein, the Trust Administrator shall make an election to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC III." The Class R-III Interest represents the sole Class of "residual interests" in REMIC III for purposes of the REMIC Provisions. Interest on each Class listed below (other than the Class M10 Certificates, Class C Certificate or Class P Certificate) will be calculated on the basis of the actual number of days in the related Accrual Period and a 360-day year. Interest on the Class M10 Certificates and the Class C Certificate 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, Pass-Through Rate and initial Class Certificate Balance or the REMIC III Uncertificated Balance for each Class of REMIC III Regular Interests comprising the "Regular Interests" in REMIC III for purposes of the REMIC provisions:


	Initial Class
	Certificate Balance
	or Initial REMIC
	III Uncertificated			Pass-Through			Assumed Final
Class	Balance			Interest Rate			Maturity Dates ⁽¹⁾
1-A1	$	468,289,000			(2	)	January 2037
2-A1	$	261,573,000			(2	)	January 2037
2-A2	$	97,102,000			(2	)	January 2037
2-A3	$	93,888,000			(2	)	January 2037
2-A4	$	44,239,000			(2	)	January 2037
M1	$	60,318,000			(2	)	January 2037
M2	$	61,602,000			(2	)	January 2037
M3	$	20,533,000			(2	)	January 2037
M4	$	30,159,000			(2	)	January 2037
M5	$	22,459,000			(2	)	January 2037
M6	$	16,042,000			(2	)	January 2037
M7	$	16,043,000			(2	)	January 2037
M8	$	11,550,000			(2	)	January 2037
M9	$	18,609,000			(2	)	January 2037
M10	$	22,459,000			(2	)	January 2037
C			(3)		(3	)	January 2037
P	$	100			(4	)	January 2037
Class SWAP-IO
Interest	N/A		⁽⁵⁾	N/A		⁽⁵⁾	January 2037

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(1)		Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the "latest possible maturity date" for each REMIC III Regular Interest, each of which represents one or more of the "regular interests" in REMIC III.

(2)		A variable rate (or, with respect to the Class M10 REMIC III Regular Interest, a fixed rate) calculated in accordance with the definition of "Pass-Through Rate" herein. For purposes of the REMIC Provisions, with respect to each REMIC III Regular Interest, each reference to a Net WAC Rate in the applicable Pass-Through Rate shall be deemed to be a reference to the REMIC III Net WAC Rate; therefore, on any Distribution Date on which the Pass-Through Rate for a Class of Certificates exceeds the REMIC III Net WAC Rate, interest accruals based on such excess shall be treated as having been paid from the related Net WAC Rate Carryover Reserve Account or the Swap Account, as applicable. On any Distribution Date on which the Pass-Through Rate on a Class of Certificates is based on the applicable Net WAC Rate, the amount of interest that would have accrued on such Class of Certificates if the REMIC III Net WAC Rate were substituted for the applicable Net WAC Rate shall be treated as having been paid by the related Class of Certificates to the Swap Account, all pursuant to and as further provided in Section 3.27 herein.

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

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

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

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

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


Book-Entry Certificates		All Classes of Certificates other than the Physical Certificates.

ERISA-Restricted Certificates		The Senior Certificates, Subordinate Certificates, Class R Certificates, Class P Certificates and Class C Certificates

LIBOR Certificates		The Senior Certificates and the Subordinate Certificates (other than the Class M10 Certificates).

Offered Certificates		The Senior Certificates and the Subordinate Certificates.

Physical Certificates		Class C, Class P and Class R Certificates.

Private Certificates		Class C, Class P and Class R Certificates.

Rating Agencies		Moody’s, Standard & Poor’s and Fitch.

Residual Certificates		Class R Certificates.

Senior Certificates		Class 1-A1, Class 2-A1, Class 2-A2, Class 2-A3 and Class 2-A4 Certificates.

Subordinate Certificates		Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8, Class M9 and Class M10 Certificates.

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ARTICLE I

DEFINITIONS

Section 1.01. Definitions .

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

10-K Filing Deadline : As defined in Section 4.07(a)(iv)(A).

1933 Act : The Securities Act of 1933, as amended.

30-Day Delinquency : Each Mortgage Loan with respect to which any portion of a Scheduled Payment is, as of the last day of the prior Due Period, one month past due (without giving effect to any grace period).

60+ Day Delinquent Mortgage Loan : Each Mortgage Loan with respect to which any portion of a Scheduled Payment is, as of the last day of the prior Due Period, two months or more past due (without giving effect to any grace period), each Mortgage Loan in foreclosure, all REO Property and each Mortgage Loan for which the Mortgagor has filed for bankruptcy (but not including any Liquidated Mortgage Loan (or related REO Property) as of the end of the related Prepayment Period).

Accepted Master Servicing Practices : With respect to any Mortgage Loan, as applicable, (1) either (x) those mortgage master servicing practices of prudent mortgage lending institutions which master service Mortgage Loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located to the extent applicable to the Master Servicer (except in its capacity as successor to the Servicer), or (y) as provided in Section 3A.01 hereof, but in no event below the standard set forth in clause (x) and (2) in accordance with applicable local, state and federal laws, rules and regulations.

Accepted Servicing Practices : With respect to any Mortgage Loan, as applicable, (1) either (x) those mortgage servicing practices of prudent mortgage lending institutions which service Mortgage Loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located to the extent applicable to the Servicer, or (y) as provided in Section 3.01 hereof, but in no event below the standard set forth in clause (x) and (2) in accordance with applicable local, state and federal laws, rules and regulations.

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

Accrual Period : (i) With respect to each Class of LIBOR Certificates and any Distribution Date, the period commencing on the Distribution Date occurring in the month preceding the month in which the current Distribution Date occurs and ending on the day immediately preceding the current Distribution Date (or, in the case of the first Distribution Date, the period from and including the Closing Date to but excluding such first Distribution Date) and (ii) with respect to the Class M10 Certificates, the calendar month immediately preceding the

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month in which such Distribution Date occurs. For purposes of computing interest accruals on each Class of LIBOR Certificates, each Accrual Period has the actual number of days in such month and each year is assumed to have 360 days. For purposes of computing interest accruals on REMIC I Regular Interests, REMIC II Regular Interests, the Class M10 Certificates and the Class C Certificates, each Accrual Period will be the prior calendar month, and each such month is assumed to have 30 days and each year is assumed to have 360 days.

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

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

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

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

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

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

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

Adjustment Date : As to any Adjustable Rate Mortgage Loan, the first Due Date on which the related Mortgage Interest Rate adjusts as set forth in the related Mortgage Note and each Due Date thereafter on which the Mortgage Interest Rate adjusts as set forth in the related Mortgage Note.

Advance : Any P&I Advance or Servicing Advance made by the Master Servicer or the Servicer in respect of any Distribution Date pursuant to Section 4.01 .

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

Advancing Person : The Person to whom the Servicer’s rights under this Agreement to be reimbursed for any P&I Advances or Servicing Advances have been assigned pursuant to Section 10.07 .

Adverse REMIC Event : As defined in Section 11.01(f) hereof.

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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.

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

Appraised Value : With respect to any Mortgage Loan, the value of the related Mortgaged Property based upon the appraisal made for the originator at the time of origination of such Mortgage Loan or the sales price of such Mortgaged Property at such time of origination, whichever is less; provided, however, that in the case of a refinanced Mortgage Loan, such value is based solely upon the appraisal made at the time of origination of such refinanced Mortgage Loan.

Assessment of Compliance : As defined in Section 3.23 .

Assignment of Mortgage : An assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form (other than the assignee’s name and recording information not yet returned from the recording office), reflecting the sale of the Mortgage to the Trustee.

Attestation Report : As defined in Section 3.23 .

Available Funds : With respect to any Distribution Date and the Mortgage Loans to the extent received by the Trust Administrator (x) the sum of (i) all scheduled installments of interest (net of the related Expense Fees) and principal due on the Due Date on such Mortgage Loans in the related Due Period and received on or prior to the related Determination Date, together with any P&I Advances in respect thereof; (ii) all Condemnation Proceeds, Insurance Proceeds and Liquidation Proceeds during the related Prepayment Period (in each case, net of unreimbursed expenses incurred in connection with a liquidation or foreclosure and unreimbursed Advances, if any); (iii) all partial or full prepayments on the Mortgage Loans received during the related Prepayment Period together with all Compensating Interest thereon and any amounts paid by the Servicer or Master Servicer in respect of Prepayment Interest Shortfalls for such Distribution Date pursuant to Sections 3.25 and 3A.12 , respectively (excluding in each case Prepayment Premiums and any Prepayment Interest Excess); (iv) any Subsequent Recoveries, (v) amounts received with respect to such Distribution Date as the Substitution Adjustment Amount or purchase price in respect of a Deleted Mortgage Loan or a Mortgage Loan repurchased by the Originator or the Depositor as of such Distribution Date; and (vi) any amounts withdrawn from the Interest Coverage Account; reduced by (y) amounts in reimbursement for P&I Advances and

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Servicing Advances previously made with respect to the Mortgage Loans and other amounts to which the Servicer, the Master Servicer, the Depositor, the Trust Administrator, the Trustee (or co-trustee) or the Swap Provider (including any Net Swap Payment owed to the Swap Provider or Swap Termination Payment owed to the Swap Provider other than termination payments resulting from a Swap Provider Trigger Event) are entitled to be paid or reimbursed pursuant to this Agreement, the Swap Agreement or the Swap Administration Agreement.

Back-Up Certification : As defined in Section 4.07(a)(iv) .

Base Rate : For any Distribution Date and any Class of LIBOR Certificates, the sum of (i) one-month LIBOR plus (ii) the related Certificate Margin, and for the Class M10 Certificates, 7.00% per annum or, for any Distribution Date after the Optional Termination Date, 7.50% per annum.

Best’s : Best’s Key Rating Guide, as the same shall be amended from time to time.

Book-Entry Certificates : As specified in the Preliminary Statement.

Business Day : Any day other than (i) Saturday or Sunday, or (ii) a day on which banking and savings and loan institutions, in (a) the states of New York, Maryland, Minnesota and California, (b) the state in which the Servicer’s servicing operations are located, or (c) the state in which the Trustee’s operations are located, are authorized or obligated by law or executive order to be closed.

Certificate : Any one of the Certificates executed by the Trust Administrator in substantially the forms attached hereto as exhibits.

Certificate Margin : With respect to each Class of LIBOR Certificates, the following percentages:


	On or Prior to
	Optional			After the Optional
	Termination Date			Termination Date
Class 1-A1 Certificates		0.140	%		0.280	%
Class 2-A1 Certificates		0.060	%		0.120	%
Class 2-A2 Certificates		0.120	%		0.240	%
Class 2-A3 Certificates		0.150	%		0.300	%
Class 2-A4 Certificates		0.220	%		0.440	%
Class M1 Certificates		0.260	%		0.390	%
Class M2 Certificates		0.290	%		0.435	%
Class M3 Certificates		0.340	%		0.510	%
Class M4 Certificates		0.380	%		0.570	%
Class M5 Certificates		0.390	%		0.585	%
Class M6 Certificates		0.460	%		0.690	%
Class M7 Certificates		0.900	%		1.350	%
Class M8 Certificates		1.500	%		2.250	%
Class M9 Certificates		2.500	%		3.750	%

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

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

Certificate Register : The register maintained pursuant to Section 5.02 .

Certificate Registrar : The registrar appointed pursuant to Section 5.02 .

Certificateholder or Holder : The person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purpose of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor, the Master Servicer or the Servicer or any affiliate thereof shall be deemed not to be Outstanding and the Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests necessary to effect such consent has been obtained; provided, however, that if any such Person (including the Depositor) owns 100% of the Percentage Interests evidenced by a Class of Certificates, such Certificates shall be deemed to be Outstanding for purposes of any provision hereof that requires the consent of the NIM Insurer, if any, or the Holders of Certificates of a particular Class as a condition to the taking of any action hereunder. The Trustee, the Trust Administrator and the NIM Insurer, if any, are entitled to rely conclusively on a certification of the Depositor or any affiliate of the Depositor in determining which Certificates are registered in the name of an affiliate of the Depositor.

Certification Parties : As defined in Section 4.07(a)(iv) hereof.

Certifying Person : As defined in Section 4.07(a)(iv) hereof.

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Class : All Certificates, REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests bearing the same Class designation as set forth in the Preliminary Statement.

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

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

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

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

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

Class 2-A4 Certificates : All Certificates bearing the Class designation of "Class 2-A4 Certificates" representing the right to distributions as set forth herein and therein and representing (i) a regular interest in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive the Net WAC Rate Carryover Amount, and (iii) the obligation to pay the Class IO Distribution Amount.

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

Class Certificate Balance : With respect to any Class and as to any date of determination, the aggregate of the Certificate Principal Balances of all Certificates of such Class as of such date.

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

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

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

Class M1/M2/M3 Principal Distribution Amount : With respect to any Distribution Date, an amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Class M1, Class M2 and Class M3 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date) and (ii) the aggregate Certificate Principal Balance of the Class M1, Class M2 and Class M3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 72.60% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to Scheduled Payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to Scheduled Payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.

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

Class M3 Certificates : All Certificates bearing the Class designation of "Class M3 Certificates" representing the right to distributions as set forth herein and therein and

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representing (i) a regular interest in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive the Net WAC Rate Carryover Amount, and (iii) the obligation to pay the Class IO Distribution Amount.

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

Class M4 Principal Distribution Amount : Class M4 Principal Distribution Amount means, for any Distribution Date, an amount equal to the lesser of (I) the Certificate Principal Balance of the Class M4 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M1, Class M2 and Class M3 Certificates (after taking into account the payment of the Class M1/M2/M3 Principal Distribution Amount on such Distribution Date) and (iii) the Certificate Principal Balance of the Class M4 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 77.30% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to Scheduled Payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to Scheduled Payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.

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

Class M5 Principal Distribution Amount : Class M5 Principal Distribution Amount means, for any Distribution Date, an amount equal to the lesser of (I) the Certificate Principal Balance of the Class M5 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M1, Class M2 and Class M3 Certificates (after taking into account the payment of the Class M1/M2/M3 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M4 Certificates (after taking into account the payment of the Class M4 Principal Distribution Amount on such Distribution Date) and (iv) the Certificate Principal Balance of the Class M5 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 80.80% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to Scheduled Payments of principal

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due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to Scheduled Payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.

Class M6 Certificates : All Certificates bearing the Class designation of "Class M6 Certificates" representing the right to distributions as set forth herein and therein and representing (i) a regular interest in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive the Net WAC Rate Carryover Amount, and (iii) the obligation to pay the Class IO Distribution Amount.

Class M6 Principal Distribution Amount : Class M6 Principal Distribution Amount means, for any Distribution Date, an amount equal to the lesser of (I) the Certificate Principal Balance of the Class M6 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M1, Class M2 and Class M3 Certificates (after taking into account the payment of the Class M1/M2/M3 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M4 Certificates (after taking into account the payment of the Class M4 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M5 Certificates (after taking into account the payment of the Class M5 Principal Distribution Amount on such Distribution Date) and (v) the Certificate Principal Balance of the Class M6 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 83.30% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to Scheduled Payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to Scheduled Payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.

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

Class M7 Principal Distribution Amount : Class M7 Principal Distribution Amount means, for any Distribution Date, an amount equal to the lesser of (I) the Certificate Principal Balance of the Class M7 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M1, Class M2

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and Class M3 Certificates (after taking into account the payment of the Class M1/M2/M3 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M4 Certificates (after taking into account the payment of the Class M4 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M5 Certificates (after taking into account the payment of the Class M5 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M6 Certificates (after taking into account the payment of the Class M6 Principal Distribution Amount on such Distribution Date) and (vi) the Certificate Principal Balance of the Class M7 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 85.80% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to Scheduled Payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to Scheduled Payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.

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

Class M8 Principal Distribution Amount : Class M8 Principal Distribution Amount means, for any Distribution Date, an amount equal to the lesser of (I) the Certificate Principal Balance of the Class M8 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M1, Class M2 and Class M3 Certificates (after taking into account the payment of the Class M1/M2/M3 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M4 Certificates (after taking into account the payment of the Class M4 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M5 Certificates (after taking into account the payment of the Class M5 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M6 Certificates (after taking into account the payment of the Class M6 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M7 Certificates (after taking into account the payment of the Class M7 Principal Distribution Amount on such Distribution Date), and (vii) the Certificate Principal Balance of the Class M8 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 87.60% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to Scheduled Payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to Scheduled Payments of principal due during the related Due Period, to the extent

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received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.

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

Class M9 Principal Distribution Amount : Class M9 Principal Distribution Amount means, for any Distribution Date, an amount equal to the lesser of (I) the Certificate Principal Balance of the Class M9 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M1, Class M2 and Class M3 Certificates (after taking into account the payment of the Class M1/M2/M3 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M4 Certificates (after taking into account the payment of the Class M4 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M5 Certificates (after taking into account the payment of the Class M5 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M6 Certificates (after taking into account the payment of the Class M6 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M7 Certificates (after taking into account the payment of the Class M7 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M8 Certificates (after taking into account the payment of the Class M8 Principal Distribution Amount on such Distribution Date), and (viii) the Certificate Principal Balance of the Class M9 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 90.50% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to Scheduled Payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to Scheduled Payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.

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

Class M10 Principal Distribution Amount : Class M10 Principal Distribution Amount means, for any Distribution Date, an amount equal to the lesser of (I) the Certificate Principal Balance of the Class M10 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Senior Certificates

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(after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M1, Class M2 and Class M3 Certificates (after taking into account the payment of the Class M1/M2/M3 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M4 Certificates (after taking into account the payment of the Class M4 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M5 Certificates (after taking into account the payment of the Class M5 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M6 Certificates (after taking into account the payment of the Class M6 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M7 Certificates (after taking into account the payment of the Class M7 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M8 Certificates (after taking into account the payment of the Class M8 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M9 Certificates (after taking into account the payment of the Class M9 Principal Distribution Amount on such Distribution Date), and (ix) the Certificate Principal Balance of the Class M10 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 94.00% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to Scheduled Payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to Scheduled Payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.

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

Class R Certificates : All Certificates bearing the Class designation of "Class R Certificates" and evidencing the ownership of the "residual interest" in each of REMIC I, REMIC II and REMIC III for purposes of the REMIC Provisions. The Class R Certificate represents the ownership of the Class R-I Interest, the Class R-II Interest and the Class R-III Interest.

Class R-I Interest : The residual interest in REMIC I for purposes of the REMIC Provisions.

Class R-II Interest : The residual interest in REMIC II for purposes of the REMIC Provisions.

Class R-III Interest : The residual interest in REMIC III for purposes of the REMIC Provisions.

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Class SWAP-IO Interest : An uncertificated interest representing the right to distributions as set forth herein and evidencing a regular interest in REMIC III for purposes of the REMIC Provisions.

Closing Date : December 6, 2006.

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

Collection Account : As defined in Section 3.10 .

Commission : The U.S. Securities and Exchange Commission.

Compensating Interest : For any Distribution Date, the lesser of (a) the Prepayment Interest Shortfall, if any, for such Distribution Date, with respect to voluntary Principal Prepayments in full by the Mortgagor (excluding any payments made upon liquidation of the Mortgage Loan), and (b) the amount of the Servicing Fee payable to the Servicer for such Distribution Date.

Condemnation Proceeds : All awards, compensation and/or settlements in respect of a Mortgaged Property, whether permanent or temporary, partial or entire, by exercise of the power of eminent domain or condemnation.

Corporate Trust Office . The designated office of the Trustee or the Trust Administrator, as the case may be, at which at any particular time its corporate trust business with respect to this Agreement is administered, which office at the date of the execution of this Agreement is located at (i) with respect to the Trustee, HSBC Bank USA, National Association, 452 Fifth Avenue, New York, New York 10018, Attention: CTLA — Structured Finance / FHLT 2006-E or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Servicer, the Master Servicer, the Originator and the Trust Administrator, or (ii) with respect to the Trust Administrator, (A) for certificate transfer purposes, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services-Fremont 2006-E, (B) for matters relating to the Custodial Files, 24 Executive Park, Suite 100, Irvine, California 92614, Attention: Fremont 2006-E, and (C) for all other purposes, 9062 Old Annapolis Road, Columbia, Maryland 21045 Attn: Client Manager-Fremont 2006-E, facsimile no. (410) 715-2380 and which is the address to which notices to and correspondence with the Trust Administrator should be directed.

Corresponding Class : The Class of interests in one Trust REMIC created under this Agreement that corresponds to the Class of interests in another Trust REMIC or to a Class of Certificates in the manner set out below:


Corresponding REMIC	Corresponding REMIC	Corresponding
II Regular Interest	III Regular Interest	Certificate
LT1-A1	Class 1-A1	Class 1-A1 Certificates
LT2-A1	Class 2-A1	Class 2-A1 Certificates
LT2-A2	Class 2-A2	Class 2-A2 Certificates
LT2-A3	Class 2-A3	Class 2-A3 Certificates

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Corresponding REMIC	Corresponding REMIC	Corresponding
II Regular Interest	III Regular Interest	Certificate
LT2-A4	Class 2-A4	Class 2-A4 Certificates
LTM1	Class M1	Class M1 Certificates
LTM2	Class M2	Class M2 Certificates
LTM3	Class M3	Class M3 Certificates
LTM4	Class M4	Class M4 Certificates
LTM5	Class M5	Class M5 Certificates
LTM6	Class M6	Class M6 Certificates
LTM7	Class M7	Class M7 Certificates
LTM8	Class M8	Class M8 Certificates
LTM9	Class M9	Class M9 Certificates
LTM10	Class M10	Class M10 Certificates
LTP	Class P	Class P Certificates
N/A	Class C	Class C Certificates
LTIO	Class Swap-IO Interest	N/A

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

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

Current Interest : With respect to any Distribution Date for each Class of the Offered Certificates, the aggregate amount of interest accrued during the related Accrual Period at the applicable Pass-Through Rate on the related Class Certificate Balance immediately prior to such Distribution Date, as reduced by such Class’s share of Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for the related Due Period allocated to such Class pursuant to Section 4.02 .

Custodial Fee : With respect to each Mortgage Loan and any Distribution Date, an amount equal to the product of (i) one twelfth of the Custodial Fee Rate and (ii) the Stated Principal Balance of such Mortgage Loans as of the first day of the calendar month preceding the month in which such Distribution Date occurs.

Custodial Fee Rate : 0.000% per annum; provided, however, that if Wells Fargo Bank, N.A. ceases to be Master Servicer and Trust Administrator hereunder, the Custodial Fee Rate shall be 0.002% per annum.

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Custodial File : With respect to each Mortgage Loan, the file retained by the Trust Administrator consisting of items (a) — (h) as listed on Exhibit K hereto.

Cut-off Date : With respect to each Mortgage Loan (other than a Qualified Substitute Mortgage Loan), December 1, 2006. With respect to all Qualified Substitute Mortgage Loans, their respective dates of substitution. References herein to the "Cut-off Date," when used with respect to more than one Mortgage Loan, shall be to the respective Cut-off Dates for such Mortgage Loans.

Cut-off Date Pool Principal Balance : The aggregate Stated Principal Balances of all Mortgage Loans as of the close of business on the Cut-off Date (after giving effect to payments of principal due on that date).

Data Tape Information : The information provided by the Originator as of the Cut-off Date to the Depositor setting forth the following information with respect to each Mortgage Loan: (1) the Originator’s Mortgage Loan identifying number; (2) the Mortgagor’s name; (3) the street address of the Mortgaged Property including the city, state and zip code; (4) a code indicating whether the Mortgaged Property is owner-occupied, a second home or investment property; (5) the number and type of residential units constituting the Mortgaged Property (i.e., a single family residence, a 2-4 family residence, a unit in a condominium project or a unit in a planned unit development, manufactured housing); (6) the original months to maturity or the remaining months to maturity from the Cut-off Date, in any case based on the original amortization schedule and, if different, the maturity expressed in the same manner but based on the actual amortization schedule; (7) the Loan-to-Value Ratio at origination; (8) the Mortgage Interest Rate as of the Cut-off Date; (9) the date on which the Scheduled Payment was due on the Mortgage Loan and, if such date is not consistent with the Due Date currently in effect, such Due Date; (10) the stated maturity date; (11) the amount of the Scheduled Payment as of the Cut-off Date; (12) the last payment date on which a Scheduled Payment was actually applied to pay interest and, if applicable, the outstanding principal balance; (13) the original principal amount of the Mortgage Loan; (14) the principal balance of the Mortgage Loan as of the close of business on the Cut-off Date, after deduction of payments of principal due and collected on or before the Cut-off Date; (15) with respect to Adjustable Rate Mortgage Loans, the Adjustment Date; (16) with respect to Adjustable Rate Mortgage Loans, the Gross Margin; (17) with respect to Adjustable Rate Mortgage Loans, the Lifetime Rate Cap under the terms of the Mortgage Note; (18) with respect to Adjustable Rate Mortgage Loans, a code indicating the type of Index; (19) with respect to Adjustable Rate Mortgage Loans, the Periodic Mortgage Interest Rate Cap under the terms of the Mortgage Note; (20) the type of Mortgage Loan (i.e., fixed rate, adjustable rate, first lien); (21) a code indicating the purpose of the loan (i.e., purchase, rate and term refinance, equity take-out refinance); (22) a code indicating the documentation style (i.e., full documentation, easy documentation or stated income); (23) the loan credit classification (as described in the Underwriting Guidelines); (24) whether such Mortgage Loan provides for a Prepayment Premium; (25) the Prepayment Premium period of such Mortgage Loan, if applicable; (26) a description of the Prepayment Premium, if applicable; (27) the Mortgage Interest Rate as of origination; (28) the credit risk score at origination; (29) the date of origination; (30) the Mortgage Interest Rate adjustment period; (31)the Minimum Mortgage Interest Rate; (32) the Mortgage Interest Rate calculation method (i.e., 30/360, simple interest, other); (33) a code indicating whether the Mortgage Loan is a High Cost Mortgage Loan; (34) a

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code indicating whether the Mortgage Loan has been modified; (35) the current Loan-to-Value Ratio; (36) [Reserved]; (37) the Due Date for the first Scheduled Payment; (38) the original Scheduled Payment due; (39) with respect to the related Mortgagor, the debt-to-income ratio; (40) the Appraised Value of the Mortgaged Property; (41) the sales price of the Mortgaged Property if the Mortgage Loan was originated in connection with the purchase of the Mortgaged Property; (42) the MERS identification number; and (43) a code indicating if a Mortgage Loan is a 30-Day Delinquency. With respect to the Mortgage Loans in the aggregate: (44) the number of Mortgage Loans; (45) the current aggregate outstanding principal balance of the Mortgage Loans; (46) the weighted average Mortgage Interest Rate of the Mortgage Loans; and (47) the weighted average maturity of the Mortgage Loans.

Debt Service Reduction : With respect to any Mortgage Loan, a reduction by a court of competent jurisdiction in a proceeding under the United States Bankruptcy Code in the Scheduled Payment for such Mortgage Loan which became final and non-appealable, except for such a reduction resulting from a Deficient Valuation or any reduction that results in a permanent forgiveness of principal.

Deficient Valuation : With respect to any Mortgage Loan, a valuation of the related Mortgaged Property by a court of competent jurisdiction in an amount less than the then outstanding principal balance of the Mortgage Loan, which valuation results from a proceeding initiated under the United States Bankruptcy Code.

Definitive Certificates : Any Certificate evidenced by a Physical Certificate and any Certificate issued in lieu of a Book-Entry Certificate pursuant to Section 5.02(e) .

Deleted Mortgage Loan : As defined in Section 2.03(c) .

Delinquency Percentage : With respect to any month, the quotient (expressed as a percentage) of (1) the Stated Principal Balance of the 60+ Day Delinquent Mortgage Loans, divided by (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related month, not including in both (1) and (2) a Liquidated Mortgage Loan as of the end of the Prepayment Period or any Mortgage Loan purchased by the NIM Insurer, if any, pursuant to Section 3.28 .

Denomination : With respect to each Certificate, the amount set forth on the face thereof as the "Initial Certificate Balance of this Certificate" or the Percentage Interest appearing on the face thereof.

Depositor : Fremont Mortgage Securities Corporation, a Delaware corporation, and its successors in interest.

Depository : The initial Depository shall be The Depository Trust Company, the nominee of which is CEDE & Co., as the registered Holder of the Book-Entry Certificates. The Depository shall at all times be a "clearing corporation" as defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York.

Depository Institution : Any depository institution or trust company, including the Trustee, that (a) is incorporated under the laws of the United States of America or any State

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thereof, (b) is subject to supervision and examination by federal or state banking authorities and (c) has outstanding unsecured commercial paper or other short-term unsecured debt obligations that are rated P-1 by Moody’s and A-1 by Standard & Poor’s.

Depository Participant : A broker, dealer, bank or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository.

Determination Date : With respect to each Distribution Date, the 15th day of the calendar month in which such Distribution Date occurs or, if such 15th day is not a Business Day, the Business Day immediately preceding such 15th day.

Distribution Account : The separate Eligible Account created and maintained by the Trust Administrator pursuant to Section 3.27(b) in the name of the Trust Administrator for the benefit of the Certificateholders and designated "Wells Fargo Bank, N.A. in trust for registered holders of Fremont Home Loan Trust 2006-E Mortgage-Backed Certificates, Series 2006-E." Funds in the Distribution Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement and may be invested in Permitted Investments.

Distribution Date : The 25 ^th day of each calendar month after the initial issuance of the Certificates, or if such day is not a Business Day, the next succeeding Business Day, commencing in January 2007.

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

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

Due Date : The day of the month on which the Scheduled Payment is due on a Mortgage Loan, exclusive of any days of grace.

Due Period : With respect to any Distribution Date, the period commencing on the second day of the calendar month preceding the month in which such Distribution Date occurs and ending on the first day of the calendar month in which such Distribution Date occurs.

Eligible Account : Either (i) an account maintained with a federal or state chartered depository institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is a subsidiary of a holding company, the short-term unsecured debt obligations of such holding company) are rated A-1 by Standard & Poor’s and P-1 by Moody’s (and a comparable rating if another Rating Agency is specified by

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the Depositor by written notice to the Servicer) at the time any amounts are held on deposit therein, (ii) a trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity or (iii) any other account acceptable to each Rating Agency. Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee.

ERISA : The Employee Retirement Income Security Act of 1974, as amended.

ERISA-Restricted Certificate : As specified in the Preliminary Statement.

Escrow Account : The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b) .

Escrow Payments : As defined in Section 3.09(b) of this Agreement.

Event of Default : Any (i) Servicer Event of Default or (ii) Master Servicer Event of Termination, each as defined in Section 7.01 .

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

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

Exchange Act : The Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

Expense Fee Rate : As to each Mortgage Loan, a per annum rate equal to the sum of (i) the Master Servicing Fee Rate, (ii) the Servicing Fee Rate and (iii) the Custodial Fee Rate (if applicable).

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

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

FDIC : The Federal Deposit Insurance Corporation, or any successor thereto.

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Final Recovery Determination : With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by the Originator as contemplated by this Agreement), a determination made by the Servicer that all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and other payments or recoveries which the Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered. The Servicer shall maintain records, prepared by a Servicing Officer, of each Final Recovery Determination made thereby and deliver a certificate of a Servicing Officer evidencing such determination to the Master Servicer.

Final Scheduled Distribution Date : The Final Scheduled Distribution Date for each Class of Certificates is the Distribution Date occurring in January 2037.

Fitch : Fitch, Inc. If Fitch is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(b) the address for notices to Fitch shall be Fitch, Inc., One State Street Plaza, New York, New York 10004, Attention: Residential Mortgage Pass-Through Group, or such other address as Fitch may hereafter furnish to the Depositor, the Servicer, the Master Servicer, the Trust Administrator and the Trustee.

Fixed Payer Rate : 5.14%.

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

Formula Rate : With respect to each Class of LIBOR Certificates, the lesser of (a) the Base Rate for such Class or (b) the related Maximum Cap, and with respect to the Class M10 Certificates, the Base Rate.

Fremont : Fremont Investment & Loan, a California industrial bank, and its successors in interest.

Gross Margin : With respect to each Adjustable Rate Mortgage Loan, the fixed percentage amount set forth in the related Mortgage Note to be added to the applicable Index to determine the Mortgage Interest Rate.

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

Group 1 Certificates : The Class 1-A1 Certificates.

Group 1 Interest Remittance Amount : With respect to any Distribution Date, that portion of the Available Funds for such Distribution Date attributable to interest received or advanced with respect to the Group 1 Mortgage Loans, reduced by the pro rata portion of the amounts specified in clause (y) of the definition of Available Funds for such Distribution Date.

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

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Group 1 Net WAC Rate : With respect to any Distribution Date, a per annum rate equal to (a) (x) the weighted average of the Adjusted Net Mortgage Interest Rates then in effect at the beginning of the related Due Period on the Group 1 Mortgage Loans (adjusted for prepayments during such Due Period that were distributed on the Distribution Date falling within such Due Period), less (y) the Net Swap Payment or Swap Termination Payment, if any, made to the Swap Provider (only if such Swap Termination Payment is not due to a Swap Provider Trigger Event) multiplied by the Group 1 Allocation Percentage, multiplied by 12, and divided by the aggregate Stated Principal Balance of the mortgage loans, multiplied by (b) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Interest Accrual Period.

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

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

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

Group 1 Senior Principal Distribution Amount : With respect to any Distribution Date, an amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Group 1 Senior Certificates immediately prior to such Distribution Date and (II) the product of the Senior Principal Distribution Amount and the Group 1 Principal Allocation Percentage.

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

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

Group 2 Interest Remittance Amount : With respect to any Distribution Date, that portion of the Available Funds for such Distribution Date attributable to interest received or advanced with respect to the Group 2 Mortgage Loans, reduced by the pro rata portion of the amounts specified in clause (y) of the definition of Available Funds for such Distribution Date.

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

Group 2 Net WAC Rate : With respect to any Distribution Date, a per annum rate equal to (a) (x) the weighted average of the Adjusted Net Mortgage Interest Rates then in effect at the beginning of the related Due Period on the Group 2 Mortgage Loans (adjusted for prepayments during such Due Period that were distributed on the Distribution Date falling within such Due Period), less (y) the Net Swap Payment or Swap Termination Payment, if any, made to the Swap Provider (only if such Swap Termination Payment is not due to a Swap Provider Trigger Event) multiplied by the Group 2 Allocation Percentage, multiplied by 12, and divided by the aggregate Stated Principal Balance of the mortgage loans, multiplied by (b) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Interest Accrual Period.

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

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

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

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Group 2 Senior Principal Distribution Amount : With respect to any Distribution Date, an amount equal to the lesser of (I) the aggregate Certificate Principal Balance of the Group 2 Senior Certificates immediately prior to such Distribution Date and (II) the product of the Senior Principal Distribution Amount and the Group 2 Principal Allocation Percentage.

Group Subordinate Amount : With respect to either Loan Group and any Distribution Date, the excess of (a) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group then in effect at the beginning of the related Due Period (adjusted for prepayments during such Due Period that were distributed on the Distribution Date falling within such Due Period) over (b) the aggregate Certificate Principal Balance of the Senior Certificates related to such Loan Group immediately prior to such Distribution Date.

High Cost Mortgage Loan : A Mortgage Loan classified as (a) a "high cost" loan under the Home Ownership and Equity Protection Act of 1994, (b) a "high cost," "threshold," "covered" or "predatory" loan under any other applicable state, federal or local law (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential Mortgage Loans having high interest rates, points and/or fees) or (c) a High Cost Loan or Covered Loan as defined in the Standard & Poor’s LEVELS® Glossary attached as Exhibit P (the " Glossary ") where (x) a "High Cost Loan" is each loan identified in the column "Category under applicable anti-predatory lending law" of the table entitled "Standard & Poor’s High Cost Loan Categorization" in the Glossary as each such loan is defined in the applicable anti-predatory lending law of the State or jurisdiction specified in such table and (y) "Covered Loan" is each loan identified in the column "Category under applicable anti-predatory lending law" of the table entitled "Standard & Poor’s High Covered Loan Categorization" in the Glossary as each such loan is defined in the applicable anti-predatory lending law of the State of jurisdiction specified in such table.

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

Index : As to each Adjustable Rate Mortgage Loan, the index from time to time in effect for the adjustment of the Mortgage Interest Rate set forth as such on the related Mortgage Note.

Initial Mortgage Interest Rate Cap : With respect to each Adjustable Rate Mortgage Loan, the absolute maximum amount set forth in a provision of each Mortgage Note by which the Mortgage Interest Rate therein may increase or decrease on the first Adjustment Date above or below the Mortgage Interest Rate previously in effect.

Initial Overcollateralization Amount : $38,500,910.74.

Insurance Policy : With respect to any Mortgage Loan included in the Trust Fund, any insurance policy, including all riders and endorsements thereto in effect, including any replacement policy or policies for any Insurance Policies.

Insurance Proceeds : The proceeds of any title policy, hazard policy or other insurance policy covering a Mortgage Loan, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the mortgagor in accordance with the

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procedures that the Servicer would follow in servicing Mortgage Loans held for its own account, subject to the terms and conditions of the related mortgage note and Mortgage.

Interest Coverage Account : The separate Eligible Account created and maintained by the Trust Administrator pursuant to Section 3.27(d) in the name of the Trust Administrator for the benefit of the Certificateholders and designated "Wells Fargo Bank, N.A. in trust for registered holders of Fremont Home Loan Trust 2006-E Mortgage-Backed Certificates, Series 2006-E." Funds in the Interest Coverage Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement and may be invested in Permitted Investments.

Investment Account : As defined in Section 3.12(a) .

Issuing Entity : Fremont Home Loan Trust 2006-E.

Late Collections : With respect to any Mortgage Loan and any Due Period, all amounts received after the Remittance Date immediately following such Due Period, whether as late payments of Scheduled Payments or as Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of principal and/or interest due (without regard to any acceleration of payments under the related Mortgage and Mortgage Note) but delinquent for such Due Period and not previously recovered.

LIBOR : With respect to any Accrual Period (other than the first Accrual Period) for the LIBOR Certificates, the rate determined by the Trust Administrator on the related LIBOR Determination Date on the basis of the offered rate for one-month U.S. dollar deposits as such rate appears on Telerate Page 3750 as of 11:00 a.m. (London time) on such date; provided , that if such rate does not appear on Telerate Page 3750, the rate for such date will be determined on the basis of the rates at which one-month U.S. dollar deposits are offered by the Reference Banks at approximately 11:00 a.m. (London time) on such date to prime banks in the London interbank market. In such event, the Trust Administrator will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations (rounded upwards if necessary to the nearest whole multiple of 1/16%). If fewer than two quotations are provided as requested, the rate for that date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Trust Administrator (after consultation with the Depositor and the NIM Insurer, if any), at approximately 11:00 a.m. (New York City time) on such date for one-month U.S. dollar loan to leading European banks. LIBOR for the first Accrual Period shall be 5.35%.

LIBOR Certificates : As specified in the Preliminary Statement.

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

Lifetime Rate Cap : The provision of each Mortgage Note related to an Adjustable Rate Mortgage Loan which provides for an absolute maximum Mortgage Interest Rate thereunder. The Mortgage Interest Rate during the terms of each Adjustable Rate Mortgage Loan shall not at

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any time exceed the Mortgage Interest Rate at the time of origination of such Adjustable Rate Mortgage Loan by more than the amount per annum set forth on the Mortgage Loan Schedule.

Liquidated Mortgage Loan : With respect to any Distribution Date, a defaulted Mortgage Loan (including any REO Property) which was liquidated in the calendar month preceding the month of such Distribution Date and as to which the Servicer has certified (in accordance with this Agreement) that it has received all amounts it expects to receive in connection with the liquidation of such Mortgage Loan including the final disposition of any REO Property.

Liquidation Event : With respect to any Mortgage Loan, any of the following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made as to such Mortgage Loan; or (iii) such Mortgage Loan is removed from coverage under this Agreement by reason of its being purchased, sold or replaced pursuant to or as contemplated by this Agreement. With respect to any REO Property, either of the following events: (i) a Final Recovery Determination is made as to such REO Property; or (ii) such REO Property is removed from coverage under this Agreement by reason of its being purchased pursuant to this Agreement.

Liquidation Proceeds : The amounts, other than Insurance Proceeds, Condemnation Proceeds or those received following the acquisition of REO Property, received in connection with the liquidation of a defaulted Mortgage Loan, whether through the sale or assignment of such Mortgage Loan, trustee’s sale, foreclosure sale or otherwise.

Loan Group : The Group 1 Mortgage Loans and the Group 2 Mortgage Loans, as applicable.

Loan-to-Value Ratio or LTV : With respect to any Mortgage Loan, the ratio (expressed as a percentage) of the original outstanding principal amount of the Mortgage Loan (or, in the case of a second-lien Mortgage Loan, the combined original outstanding principal amount of such Mortgage Loan and any first-lien mortgage loan on the same Mortgaged Property) as of the Cut-off Date (unless otherwise indicated), to either (a) if the Mortgage Loan was made to finance the acquisition of the related Mortgaged Property, the least of (i) the purchase price of the Mortgaged Property, or (ii) the Appraisal Value of the Mortgaged Property at origination, or (b) if the Mortgage Loan was a refinancing or modification, the Appraisal Value of the Mortgaged Property at the time of the refinancing or modification.

London Business Day : Any day on which dealings in deposits of United States dollars are transacted in the London interbank market.

Marker Rate : With respect to the REMIC regular interest portion of the Class C Certificate and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC II Pass-Through Rates for the REMIC II Corresponding Marker Interests and REMIC II Regular Interest LTZZ, (i) with the rate on each REMIC II Corresponding Marker Interest subject to a cap equal to the lesser of (a) the Base Rate of its Corresponding Class and (b) the REMIC III Net WAC Rate) for the purposes of this calculation and (ii) with the rate on REMIC II Regular Interest LTZZ subject to a cap of zero for the purpose of this calculation; provided, however, that for this purpose, calculations of the Uncertificated REMIC II Pass-Through Rate and the related caps with respect to each REMIC II Corresponding

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Marker Interest (other than REMIC II Regular Interest LTM10) shall be multiplied by a fraction, the numerator of which is the actual number of days in the Accrual Period and the denominator of which is 30.

Master Servicer : As of the Closing Date, Wells Fargo Bank, N.A. and thereafter, its respective successors in interest who meet the qualifications of this Agreement. As long as a Master Servicer is required under this Agreement, the Master Servicer and the Trust Administrator shall at all times be the same Person.

Master Servicer Event of Termination : One or more of the events described in Section 7.01(c) .

Master Servicing Fee : With respect to each Mortgage Loan and any Distribution Date, an amount equal to the product of (i) one twelfth of the Master Servicing Fee Rate, and (ii) the Stated Principal Balance of such Mortgage Loan as of the first day of the calendar month preceding the month in which such Distribution Date occurs.

Master Servicing Fee Rate : 0.0070% per annum; provided, however, that if Wells Fargo Bank, N.A. ceases to be the Master Servicer and is replaced by a successor master servicer, then such rate shall be 0.0050% per annum, it being understood that the difference in the Master Servicing Fee Rate that applies to Wells Fargo Bank, N.A. as compared to the Master Servicing Fee Rate that applies to a successor master servicer represents the Custodial Fee Rate; provided further, however, if Fremont Investment & Loan has been removed as Servicer or has resigned as Servicer, and in either such case if a master servicer is no longer required hereunder, then the Master Servicing Fee Rate shall be 0.0000% per annum.

Master Servicing Officer : Any employee of the Master Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans, whose name and specimen signature appear on a list of Master Servicing Officers furnished by the Master Servicer to the Trustee, the Trust Administrator, the Servicer and the Depositor on the Closing Date, as such list may from time to time be amended.

Maximum Cap : With respect to any Distribution Date, the Senior Maximum Cap or the Subordinate Maximum Cap relating to the Group 1 Mortgage Loans or the Group 2 Mortgage Loans, as applicable.

Maximum LTZZ Uncertificated Accrued Interest Deferral Amount : With respect to any Distribution Date, the excess of (a) accrued interest at the Uncertificated REMIC II Pass-Through Rate applicable to REMIC II Regular Interest LTZZ for such Distribution Date on a balance equal to the Uncertificated Balance of REMIC II Regular Interest LTZZ minus the REMIC II Overcollateralized Amount, in each case for such Distribution Date, over (b) the Uncertificated Accrued Interest on the REMIC II Corresponding Marker Interests for such Distribution Date, each subject to a cap equal to the lesser of (a) the Base Rate of its Corresponding Class and (b) the REMIC III Net WAC Rate for the purposes of this calculation; provided, however, that solely for this purpose, calculations of the Uncertificated REMIC II Pass-Through Rate and the related caps with respect to each such REMIC II Regular Interest

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(other than REMIC II Regular Interest LTM10) shall be multiplied by a fraction, the numerator of which is the actual number of days in the Accrual Period and the denominator of which is 30.

Maximum Mortgage Interest Rate : With respect to an Adjustable Rate Mortgage Loan, the specified maximum mortgage rate over the life of such mortgage loan; with respect to a Mortgage Loan with a fixed rate, the Mortgage Interest Rate.

MERS : As defined in Section 2.01 .

MERS Designated Mortgage Loan : Mortgage Loans for which (a) the Originator has designated or will designate MERS as, and has taken or will take such action as is necessary to cause MERS to be, the mortgagee of record, as nominee for the Originator, in accordance with MERS Procedure Manual and (b) the Originator has designated or will designate the Trustee as the Investor on the MERS® System.

MERS Procedure Manual : The MERS Procedures Manual, as it may be amended, supplemented or otherwise modified from time to time.

MERS® System : MERS mortgage electronic registry system, as more particularly described in the MERS Procedures Manual.

Minimum Mortgage Interest Rate : With respect to an Adjustable Rate Mortgage Loan, the specified minimum mortgage rate over the life of such mortgage loan; with respect to a Mortgage Loan with a fixed rate, the Mortgage Interest Rate.

Monthly Statement : The statement made available to the Certificateholders pursuant to Section 4.03 .

Moody’s : Moody’s Investors Service, Inc. If Moody’s is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(b) the address for notices to Moody’s shall be Moody’s Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention: Residential Mortgage Pass-Through Group, or such other address as Moody’s may hereafter furnish to the Depositor, the Servicer, the Master Servicer, the Trust Administrator and the Trustee.

Mortgage : The mortgage, deed of trust or other instrument identified on the Mortgage Loan Schedule as securing a Mortgage Note.

Mortgage File : The items pertaining to a particular Mortgage Loan contained in either the Servicing File or Custodial File.

Mortgage Interest Rate : The annual rate of interest borne on a Mortgage Note with respect to each Mortgage Loan.

Mortgage Loan : An individual Mortgage Loan which is the subject of this Agreement, each Mortgage Loan originally sold and subject to this Agreement being identified on the Mortgage Loan Schedule, which Mortgage Loan includes, without limitation, the Mortgage File, the Custodial File, the Servicing File, the Scheduled Payments, Principal Prepayments,

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Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition proceeds, Prepayment Premiums and all other rights, benefits, proceeds and obligations arising from or in connection with such Mortgage Loan, excluding replaced or repurchased Mortgage Loans.

Mortgage Loan Documents : The mortgage loan documents pertaining to each Mortgage Loan.

Mortgage Loan Schedule : As of any date, the list of Mortgage Loans included in the Trust Fund on such date, attached hereto as Schedule I. The Mortgage Loan Schedule shall set forth by Loan Group the following information with respect to each Mortgage Loan in such Loan Group :

(i) the Mortgagor’s name and the Originator’s Mortgage Loan identifying number;

(ii) the street address of the Mortgaged Property including the state and zip code;

(iii) a code indicating whether the Mortgaged Property is owner-occupied;

(iv) the number and type of residential dwelling constituting the Mortgaged Property (i.e., a single family residence, a 2-4 family residence, a unit in a condominium project or a unit in a planned unit development, manufactured housing);

(v) the original months to maturity;

(vi) the Loan-to-Value Ratio, at origination;

(vii) the Mortgage Interest Rate in effect immediately following the Cut-off Date;

(viii) the date on which the first monthly payment was due on the Mortgage Loan;

(ix) the stated maturity date of such Mortgage Loan;

(x) the amount of the monthly payment (a) at origination and (b) due on the first Due Date after the Cut-off Date;

(xi) the last Due Date on which a monthly payment was actually applied to the unpaid Stated Principal Balance;

(xii) the original principal amount of the Mortgage Loan as of the date of origination;

(xiii) the Stated Principal Balance of the Mortgage Loan as of the close of business on the Cut-off Date;

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(xiv) with respect to each Adjustable Rate Mortgage Loan, the Applicable Index and Gross Margin;

(xv) a code indicating the purpose of the Mortgage Loan (i.e., purchase financing, rate/term refinancing, cash-out refinancing);

(xvi) with respect to each Adjustable Rate Mortgage Loan, the Maximum Mortgage Interest Rate;

(xvii) with respect to each Adjustable Rate Mortgage Loan, the Minimum Mortgage Interest Rate;

(xviii) the Mortgage Interest Rate at origination;

(xix) with respect to each Adjustable Rate Mortgage Loan, the Periodic Mortgage Interest Rate Cap and the Initial Mortgage Interest Rate Cap;

(xx) a code indicating the documentation program;

(xxi) with respect to each Adjustable Rate Mortgage Loan, the first Adjustment Date immediately following the Cut-off Date and the Adjustment Date frequency;

(xxii) the value of the Mortgaged Property used to calculate the LTV for the related Mortgage Loan;

(xxiii) the sale price of the Mortgaged Property, if applicable;

(xxiv) the Originator’s risk grade;

(xxv) the actual interest "paid to date" of the Mortgage Loan as of the Cut-off Date;

(xxvi) the number of years any Prepayment Premium is in effect;

(xxvii) the loan type (i.e. fixed, adjustable; 2/28, 3/27, etc.);

(xxviii) the actual unpaid principal balance of the Mortgage Loan as of the Cut-off Date;

(xxix) a code indicating whether such Mortgage Loan is a Group 1 Mortgage Loan or a Group 2 Mortgage Loan;

(xxx) a code indicating whether the Mortgage Loan is a MERS Designated Mortgage Loan and, if so, its corresponding mortgage identification number; and

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

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The Mortgage Loan Schedule shall set forth the following information with respect to the Mortgage Loans in the aggregate as of the Cut-off Date: (1) the number of Mortgage Loans; (2) the current principal balance of the Mortgage Loans; (3) the weighted average Mortgage Interest Rate of the Mortgage Loans; and (4) the weighted average maturity of the Mortgage Loans. The Mortgage Loan Schedule shall set forth the aggregate Stated Principal Balance of the Mortgage Loans. The Mortgage Loan Schedule shall be amended from time to time by the Depositor in accordance with the provisions of this Agreement. With respect to any Qualified Substitute Mortgage Loan, the Cut-off Date shall refer to the related Cut-off Date for such Mortgage Loan, determined in accordance with the definition of Cut-off Date herein.

Mortgage Note : The note or other evidence of the indebtedness of a Mortgagor under a Mortgage Loan.

Mortgaged Property : The real property (or leasehold estate, if applicable) identified on the Mortgage Loan Schedule as securing repayment of the debt evidenced by a Mortgage Note.

Mortgagor : The obligor(s) on a Mortgage Note.

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

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

Net Prepayment Interest Shortfall : For any Distribution Date, the amount by which the sum of the Prepayment Interest Shortfalls exceeds the sum of the Compensating Interest payments made on such Distribution Date.

Net Swap Payment : A net payment, if any, to be made on each Distribution Date to be made under the Swap Administration Agreement, representing payments (a) by or on behalf of the Trust, to the Swap Provider, to the extent that the fixed amount exceeds the corresponding floating amount, plus any such amounts that remain unpaid from prior Distribution Dates, or (b) by the Swap Provider to the Trust, to the extent that the floating amount exceeds the corresponding fixed amount, all as more particularly set forth in the Swap Agreement.

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

Net WAC Rate Carryover Amount : With respect to each Class of Offered Certificates, as of any Distribution Date, if on such Distribution Date there are unpaid Net WAC Rate Carryover Amounts from prior Distribution Dates or the Pass-Through Rate for any Class of LIBOR Certificates is based upon the Net WAC Rate, the sum of (A) the excess of the Formula Rate for that Class of Offered Certificates over the Net WAC Rate, and (B) the Net WAC Rate Carryover

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Amount for such Class of Certificates for all previous Distribution Dates not previously paid, together with interest thereon at the applicable Formula Rate for such Class (without giving effect to any such limitations) of Certificates for such Distribution Date. For federal income tax purposes, each application of the applicable Net WAC Rate shall be an application of the REMIC III Net WAC Rate for purposes of calculating the related Net WAC Rate Carryover Amount.

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

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

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

NIM Trust : Fremont NIM Trust 2006-E, a Delaware statutory trust, or other special purpose entity created to securitize the cashflows relating to the Class C and/or Class P Certificates.

Nonrecoverable P&I Advance : Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Property that, in the good faith business judgment of the Servicer, will not or, in the case of a proposed P&I Advance, would not be ultimately recoverable from related late payments, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.

Nonrecoverable Servicing Advance : Any Servicing Advances previously made or proposed to be made in respect of a Mortgage Loan or REO Property, which, in the good faith business judgment of the Servicer, will not or, in the case of a proposed Servicing Advance, would not, be ultimately recoverable from related Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise.

Notice of Final Distribution : The notice to be provided pursuant to Section 9.02 to the effect that final distribution on any of the Certificates shall be made only upon presentation and surrender thereof.

Notional Amount : With respect to the Class C Certificates, a notional amount equal to the aggregate Uncertificated Balance of the REMIC II Regular Interests (other than REMIC II Regular Interest LTP).

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Offered Certificates : As defined in the Preliminary Statement.

Officer’s Certificate : A certificate signed by an officer of the Servicer with responsibility for the servicing of the Mortgage Loans required to be serviced by the Servicer and listed on a list delivered to the Trustee or Trust Administrator, as applicable, pursuant to this Agreement.

Opinion of Counsel : A written opinion of counsel, who may be in-house counsel for the Servicer or a Subservicer, the Master Servicer, the Swap Provider, the Originator or the Depositor, reasonably acceptable to the Trustee, the Trust Administrator and the NIM Insurer, if any; provided, that any Opinion of Counsel relating to (a) qualification of any Trust REMIC as a REMIC or (b) compliance with the REMIC Provisions, must be (unless otherwise stated in such Opinion of Counsel) an opinion of counsel who (i) is in fact independent of the Servicer of the Mortgage Loans, (ii) does not have any material direct or indirect financial interest in the Servicer of the Mortgage Loans or in an affiliate of either and (iii) is not connected with the Servicer of the Mortgage Loans as an officer, employee, director or person performing similar functions.

Optional Termination Date : Any Distribution Date when the aggregate Stated Principal Balance of the Mortgage Loans, as of the last day of the related Due Period, is equal to 10% or less of the Cut-off Date Pool Principal Balance that has been designated as an Optional Termination Date by the Servicer or holder of the Class R Certificate.

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

Originator : Fremont.

OTS : Office of Thrift Supervision, and any successor thereto.

Outstanding : With respect to the Certificates as of any date of determination, all Certificates theretofore executed and authenticated under this Agreement except:

(i) Certificates theretofore canceled by the Trustee or the Trust Administrator or delivered to the Trustee or the Trust Administrator for cancellation; and

(ii) Certificates in exchange for which or in lieu of which other Certificates have been executed and delivered by the Trustee or the Trust Administrator pursuant to this Agreement.

Outstanding Mortgage Loan : As of any Due Date, a Mortgage Loan with a Stated Principal Balance greater than zero which was not the subject of a Principal Prepayment in Full prior to such Due Date and which did not become a Liquidated Mortgage Loan prior to such Due Date.

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

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Overcollateralization Floor : $6,416,830.

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

Overcollateralization Target Amount : With respect to any Distribution Date, an amount equal to (i) prior to the Stepdown Date or on the Stepdown Date if the Stepdown Date is caused by scenario (i) in the definition of Stepdown Date, then the Overcollateralization Target Amount prior to distributing the Senior Principal Distribution Amount to pay the Senior Certificates to zero is 3.00% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; (ii) on the Stepdown Date if the Stepdown Date is caused by scenario (i) in the definition of Stepdown Date, so long as a Trigger Event is not in effect, then the Overcollateralization Target Amount will be recalculated after distribution of the Senior Principal Distribution Amount to pay the Senior Certificates to zero pursuant to Section 4.02(a)(ii)(II)(A) and (B) or after the Stepdown Date, so long as a Trigger Event is not in effect, the greater of (a) 6.00% of the then current aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to Scheduled Payments of principal received during the related Due Period and unscheduled collections of principal received during the related Prepayment Period) and (b) 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; and (iii) on or after the Stepdown Date and if a Trigger Event is in effect, the Overcollateralization Target Amount for the immediately preceding Distribution Date. Notwithstanding the foregoing, on and after any Distribution Date following the reduction of the aggregate Certificate Principal Balance of the Senior Certificates and Subordinate Certificates to zero, the Overcollateralization Target Amount will be zero.

Overcollateralized Amount : With respect to any Distribution Date, an amount equal to (i) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to Scheduled Payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus (ii) the aggregate Certificate Principal Balance of the Senior Certificates, Subordinate Certificates and the Class P Certificates as of such Distribution Date (after giving effect to distributions to be made on such Distribution Date).

Ownership Interest : As to any Residual Certificate, any ownership interest in such Certificate including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial.

P&I Advance : As to any Mortgage Loan or REO Property, any advance made by the Servicer in respect of any Remittance Date representing the aggregate of all payments of principal and interest, net of the Servicing Fee, that were due during the related Due Period on the first lien Mortgage Loans and that were delinquent on the related Determination Date, plus certain amounts representing assumed payments not covered by any current net income on the Mortgaged Properties acquired by foreclosure or deed in lieu of foreclosure as determined pursuant to Section 4.01 .

Pass-Through Rate : For any Distribution Date: (1) with respect to each Class of Offered Certificates, a rate equal to the lesser of (i) the related Formula Rate for such Class and (ii) the

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applicable Net WAC Rate; (2) in the case of any REMIC I Regular Interest, the Uncertificated REMIC I Pass-Through Rate; and (3) in the case of any REMIC II Regular Interest, the Uncertificated REMIC II Pass-Through Rate. For federal income tax purposes, each reference to the related Net WAC Rate in the applicable Pass-Through Rate shall be deemed to be a reference to the REMIC III Net WAC Rate.

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

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

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

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

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

With respect to the Class SWAP-IO Interest, the Class SWAP-IO Interest shall not have a Pass-Through Rate, but interest for such Class SWAP-IO Interest and each Distribution Date shall be an amount equal to 100% of the amounts distributable to REMIC II Regular Interest LTIO for such Distribution Date.

PCAOB : The Public Company Accounting Oversight Board.

Percentage Interest : As to any Certificate, the percentage interest evidenced thereby in distributions required to be made on the related Class, such percentage interest being set forth on the face thereof or equal to the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of the same Class.

Periodic Mortgage Interest Rate Cap : With respect to each Adjustable Rate Mortgage Loan, the absolute maximum amount set forth in a provision of each Mortgage Note by which the Mortgage Interest Rate therein may increase or decrease on an Adjustment Date (other than the first Adjustment Date) above or below the Mortgage Interest Rate previously in effect. The Periodic Mortgage Interest Rate Cap for each Adjustable Rate Mortgage Loan is the rate set forth on the Mortgage Loan Schedule.

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Permitted Investment : Any one or more of the following obligations or securities acquired at a purchase price of not greater than par, regardless of whether issued by the Depositor, the Servicer, the Master Servicer, the Trust Administrator, the Trustee, the NIM Insurer, if any, or any of their respective Affiliates:

(i) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality thereof, provided such obligations are backed by the full faith and credit of the United States;

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

(iii) repurchase obligations with a term not to exceed 30 days with respect to any security described in clause (i) above and entered into with a depository institution or trust company (acting as principal);

(iv) securities bearing interest or sold at a discount that are issued by any corporation incorporated under the laws of the United States of America or any State thereof and that are rated by each Rating Agency in its highest long-term unsecured rating category at the time of such investment or contractual commitment providing for such investment;

(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than 30 days after the date of acquisition thereof) that is rated by each Rating Agency in its highest short-term unsecured debt rating available at the time of such investment;

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

(vii) if previously confirmed in writing to the Trust Administrator and the NIM Insurer, if any, any other demand, money market or time deposit, or any other obligation, security or investment, as may be acceptable to the Rating Agencies as a permitted investment of funds backing securities having ratings equivalent to its highest initial rating of the Senior Certificates;

provided , however , that no instrument described hereunder may evidence either the right to receive (a) only interest with respect to the obligations underlying such instrument or (b) both

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principal and interest payments derived from obligations underlying such instrument and the interest and principal payments with respect to such instrument provide a yield to maturity at par greater than 120% of the yield to maturity at par of the underlying obligations.

Permitted Transferee : Any Person other than (i) the United States, any State or political subdivision thereof, or any agency or instrumentality of any of the foregoing, (ii) a foreign government, international organization or any agency or instrumentality of either of the foregoing, (iii) an organization (except certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to any Residual Certificate, (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) a Person that is not a U.S. Person or a U.S. Person with respect to whom income from a Residual Certificate is attributable to a foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of such Person or any other U.S. Person, (vi) an "electing large partnership" within the meaning of Section 775 of the Code and (vii) any other Person so designated by the Depositor based upon an Opinion of Counsel that the Transfer of an Ownership Interest in a Residual Certificate to such Person may cause any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms "United States," "State" and "international organization" shall have the meanings set forth in Section 7701 of the Code or successor provisions. A corporation will not be treated as an instrumentality of the United States or of any State or political subdivision thereof for these purposes if all of its activities are subject to tax and, with the exception of Freddie Mac, a majority of its board of directors is not selected by such government unit.

Person : Any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust, unincorporated organization or government, or any agency or political subdivision thereof.

Physical Certificates : As specified in the Preliminary Statement.

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

Prepayment Interest Excess : With respect to any Remittance Date, the sum of, for each Mortgage Loan that was, during the portion of the Prepayment Period from the 1 ^st day of the month in which such Remittance Date occurs through the 15 ^th day of the month in which such Remittance Date occurs, the subject of a Principal Prepayment in Full that was applied by the Servicer to reduce the outstanding principal balance of such Mortgage Loan on a date preceding the Due Date in the succeeding Prepayment Period, an amount equal to the product of (a) the Mortgage Interest Rate net of the Servicing Fee Rate for such Mortgage Loan, (b) the amount of the Principal Prepayment in Full for such Mortgage Loan, (c) 1/360 and (d) the number of days commencing on the first day of the calendar month in which such Remittance Date occurs and ending on the date on which such Principal Prepayment in Full was applied.

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Prepayment Interest Shortfall : With respect to any Remittance Date, the sum of, for each Mortgage Loan that was, during the portion of the Prepayment Period from the 16 ^th day of the calendar month preceding such Remittance Date to the last day of the calendar month preceding such Remittance Date, the subject of a Principal Prepayment in Full that was applied by the Servicer to reduce the outstanding principal balance of such Mortgage Loan on a date preceding the Due Date in the succeeding Prepayment Period, an amount equal to the product of (a) the Mortgage Interest Rate net of the Servicing Fee Rate for such Mortgage Loan, with respect to the Servicer’s obligation in respect of any Prepayment Interest Shortfall, or the sum of the Servicing Fee Rate and the Master Servicing Fee Rate, with respect to the Master Servicer’s obligation in respect of any Prepayment Interest Shortfall, (b) the amount of the Principal Prepayment for such Mortgage Loan, (c) 1/360 and (d) the number of days commencing on the date on which such Principal Prepayment was applied and ending on the last day of the related Prepayment Period.

Prepayment Period : With respect to any Distribution Date, (a) with respect to a Principal Prepayment in Full, the period from and including the 16th day of the month preceding the month in which such Distribution Date occurs (or, in the case of the first Distribution Date, from December 1, 2006) to and including the 15th day of the month in which such Distribution Date occurs, and (b) with respect to Principal Prepayments in part, the calendar month prior to such Distribution Date.

Prepayment Premium : Any prepayment premium, penalty or charge collected by the Servicer with respect to a Mortgage Loan from a Mortgagor in connection with any voluntary Principal Prepayment in Full pursuant to the terms of the related Mortgage Note.

Principal Prepayment : Any partial payment or other recovery of principal on a Mortgage Loan (including upon liquidation of a Mortgage Loan) which is received in advance of its scheduled Due Date, excluding any Prepayment Premium and which is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

Principal Prepayment in Full : Any Principal Prepayment made by a Mortgagor of the entire principal balance of a Mortgage Loan.

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

Private Certificates : As defined in the Preliminary Statement.

Prospectus Supplement : The Prospectus Supplement, dated December 5, 2006, relating to the Offered Certificates.

PUD : A planned unit development.

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

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

Rating Agency : Each of the Rating Agencies specified in the Preliminary Statement. If such organization or a successor is no longer in existence, "Rating Agency" shall be such nationally recognized statistical rating organization, or other comparable Person, as is designated by the Depositor, notice of which designation shall be given to the Trustee. References herein to a given rating or rating category of a Rating Agency shall mean such rating category without giving effect to any modifiers. For purposes of Section 10.05(c) , the addresses for notices to each Rating Agency shall be the address specified therefor in the definition corresponding to the name of such Rating Agency, or such other address as either such Rating Agency may hereafter furnish to the Depositor and the Servicer.

Realized Loss : With respect to any date of determination and any Liquidated Mortgage Loan, the amount, if any, by which (a) the unpaid Stated Principal Balance of such Liquidated Mortgage Loan together with accrued and unpaid interest thereon exceeds (b) the Net Liquidation Proceeds with respect thereto net of the expenses incurred by the Servicer in connection with the liquidation of such Liquidated Mortgage Loan.

Realized Loss Percentage : For purposes of the Servicer Termination Test and the Servicer Enhanced Review Test, the percentage produced by the following calculation: (i) (a) the aggregate amount of cumulative Realized Losses incurred on the Mortgage Loans since the Cut-off Date through the last day of the related Due Period, minus (b) any amount received with respect to Realized Losses on the Mortgage Loans subsequent to a Final Recovery Determination being made with respect to the Mortgage Loans, divided by (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; provided however, that for purposes of this definition, the term "Realized Losses" shall not include Debt Service Reductions or Deficient Valuations.

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Record Date : (i) With respect to the LIBOR Certificates, the close of business on the Business Day immediately preceding the related Distribution Date; provided , however , that for any Certificate issued in definitive form, the Record Date shall be the close of business on the last day of the calendar month immediately preceding the related Distribution Date (or if such day is not a Business Day, on the immediately preceding Business Day), and (ii) with respect to the Class M10 Certificates, the last day of the calendar month immediately preceding the related Distribution Date.

Reference Bank : As defined in Section 4.04 .

Regulation AB : Subpart 229.1100 — Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100 — 229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

Relevant Servicing Criteria : The Servicing Criteria applicable to the various parties, as set forth on Exhibit S attached hereto. For clarification purposes, multiple parties can have responsibility for the same Servicing Criteria.

Relief Act Interest Shortfall : With respect to any Distribution Date and any Mortgage Loan, any reduction in the amount of interest collectible on such Mortgage Loan for the most recently ended Due Period as a result of the application of the Servicemembers Civil Relief Act, as amended, or any similar state statutes.

REMIC : A "real estate mortgage investment conduit" within the meaning of Section 860D of the Code.

REMIC I Regular Interest : Any of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a regular interest in REMIC I for purposes of the REMIC Provisions. Each REMIC I Regular Interest shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto. The designations for the respective REMIC I Regular Interests are set forth in the Preliminary Statement hereto. The REMIC I Regular Interests consist of REMIC I Regular Interest I and REMIC I Regular Interest I-1-A through REMIC I Regular Interest I-72-B as designated in the Preliminary Statement.

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

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

REMIC II Overcollateralization Target Amount : 1.00% of the Overcollateralization Target Amount.

REMIC II Overcollateralized Amount : With respect to any date of determination, (i) 1.00% of the aggregate Uncertificated Balance of the REMIC II Regular Interests minus (ii) the aggregate Uncertificated Balance of the REMIC II Corresponding Marker Interests and REMIC II Regular Interest LTP, in each case as of such date of determination.

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

REMIC II Regular Interest LTAA : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LTAA shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LT1-A1 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LT1-A1 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LT2-A1 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LT2-A1 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LT2-A2 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in

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REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LT2-A2 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LT2-A3 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LT2-A3 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LT2-A4 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LT2-A4 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

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

REMIC II Regular Interest LTM1 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LTM1 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTM2 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LTM2 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

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

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accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTM4 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LTM4 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTM5 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LTM5 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTM6 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LTM6 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTM7 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LTM7 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTM8 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LTM8 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTM9 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in

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REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LTM9 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTM10 : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LTM10 shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTP : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LTP shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTZZ : One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II for purposes of the REMIC Provisions. REMIC II Regular Interest LTZZ shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interests : REMIC II Regular Interest LTAA, REMIC II Regular Interest LTP, REMIC Regular Interest LTIO, REMIC II Regular Interest LTZZ and the REMIC II Corresponding Marker Interests.

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

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

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

REMIC Provisions : Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through 860G of Subchapter M of

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Chapter 1 of the Code, and related provisions, and regulations promulgated thereunder, as the foregoing may be in effect from time to time as well as provisions of applicable state laws.

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

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

REO Disposition : The final sale by the Servicer of any REO Property.

REO Imputed Interest : As to any REO Property, for any period, an amount equivalent to interest (at the Mortgage Interest Rate net of the Servicing Fee Rate that would have been applicable to the related Mortgage Loan had it been outstanding) on the unpaid principal balance of the Mortgage Loan as of the date of acquisition thereof (as such balance is reduced pursuant to Section 3.15 by any income from the REO Property treated as a recovery of principal).

REO Property : A Mortgaged Property acquired by the Trust Fund through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.

Reporting Date : The 18th day of each calendar month or the immediately preceding Business Day if the 18 ^th is not a Business Day.

Reporting Servicer : As defined in Section 4.07(a)(iv)(A) .

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

Repurchase Price : With respect to any Mortgage Loan, an amount equal to the sum of (i) the unpaid principal balance of such Mortgage Loan as of the date of repurchase, (ii) unpaid and unadvanced interest on such unpaid principal balance of such Mortgage Loan at the Mortgage Interest Rate from the last date through which interest has been paid and distributed to the Trust Administrator to the date of repurchase, (iii) all unreimbursed P&I Advances and Servicing Advances and (iv) all expenses incurred by the Servicer, the Trust, the Trust Administrator, the Trustee or the NIM Insurer, if any, as the case may be, in respect of a breach or defect, including, without limitation, (a) expenses arising out of the Servicer’s, the Trust Administrator’s, the Trustee’s or the NIM Insurer’s, if any, as the case may be, enforcement of the Originator’s repurchase obligation, to the extent not included in clause (iii), and (b) any costs and damages incurred by the Trust in connection with any violation by such Mortgage Loan of any predatory lending law or abusive lending law.

Request for Release : The Request for Release submitted by the Servicer to the Trust Administrator, substantially in the form of Exhibit J .

Residual Certificates : As specified in the Preliminary Statement.

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Responsible Officer : When used with respect to the Trustee means any officer in the Corporate Trust Office with direct responsibility for the administration of this Agreement and any other officer to whom a particular matter is referred because of such officer’s knowledge of and familiarity with the particular subject; and when used with respect to the Trust Administrator means any vice president, any assistant vice president, any assistant secretary, any assistant treasurer, any associate or any other officer of the Trustee or the Trust Administrator customarily performing functions similar to those performed by any of the above designated officers who at such time shall be officers to whom, with respect to a particular matter, such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Agreement.

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

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

Sarbanes-Oxley Certification : A written certification signed by an officer of the Servicer that complies with (i) the Sarbanes-Oxley Act of 2002, as amended from time to time, and (ii) the February 21, 2003 Statement by the Staff of the Division of Corporation Finance of the Securities and Exchange Commission Regarding Compliance by Asset-Backed Issuers with Exchange Act Rules 13a-14 and 15d-14, as in effect from time to time; provided that if, after the Closing Date (a) the Sarbanes-Oxley Act of 2002 is amended, (b) the Statement referred to in clause (ii) is modified or superseded by any subsequent statement, rule or regulation of the Securities and Exchange Commission or any statement of a division thereof, or (c) any future releases, rules and regulations are published by the Securities and Exchange Commission from time to time pursuant to the Sarbanes-Oxley Act of 2002, which in any such case affects the form or substance of the required certification and results in the required certification being, in the reasonable judgment of the Servicer, materially more onerous than the form of the required certification as of the Closing Date, the Sarbanes-Oxley Certification shall be as agreed to by the Servicer and the Depositor following a negotiation in good faith to determine how to comply with any such new requirements.

Scheduled Maximum Swap Notional Amount : With respect to any Distribution Date, the amount so specified in a schedule attached to the Swap Agreement.

Scheduled Payment : The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal and/or interest on such Mortgage Loan which, unless otherwise specified herein, shall give effect to any related Debt Service Reduction and any Deficient Valuation that affects the amount of the monthly payment due on such Mortgage Loan.

Securities Act : The Securities Act of 1933, as amended.

Senior Certificates: As specified in the Preliminary Statement.

Senior Enhancement Percentage: With respect to any Distribution Date, the fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance

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of the Subordinate Certificates and the Overcollateralized Amount (which, for purposes of this definition, will not be less than zero), and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans, in each case after giving effect to distributions on that Distribution Date.

Senior Maximum Cap : With respect to any Distribution Date after the first Distribution Date, a per annum rate equal to the product of (x) the weighted average of the Adjusted Net Maximum Mortgage Rates of the Mortgage Loans in the related Loan Group, plus an amount, expressed as a per annum rate, equal to the product of (i) the Net Swap Payment made by the Swap Provider, if any, multiplied by the Group 1 Allocation Percentage or Group 2 Allocation Percentage, as applicable, divided by the aggregate Stated Principal Balance of the Mortgage Loans and (ii) 12 and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Accrual Period.

Senior Principal Distribution Amount : With respect to any Distribution Date, means the excess of (a) the aggregate Certificate Principal Balance of the Senior Certificates immediately prior to that Distribution Date over (b) the lesser of (x) 50.40% of the aggregate Stated Principal Balance of the Mortgage Loans for that Distribution Date and (y) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans for that Distribution Date over the Overcollateralization Floor.

Servicer : Fremont, and if a successor servicer is appointed hereunder, such successor servicer.

Servicer Enhanced Review Test : With respect to any Distribution Date, the Servicer will fail the Servicer Enhanced Review Test if both (i) the outstanding rating by Moody’s of Fremont as a servicer of residential Mortgage Loans is not "SQ2" or better (including any +/- designation), and (ii) the Realized Loss Percentage for the Mortgage Loans exceeds the applicable percentages set forth below:


Distribution Date Occurring In	Percentage
January 2008 through December 2008		1.50	%
January 2009 through December 2009		2.50	%
January 2010 through December 2010		3.50	%
January 2011 through December 2011		5.25	%
January 2012 through December 2012		6.75	%
January 2013 and thereafter		7.30	%

Servicer Event of Default : One or more of the events described in Section 7.01(a) .

Servicer Prepayment Payment Amounts : As defined in Section 3.07(a) .

Servicer Remittance Report : As defined in Section 4.03(d) .

Servicer Termination Test : With respect to any Distribution Date, the Servicer will fail the Servicer Termination Test if the Realized Loss Percentage for the Mortgage Loans exceeds

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the applicable percentages set forth below or such other higher amounts as set by any of the Rating Agencies with respect to such Distribution Date:


Distribution Date Occurring In	Percentage
January 2008 through December 2008		1.75	%
January 2009 through December 2009		2.75	%
January 2010 through December 2010		3.75	%
January 2011 through December 2011		5.50	%
January 2012 through December 2012		7.00	%
January 2013 and thereafter		8.00	%

Servicing Advances : The reasonable "out-of-pocket" costs and expenses (including legal fees) incurred by the Servicer in the performance of its servicing obligations in connection with a default, delinquency or other unanticipated event, including, but not limited to, the cost of (i) the preservation, restoration, inspection and protection of a Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures and litigation, in respect of a particular Mortgage Loan, (iii) the management (including reasonable fees in connection therewith) and liquidation of any REO Property, and (iv) the performance of its obligations under Sections 3.01 , 3.09 , 3.13 and 3.15 . Servicing Advances also include any reasonable "out-of-pocket" costs and expenses (including legal fees) incurred by the Servicer in connection with executing and recording instruments of satisfaction, deeds of reconveyance or Assignments of Mortgage in connection with any satisfaction or foreclosures in respect of any Mortgage Loan to the extent not recovered from the Mortgagor or otherwise payable under this Agreement. The Servicer shall not be required to make any Nonrecoverable Servicing Advances.

Servicing Criteria : The criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such may be amended from time to time.

Servicing Fee : With respect to each Mortgage Loan and any Distribution Date, an amount equal to the product of (i) one-twelfth of the Servicing Fee Rate, and (ii) the Stated Principal Balance of such Mortgage Loan as of the first day of the calendar month preceding the month in which such Distribution Date occurs. Such fee shall be payable monthly, and shall be pro rated for any portion of a month during which the Mortgage Loan is serviced by the Servicer under this Agreement. The Servicing Fee is payable solely from the interest portion (including recoveries with respect to interest from Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds and proceeds received with respect to REO Properties, to the extent permitted by Section 3.11 ) of such Scheduled Payment collected by the Servicer or as otherwise provided under Section 3.11 .

Servicing Fee Rate : With respect to each Mortgage Loan, 0.50% per annum.

Servicing File : With respect to each Mortgage Loan, the file retained by the Servicer consisting of originals or copies of all documents in the Mortgage File which are not delivered to the Trust Administrator in the Custodial File and copies of the Mortgage Loan Documents set forth in Exhibit K hereto.

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

Servicing Officer : Any officer of the Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans whose name and facsimile signature appear on a list of servicing officers furnished to the Trustee, the Master Servicer, the Trust Administrator, the Swap Administrator and the Depositor by the Servicer on the Closing Date pursuant to this Agreement, as such list may from time to time be amended.

Servicing Rights : Any and all of the following: (a) all rights and obligations to service the Mortgage Loans; (b) any compensation for servicing the Mortgage Loans; (c) any late fees, penalties or similar payments with respect to the Mortgage Loans (other than prepayment penalties); (d) all agreements or documents creating, defining or evidencing any such servicing rights to the extent they relate to such servicing rights; (e) any interest on Escrow Accounts allowed by law or other similar payments with respect to the Mortgage Loans and any amounts actually collected with respect thereto; (f) all accounts and other rights to payment related to any of the property described in this paragraph; (g) the right to possess and use any and all servicing files, servicing records, data tapes, computer records, or other information pertaining to the Mortgage Loans to the extent relating to the past, present or prospective servicing of th