POOLING AND SERVICING AGREEMENT

Exhibit 4.1

EXECUTION COPY

FREMONT MORTGAGE SECURITIES CORPORATION,

as Depositor,

FREMONT INVESTMENT & LOAN,

as Originator and Servicer,

WELLS FARGO BANK, N.A.,

as Master Servicer and Trust Administrator,

and

HSBC BANK USA, NATIONAL ASSOCIATION,

as Trustee

POOLING AND SERVICING AGREEMENT

Dated as of July 1, 2005

FREMONT HOME LOAN TRUST 2005-C

MORTGAGE-BACKED CERTIFICATES,
SERIES 2005-C

TABLE OF CONTENTS

     THIS POOLING AND SERVICING AGREEMENT, dated as of July 1, 2005, among FREMONT MORTGAGE SECURITIES CORPORATION, as depositor (the “ Depositor ”), FREMONT INVESTMENT & LOAN, as originator and servicer (the “ Originator ” and the “ Servicer ”, as applicable; and together “ Fremont ”), and WELLS FARGO BANK, N.A., as master servicer and trust administrator (the “ Master Servicer ” and “ Trust Administrator ” in such capacities, respectively), and HSBC BANK USA, NATIONAL ASSOCIATION, as trustee (the “ Trustee ”),

W I T N E S S E T H :

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

PRELIMINARY STATEMENT

     The Issuer intends to sell pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund created hereunder. The Certificates will consist of twenty-two Classes of Certificates, designated as (i) the Class 1-A-1 and Class 1-A-2 Certificates, (ii) the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, (iii) the Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8 and Class M9 Certificates, (iv) the Class B1, Class B2 and Class B3 Certificates, (iv) the Class C Certificates, (v) the Class P Certificates and (vi) the Class R and Class RX Certificates. The descriptions of REMIC I, REMIC II, REMIC III and REMIC IV that follow are part of the Preliminary Statement. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections described below.

REMIC I

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

     The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I Interests.

REMIC II

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

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

REMIC III

     As provided herein, the Trust Administrator shall make an election to treat the segregated pool of assets consisting of the Class C Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III.” The Class RX-III Interest represents the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions.

     The following table sets forth (or describes) the Class designation, Pass-Through Rate and Initial Class Certificate Balance for the Class C Certificates that represents a “regular interest” in REMIC III created hereunder:

REMIC IV

     As provided herein, the Trust Administrator shall make an election to treat the segregated pool of assets consisting of the Class P Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC IV.” The Class RX-IV Interest represents the sole class of “residual interests” in REMIC IV for purposes of the REMIC Provisions.

     The following table sets forth (or describes) the Class designation, Pass-Through Rate and initial Class Certificate Balance for the Class P Certificates that represents a “regular interest” in REMIC IV created hereunder:

     The minimum denomination for each Class of the Offered Certificates will be $25,000, with integral multiples of $1 in excess thereof except that one Certificate in each Class may be issued in a different amount. The minimum denomination for (a) each of the Class B3 Certificates will be $50,000, with integral multiples of $1 in excess thereof except that one Certificate in each Class may be issued in a different amount, (b) each of the Class P, Class R and Class RX Certificates will be a 100% Percentage Interest in such Class and (c) the Class C Certificates will be a 10% Percentage Interest in such Class.

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

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:

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

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

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

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

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

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

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

      Advance : Any P&I Advance or Servicing Advance.

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

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

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

      Affiliate : With respect to any Person, any other Person controlling, controlled by or under common control with such first Person. For the purposes of this definition, “control” means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

      Agreement : This Pooling and Servicing Agreement and all amendments or supplements hereto.

      Applied Class 1-A-2 Realized Loss Amount : With respect to any Distribution Date on or after the date on which the Certificate Balances of the Subordinated Certificates have been reduced to zero, the lesser of (i) the amount, if any, by which the aggregate Class Certificate Balance of the Class 1-A-2 Certificates after distributions of principal on such Distribution Date exceeds the aggregate Stated Principal Balance of the Group 1 Mortgage Loans for such Distribution Date and (ii) the Class Certificate Balance of the Class 1-A-2 Certificates after distributions of principal on such Distribution Date.

      Applied Realized Loss Amount : With respect to any Distribution Date, the amount, if any, by which the aggregate Class Certificate Balance of the LIBOR Certificates after distributions of principal on such Distribution Date exceeds the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date.

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

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

      Available Funds : With respect to any Distribution Date and the Mortgage Loans to the extent received by the Trust Administrator (x) the sum of (i) all scheduled installments of interest (net of the related Expense Fees) and principal due on the Due Date on such Mortgage Loans in the related Due Period and received on or prior to the related Determination Date, together with any P&I Advances in respect thereof; (ii) all Condemnation Proceeds, Insurance Proceeds and Liquidation Proceeds during the related Prepayment Period (in each case, net of unreimbursed expenses incurred in connection with a liquidation or foreclosure and unreimbursed Advances, if

any); (iii) all partial or full prepayments on the Mortgage Loans received during the related Prepayment Period together with all Compensating Interest thereon and any amounts paid by the Servicer or Master Servicer in respect of Prepayment Interest Shortfalls for such Distribution Date pursuant to Sections 3.25 and 3A.12, respectively (excluding in each case Prepayment Premiums and any Prepayment Interest Excess); (iv) any Subsequent Recoveries, and (v) amounts received with respect to such Distribution Date as the Substitution Adjustment Amount or purchase price in respect of a Deleted Mortgage Loan or a Mortgage Loan repurchased by the Originator or the Depositor as of such Distribution Date; reduced by (y) amounts in reimbursement for P&I Advances and Servicing Advances previously made with respect to the Mortgage Loans and other amounts to which the Servicer, the Master Servicer, the Depositor, the Trust Administrator or the Trustee (or co-trustee) are entitled to be paid or reimbursed pursuant to this Agreement.

      Base Rate : For any Distribution Date and any Class of LIBOR Certificates, the sum of (i) one-month LIBOR plus (ii) the related Pass-Through Margin.

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

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

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

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

      Certificate Balance : With respect to any Class of Certificates, other than the Class C, Class R or Class RX Certificates, at any date, the maximum dollar amount of principal to which the Holder thereof is then entitled hereunder, such amount being equal to the Denomination thereof minus all distributions of principal previously made with respect thereto and in the case of the Subordinate Certificates, reduced by any Applied Realized Loss Amounts applicable to such Class or in the case of any Class 1-A-2 Certificates, reduced by any Applied Class 1-A-2 Realized Loss Amounts; provided, however, that the Certificate Balances of the Subordinate Certificates then outstanding will be increased in direct order of seniority by the amount of any Subsequent Recoveries distributed to any Class senior to such Class. With respect to the Class C Certificate and any Distribution Date, an amount equal to the REMIC II Uncertificated Principal Balance of the Class C Interest. The Class R or Class RX Certificates will not have a Certificate Balance.

      Certificate Interest Rate : With respect to each Distribution Date during the Interest Accrual Period and each Class of LIBOR Certificates and the Class C Certificates, the related Pass-Through Rate.

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

      Certificate Register : The register maintained pursuant to Section 5.02.

      Certificate Registrar : The registrar appointed pursuant to Section 5.02.

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

      Class : All Certificates bearing the same Class designation as set forth in the Preliminary Statement.

      Class A Certificates : Any of the Class 1-A Certificates and the Class 2-A Certificates, as applicable.

      Class 1-A Certificates : Any of the Class 1-A-1 Certificates and the Class 1-A-2 Certificates, as applicable.

      Class 1-A-1 Certificates : All Certificates bearing the Class designation of “Class 1-A-1 Certificates” representing the right to distributions as set forth herein and therein and representing a regular interest in REMIC II for purposes of the REMIC Provisions.

      Class 1-A-2 Certificates : All Certificates bearing the Class designation of “Class 1-A-2 Certificates” representing the right to distributions as set forth herein and therein and representing a regular interest in REMIC II for the purposes of the REMIC Provisions.

      Class 2-A Certificates : Any of the Class 2-A-1 Certificates, Class 2-A-2 Certificates, Class 2-A-3 Certificates and the Class 2-A-4 Certificates, as applicable.

      Class 2-A-1 Certificates : All Certificates bearing the Class designation of “Class 2-A-1 Certificates” representing the right to distributions as set forth herein and therein and representing a regular interest in REMIC II for purposes of the REMIC Provisions.

      Class 2-A-2 Certificates : All Certificates bearing the Class designation of “Class 2-A-2 Certificates” representing the right to distributions as set forth herein and therein and representing a regular interest in REMIC II for purposes of the REMIC Provisions.

      Class 2-A-3 Certificates : All Certificates bearing the Class designation of “Class 2-A-3 Certificates” representing the right to distributions as set forth herein and therein and representing a regular interest in REMIC II for purposes of the REMIC Provisions.

      Class 2-A-4 Certificates : All Certificates bearing the Class designation of “Class 2-A-4 Certificates” representing the right to distributions as set forth herein and therein and representing a regular interest in REMIC II for purposes of the REMIC Provisions.

      Class B1 Certificates : All Certificates bearing the Class designation of “Class B1 Certificates” representing the right to distributions as set forth herein and therein and representing a regular interest in REMIC II for purposes of the REMIC Provisions.

      Class B1 Principal Distribution Amount : With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Balance of the Senior Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Balance of the Class M1 Certificates (after taking into account the distribution of the Class M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Balance of the Class M2 Certificates (after taking into account the distribution of the Class M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Balance of the Class M3 Certificates (after taking into account the distribution of the Class M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Balance of the Class M4 Certificates (after taking into account the distribution of the Class M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Balance of the Class M5 Certificates (after taking into account the distribution of the Class M5 Principal Distribution Amount on such Distribution Date), (vii) the aggregate Certificate Balance of the Class M6 Certificates (after taking into account the distribution of the Class M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate Certificate Balance of the Class M7 Certificates (after taking into account the distribution of the Class M7 Principal Distribution Amount on such Distribution Date), (ix) the aggregate Certificate Balance of the Class M8 Certificates (after taking into account the distribution of the Class M8 Principal Distribution Amount on such Distribution Date), (x) the aggregate Certificate Balance of the Class M9 Certificates (after taking into account the distribution of the Class M9 Principal Distribution Amount on such Distribution Date) and (xi) the aggregate Certificate Balance of the Class B1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 91.30% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor Amount.

      Class B2 Certificates : All Certificates bearing the Class designation of “Class B2 Certificates” representing the right to distributions as set forth herein and therein and representing a regular interest in REMIC II for purposes of the REMIC Provisions.

      Class B2 Principal Distribution Amount : With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Balance of the Senior Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Balance of the Class M1 Certificates (after taking into account the distribution of the Class M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Balance of the Class M2 Certificates (after taking into account the distribution of the Class M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Balance of the Class M3 Certificates (after taking into account the distribution of the Class M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Balance of the Class M4 Certificates (after taking into account the distribution of the Class M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Balance of the Class M5 Certificates (after taking into account the distribution of the Class M5 Principal Distribution Amount on such Distribution Date), (vii) the aggregate Certificate Balance of the Class M6 Certificates (after taking into account the distribution of the Class M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate Certificate Balance of the Class M7 Certificates (after taking into account the distribution of the Class M7 Principal Distribution Amount on such Distribution Date), (ix) the aggregate Certificate Balance of the Class M8 Certificates (after taking into account the distribution of the Class M8 Principal Distribution Amount on such Distribution Date), (x) the aggregate Certificate Balance of the Class M9 Certificates (after taking into account the distribution of the Class M9 Principal Distribution Amount on such Distribution Date), (xi) the aggregate Certificate Balance of the Class B1 Certificates (after taking into account the distribution of the Class B1 Principal Distribution Amount on such Distribution Date) and (xii) the aggregate Certificate Balance of the Class B2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 93.90% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor Amount.

      Class B3 Certicates : All Certificates bearing the Class designation of “Class B3 Certificates” representing the right to distributions as set forth herein and therein and representing a regular interest in REMIC II for purposes of the REMIC Provisions.

      Class B3 Principal Distribution Amount : With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Balance of the Senior Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Balance of the Class M1 Certificates (after taking into account the distribution of the Class M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Balance of the Class M2 Certificates (after taking into account the distribution of the Class M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Balance of the Class M3 Certificates (after taking into account the distribution of the Class M3 Principal Distribution Amount on such

Distribution Date), (v) the aggregate Certificate Balance of the Class M4 Certificates (after taking into account the distribution of the Class M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Balance of the Class M5 Certificates (after taking into account the distribution of the Class M5 Principal Distribution Amount on such Distribution Date), (vii) the aggregate Certificate Balance of the Class M6 Certificates (after taking into account the distribution of the Class M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate Certificate Balance of the Class M7 Certificates (after taking into account the distribution of the Class M7 Principal Distribution Amount on such Distribution Date), (ix) the aggregate Certificate Balance of the Class M8 Certificates (after taking into account the distribution of the Class M8 Principal Distribution Amount on such Distribution Date), (x) the aggregate Certificate Balance of the Class M9 Certificates (after taking into account the distribution of the Class M9 Principal Distribution Amount on such Distribution Date), (xi) the aggregate Certificate Balance of the Class B1 Certificates (after taking into account the distribution of the Class B1 Principal Distribution Amount on such Distribution Date), (xii) the aggregate Certificate Balance of the Class B2 Certificates (after taking into account the distribution of the Class B2 Principal Distribution Amount on such Distribution Date) and (xiii) the aggregate Certificate Balance of the Class B3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 97.40% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor Amount.

      Class C Certificates : All Certificates bearing the Class designation of “Class C Certificates” representing the right to distributions as set forth herein and therein and representing a regular interest in REMIC III for purposes of the REMIC Provisions.

      Class C Interest : An uncertificated interest in the Trust Fund held by the Trustee on behalf of the holders of the Class C Certificate and representing the right to distributions as set forth herein and evidencing a regular interest in REMIC II for purposes of the REMIC Provisions.

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

      Class C Distributable Amount : With respect to the Class C Interest and any Distribution Date, the sum of (i) the interest accrued on such Class C Interest at its Pass-Through Rate calculated on its Notional Amount less the amount (without duplication) of any Net WAC Rate Carryover Payments paid pursuant to Section 4.02(a)(iii) and less the amount applied as an Extra Principal Distribution Amount on such Distribution Date, (ii) any amount of the REMIC II Uncertificated Principal Balance of the Class C Interest 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)(Q) and

(R). With respect to the Class C Certificate, 100% of the amount distributed to the Class C Interest.

      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 an interest in REMIC II for purposes of the REMIC Provisions.

      Class M1 Principal Distribution Amount : With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Balance of the Senior Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date) and (ii) the aggregate Certificate Balance of the Class M1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 61.40% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor Amount.

      Class 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 a regular interest in REMIC II for purposes of the REMIC Provisions.

      Class M2 Principal Distribution Amount : With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Balance of the Senior Certificates (after taking into account the distribution of Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Balance of the Class M1 Certificates (after taking into account the distribution of the Class M1 Principal Distribution Amount on such Distribution Date) and (iii) the aggregate Certificate Balance of the Class M2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 67.40% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor Amount.

      Class M3 Certificates : All Certificates bearing the Class designation of “Class M3 Certificates” representing the right to distributions as set forth herein and therein and representing a regular interest in REMIC II for purposes of the REMIC Provisions.

      Class M3 Principal Distribution Amount : With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Balance of the Senior Certificates (after

taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Balance of the Class M1 Certificates (after taking into account the distribution of the Class M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Balance of the Class M2 Certificates (after taking into account the distribution of the Class M2 Principal Distribution Amount on such Distribution Date) and (iv) the Certificate Balance of the Class M3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 71.10% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor Amount.

      Class M4 Certificates : All Certificates bearing the Class designation of “Class M4 Certificates” representing the right to distributions as set forth herein and therein and representing a regular interest in REMIC II for purposes of the REMIC Provisions.

      Class M4 Principal Distribution Amount : With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Balance of the Senior Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Balance of the Class M1 Certificates (after taking into account the distribution of the Class M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Balance of the Class M2 Certificates (after taking into account the distribution of the Class M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Balance of the Class M3 Certificates (after taking into account the distribution of the Class M3 Principal Distribution Amount on such Distribution Date) and (v) the aggregate Certificate Balance of the Class M4 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 74.80% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor Amount.

      Class 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 a regular interest in REMIC II for purposes of the REMIC Provisions.

      Class M5 Principal Distribution Amount : With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Balance of the Senior Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such

Distribution Date), (ii) the aggregate Certificate Balance of the Class M1 Certificates (after taking into account the distribution of the Class M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Balance of the Class M2 Certificates (after taking into account the distribution of the Class M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Balance of the Class M3 Certificates (after taking into account the distribution of the Class M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Balance of the Class M4 Certificates (after taking into account the distribution of the Class M4 Principal Distribution Amount on such Distribution Date) and (vi) the aggregate Certificate Balance of the Class M5 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 78.40% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor Amount.

      Class 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 a regular interest in REMIC II for purposes of the REMIC Provisions.

      Class M6 Principal Distribution Amount : With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Balance of the Senior Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Balance of the Class M1 Certificates (after taking into account the distribution of the Class M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Balance of the Class M2 Certificates (after taking into account the distribution of the Class M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Balance of the Class M3 Certificates (after taking into account the distribution of the Class M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Balance of the Class M4 Certificates (after taking into account the distribution of the Class M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Balance of the Class M5 Certificates (after taking into account the distribution of the Class M5 Principal Distribution Amount on such Distribution Date) and (vii) the aggregate Certificate Balance of the Class M6 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 81.50% 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 Amount.

      Class M7 Certificates : All Certificates bearing the Class designation of “Class M7 Certificates” representing the right to distributions as set forth herein and therein and representing a regular interest in REMIC II for purposes of the REMIC Provisions.

      Class M7 Principal Distribution Amount : With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Balance of the Senior Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Balance of the Class M1 Certificates (after taking into account the distribution of the Class M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Balance of the Class M2 Certificates (after taking into account the distribution of the Class M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Balance of the Class M3 Certificates (after taking into account the distribution of the Class M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Balance of the Class M4 Certificates (after taking into account the distribution of the Class M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Balance of the Class M5 Certificates (after taking into account the distribution of the Class M5 Principal Distribution Amount on such Distribution Date), (vii) the aggregate Certificate Balance of the Class M6 Certificates (after taking into account the distribution of the Class M6 Principal Distribution Amount on such Distribution Date) and (viii) the aggregate Certificate Balance of the Class M7 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 84.70% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor Amount.

      Class 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 a regular interest in REMIC II for purposes of the REMIC Provisions.

      Class M8 Principal Distribution Amount : With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Balance of the Senior Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Balance of the Class M1 Certificates (after taking into account the distribution of the Class M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Balance of the Class M2 Certificates (after taking into account the distribution of the Class M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Balance of the Class M3 Certificates (after taking into account the distribution of the Class M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Balance of the Class M4 Certificates (after taking into account the distribution of the Class M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Balance of the Class M5 Certificates (after taking into account the distribution of the Class M5 Principal Distribution Amount on such

Distribution Date), (vii) the aggregate Certificate Balance of the Class M6 Certificates (after taking into account the distribution of the Class M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate Certificate Balance of the Class M7 Certificates (after taking into account the distribution of the Class M7 Principal Distribution Amount on such Distribution Date) and (ix) the aggregate Certificate Balance of the Class M8 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 87.30% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor Amount.

      Class 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 a regular interest in REMIC II for purposes of the REMIC Provisions.

      Class M9 Principal Distribution Amount : With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Balance of the Senior Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Balance of the Class M1 Certificates (after taking into account the distribution of the Class M1 Principal Distribution Amount on such Distribution Date), (iii) the aggregate Certificate Balance of the Class M2 Certificates (after taking into account the distribution of the Class M2 Principal Distribution Amount on such Distribution Date), (iv) the aggregate Certificate Balance of the Class M3 Certificates (after taking into account the distribution of the Class M3 Principal Distribution Amount on such Distribution Date), (v) the aggregate Certificate Balance of the Class M4 Certificates (after taking into account the distribution of the Class M4 Principal Distribution Amount on such Distribution Date), (vi) the aggregate Certificate Balance of the Class M5 Certificates (after taking into account the distribution of the Class M5 Principal Distribution Amount on such Distribution Date), (vii) the aggregate Certificate Balance of the Class M6 Certificates (after taking into account the distribution of the Class M6 Principal Distribution Amount on such Distribution Date), (viii) the aggregate Certificate Balance of the Class M7 Certificates (after taking into account the distribution of the Class M7 Principal Distribution Amount on such Distribution Date), (ix) the aggregate Certificate Balance of the Class M8 Certificates (after taking into account the distribution of the Class M8 Principal Distribution Amount on such Distribution Date) and (x) the aggregate Certificate Balance of the Class M9 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 89.30% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and

unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor Amount.

      Class P Certificates : All Certificates bearing the Class designation of “Class P Certificates” representing the right to distributions as set forth herein and therein and representing a regular interest in REMIC IV for purposes of the REMIC Provisions.

      Class P Interest : An uncertificated interest in the Trust Fund held by the Trustee on behalf of the holders of the Class P Certificate representing the right to distributions as set forth herein and evidencing a regular interest in REMIC II for purposes of the REMIC Provisions.

      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 and REMIC II for purposes of the REMIC Provisions. The Class R Certificate represents the ownership of the Class R-I Interest and the Class R-II Interest.

      Class RX Certificates : All Certificates bearing the Class designation of “Class RX Certificates” and evidencing the ownership of the “residual interest” in each of REMIC III and REMIC IV for purposes of the REMIC Provisions. The Class RX Certificate represents the ownership of the Class RX-III Interest and the Class RX-IV 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 RX-III Interest : The residual interest in REMIC III for purposes of the REMIC Provisions.

      Class RX-IV Interest : The residual interest in REMIC IV for purposes of the REMIC Provisions.

      Closing Date : July 14, 2005.

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

      Collection Account : As defined in Section 3.10.

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

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

      Corporate Trust Office . The designated office of the Trustee or the Trust Administrator, as the case may be, at which at any particular time its corporate trust business with respect to this Agreement is administered, which office at the date of the execution of this Agreement is located at (i) with respect to the Trustee, HSBC Bank USA, National Association, 452 Fifth Avenue, New York, New York 10018, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Servicer, the Master Servicer, the Originator and the Trust Administrator, or (ii) with respect to the Trust Administrator, (A) for certificate transfer purposes, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services-Fremont 2005-C, (B) for matters relating to the Custodial Files, 24 Executive Park, Suite 100, Irvine, California 92614, Attention: Fremont 2005-C, and (C) for all other purposes, 9062 Old Annapolis Road, Columbia, Maryland 21045 Attn: Client Manager-Fremont 2005-C, facsimile no. (410) 715-2380 and which is the address to which notices to and correspondence with the Trust Administrator should be directed.

      Corridor Agreement : The corridor agreement, dated as of July 14, 2005, between the Trustee, on behalf of the Issuer, and the Counterparty, having an initial notional amount of $1,013,866,867.

      Corridor Agreement Payments : The payments made to, and received by, the Trust Administrator, on behalf of the Issuer, under the Corridor Agreement..

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

With respect to the Class C Interest and the Class P Interest, the Class C Certificates and the Class P Certificates, respectively.

      Counterparty : The Royal Bank of Scotland plc, and its successors in interest.

      Credit Enhancement Percentage : With respect to any Distribution Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Class Certificate Balance of the Subordinate Certificates and (ii) the Overcollateralized Amount (in each case after taking into account the distributions of the Principal Distribution Amount for such Distribution Date) by (y) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date.

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

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

      Cut-off Date : With respect to each Mortgage Loan (other than a Substitute Mortgage Loan), July 1, 2005. With respect to all Substitute Mortgage Loans, their respective dates of

substitution. References herein to the “Cut-off Date,” when used with respect to more than one Mortgage Loan, shall be to the respective Cut-off Dates for such Mortgage Loans.

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

      Data Tape Information : The information provided by the Originator as of the Cut-off Date to the Depositor setting forth the following information with respect to each Mortgage Loan: (1) the Originator’s Mortgage Loan identifying number; (2) the Mortgagor’s name; (3) the street address of the Mortgaged Property including the city, state and zip code; (4) a code indicating whether the Mortgaged Property is owner-occupied, a second home or investment property; (5) the number and type of residential units constituting the Mortgaged Property (i.e., a single family residence, a 2-4 family residence, a unit in a condominium project or a unit in a planned unit development, manufactured housing); (6) the original months to maturity or the remaining months to maturity from the Cut-off Date, in any case based on the original amortization schedule and, if different, the maturity expressed in the same manner but based on the actual amortization schedule; (7) the Loan-to-Value Ratio at origination; (8) the Mortgage Interest Rate as of the Cut-off Date; (9) the date on which the Scheduled Payment was due on the Mortgage Loan and, if such date is not consistent with the Due Date currently in effect, such Due Date; (10) the stated maturity date; (11) the amount of the Scheduled Payment as of the Cut-off Date; (12) the last payment date on which a Scheduled Payment was actually applied to pay interest and, if applicable, the outstanding principal balance; (13) the original principal amount of the Mortgage Loan; (14) the principal balance of the Mortgage Loan as of the close of business on the Cut-off Date, after deduction of payments of principal due and collected on or before the Cut-off Date; (15) with respect to Adjustable Rate Mortgage Loans, the Adjustment Date; (16) with respect to Adjustable Rate Mortgage Loans, the Gross Margin; (17) with respect to Adjustable Rate Mortgage Loans, the Lifetime Rate Cap under the terms of the Mortgage Note; (18) with respect to Adjustable Rate Mortgage Loans, a code indicating the type of Index; (19) with respect to Adjustable Rate Mortgage Loans, the Periodic Mortgage Interest Rate Cap under the terms of the Mortgage Note; (20) the type of Mortgage Loan (i.e., fixed rate, adjustable rate, first lien); (21) a code indicating the purpose of the loan (i.e., purchase, rate and term refinance, equity take-out refinance); (22) a code indicating the documentation style (i.e., full documentation, easy documentation or stated income); (23) the loan credit classification (as described in the Underwriting Guidelines); (24) whether such Mortgage Loan provides for a Prepayment Premium; (25) the Prepayment Premium period of such Mortgage Loan, if applicable; (26) a description of the Prepayment Premium, if applicable; (27) the Mortgage Interest Rate as of origination; (28) the credit risk score at origination; (29) the date of origination; (30) the Mortgage Interest Rate adjustment period; (31)the Minimum Mortgage Interest Rate; (32) the Mortgage Interest Rate calculation method (i.e., 30/360, simple interest, other); (33) a code indicating whether the Mortgage Loan is a High Cost Mortgage Loan; (34) a code indicating whether the Mortgage Loan has been modified; (35) the current Loan-to-Value Ratio; (36) [Reserved]; (37) the Due Date for the first Scheduled Payment; (38) the original Scheduled Payment due; (39) with respect to the related Mortgagor, the debt-to-income ratio; (40) the Appraised Value of the Mortgaged Property; (41) the sales price of the Mortgaged Property if the Mortgage Loan was originated in connection with the purchase of the Mortgaged Property; (42) the MERS identification number; and (43) a code indicating if a Mortgage Loan is

a 30-Day Delinquency. With respect to the Mortgage Loans in the aggregate: (1) the number of Mortgage Loans; (2) the current aggregate outstanding principal balance of the Mortgage Loans; (3) the weighted average Mortgage Interest Rate of the Mortgage Loans; and (4) the weighted average maturity of the Mortgage Loans.

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

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

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

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

      Delinquency Rate : With respect to any month, the quotient (expressed as a percentage) of (1) the Stated Principal Balance of the 60+ Day Delinquent Mortgage Loans, divided by (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related month.

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

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

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

      Depository Institution : Any depository institution or trust company, including the Trustee, that (a) is incorporated under the laws of the United States of America or any State thereof, (b) is subject to supervision and examination by federal or state banking authorities and (c) has outstanding unsecured commercial paper or other short-term unsecured debt obligations that are rated P-1 by Moody’s and A-1 by Standard & Poor’s.

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

      Determination Date : With respect to each Distribution Date, the 18 ^th of the calendar month in which such Distribution Date occurs or, if such day is not a Business Day, the immediately preceding Business Day.

      Distribution Account : The separate Eligible Account created and maintained by the Trust Administrator pursuant to Section 3.27(b) in the name of the Trust Administrator for the benefit of the Certificateholders and designated “Wells Fargo Bank, N.A. in trust for registered holders of Fremont Home Loan Trust 2005-C Mortgage-Backed Certificates, Series 2005-C.” 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 August, 2005.

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

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

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

      Eligible Account : Either (i) an account maintained with a federal or state chartered depository institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is a subsidiary of a holding company, the short-term unsecured debt obligations of such holding company) are rated A-1 by Standard & Poor’s and P-1 by Moody’s (and a comparable rating if another Rating Agency is specified by the Depositor by written notice to the Servicer) at the time any amounts are held on deposit therein, (ii) a trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity or (iii) any other account acceptable to each Rating Agency. Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee.

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

      ERISA-Qualifying Underwriting : A best efforts or firm commitment underwriting or private placement that meets the requirements of Prohibited Transaction Exemption (“PTE”) 2002-41, 67 Fed. Reg. 54487 (2002) (or any successor thereto), or any substantially similar administrative exemption granted by the U.S. Department of Labor.

      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 excess if any, of (i) the interest collected on the Mortgage Loans received by the Servicer on or prior to the related Determination Date or advanced by the Servicer for the related Remittance Date (net of Expense Fees) over (ii) the sum of the amounts payable to the Classes of Certificates on such Distribution Date pursuant to Section 4.02(a)(i).

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

      Exchange Act : The Securities Exchange Act of 1934, as amended.

      Expense Fee Rate : As to each Mortgage Loan, a per annum rate equal to the sum of the Servicing Fee Rate, the Master Servicing Fee Rate and the Trust Administration Fee Rate.

      Expense Fees : As to each Mortgage Loan, the sum of the Servicing Fee, the Master Servicing Fee and the Trust Administration Fee.

      Extra Principal Distribution Amount : As of any Distribution Date, the lesser of (x) the Excess Cashflow for such Distribution Date and (y) the related Overcollateralization Deficiency for such Distribution Date.

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

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

      Final Scheduled Distribution Date : The Final Scheduled Distribution Date for each Class of Certificates is the Distribution Date occurring in July 2035.

      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.

      Formula Rate : With respect to each Class of LIBOR Certificates, the lesser of the related Base Rate for such Class and the Maximum Cap Rate.

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

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

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

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

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

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

      Group 1 Senior Principal Distribution Amount : An amount equal to the excess of (x) the aggregate Certificate Balance of the Class 1-A Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 50.90% and (ii) the aggregate Stated Principal Balance of the Group 1 Mortgage Loans as of the last day of the related Due Period (after giving effect to Scheduled Payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group 1 Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $3,103,604.

      Group 1 Sequential Trigger Event : With respect to any Distribution Date, a Group 1 Sequential Trigger Event exists if (1) before August 2007, the quotient (expressed as a percentage) of (x) the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Prepayment Period divided by (y) the Cut-off Date Pool Principal Balance, exceeds 1.75%, or (2) between August 2007 and August 2008 the Realized Loss percentage exceeds the amount specified in Section (ii) of Trigger Event or (3) if, on or after August 2008, a Trigger Event is in effect.

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

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

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

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

      Group 2 Senior Principal Distribution Amount : An amount equal to the excess of (x) the aggregate Certificate Balance of the Class 2-A Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 50.90% and (ii) the aggregate Stated Principal Balance of the Group 2 Mortgage Loans as of the last day of the related Due Period (after giving effect to Scheduled Payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group 2 Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $2,060,023.

      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.

      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 : $13,425,311.77.

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

      Insurance Proceeds : With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the related Mortgaged Property.

      Interest Accrual Period : With respect to each Class of LIBOR Certificates and any Distribution Date, the period commencing on the Distribution Date occurring in the month preceding the month in which the current Distribution Date occurs and ending on the day immediately preceding the current Distribution Date (or, in the case of the first Distribution Date, the period from and including the Closing Date to but excluding such first Distribution Date). For purposes of computing interest accruals on each Class of LIBOR Certificates, each Interest Accrual Period has the actual number of days in such month and each year is assumed to have 360 days. For purposes of computing interest accruals on the REMIC I Regular Interests, the Class C Interest and the Class C Certificates each Interest Accrual Period will be the prior calendar month, and each such month is assumed to have 30 days and each year is assumed to have 360 days.

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

      Issuer : Fremont Home Loan Trust 2005-C,

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

      LIBOR : With respect to any Interest Accrual Period for the LIBOR Certificates, the rate determined by the Trust Administrator on the related LIBOR Determination Date on the basis of the offered rate for one-month U.S. dollar deposits as such rate appears on Telerate Page 3750 as of 11:00 a.m. (London time) on such date; provided , that if such rate does not appear on Telerate Page 3750, the rate for such date will be determined on the basis of the rates at which one-month U.S. dollar deposits are offered by the Reference Banks at approximately 11:00 a.m. (London time) on such date to prime banks in the London interbank market. In such event, the Trust

Administrator will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations (rounded upwards if necessary to the nearest whole multiple of 1/16%). If fewer than two quotations are provided as requested, the rate for that date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Trust Administrator (after consultation with the Depositor), at approximately 11:00 a.m. (New York City time) on such date for one-month U.S. dollar loan to leading European banks.

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

      Lifetime Rate Cap : The provision of each Mortgage Note related to an Adjustable Rate Mortgage Loan which provides for an absolute maximum Mortgage Interest Rate thereunder. The Mortgage Interest Rate during the terms of each Adjustable Rate Mortgage Loan shall not at any time exceed the Mortgage Interest Rate at the time of origination of such Adjustable Rate Mortgage Loan by more than the amount per annum set forth on the Mortgage Loan Schedule.

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

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

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

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

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

(b) if the Mortgage Loan was a refinancing or modification, the Appraisal Value of the Mortgaged Property at the time of the refinancing or modification.

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

      Marker Rate : With respect to the Class C Interest and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC I Pass-Through Rates for REMIC I Regular Interest LT1A1, REMIC I Regular Interest LT1A2, REMIC I Regular Interest LT2A1, REMIC I Regular Interest LT2A2, REMIC I Regular Interest LT2A3, REMIC I Regular Interest LT2A4, REMIC I Regular Interest LTM1, REMIC I Regular Interest LTM2, REMIC I Regular Interest LTM3, REMIC I Regular Interest LTM4, REMIC I Regular Interest LTM5, REMIC I Regular Interest LTM6, REMIC I Regular Interest LTM7, REMIC I Regular Interest LTM8, REMIC I Regular Interest LTM9, REMIC I Regular Interest LTB1, REMIC I Regular Interest LTB2, REMIC I Regular Interest LTB3 and REMIC I Regular Interest LTZZ, (i) with the rate on each such REMIC I Regular Interest (other than REMIC I Regular Interest LTZZ) subject to a cap equal to the lesser of (a) the Base Rate of its Corresponding Class and (b) the Net WAC Rate for the purposes of this calculation and (ii) with the rate on REMIC I 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 I Pass-Through Rate and the related caps with respect to each such REMIC I Regular Interest (other than REMIC I Regular Interest LTZZ) shall be multiplied by a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 30.

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

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

      Master Servicing Fee : With respect to the Mortgage Loans and for any calendar month, an amount, payable as provided in Section 3A.09, equal to the Master Servicing Fee Rate accrued for one month on the same principal amount on which interest on each Mortgage Loan accrues for such calendar month.

      Master Servicing Fee Rate : 0.005% per annum; provided, 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 0.00% 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 Rate : A per annum rate equal to (a) the weighted average of the Adjusted Net Maximum Mortgage Interest Rates then in effect at the beginning of the related Due Period on the Mortgage Loans (adjusted for Prepayments during such Due Period that were distributed on the Distribution Date falling within such Due Period), multiplied by (b) 30 divided by the actual number of days in the related Interest Accrual Period.

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

      Maximum LTZZ Uncertificated Accrued Interest Deferral Amount : With respect to any Distribution Date, the excess of (a) accrued interest at the Uncertificated REMIC I Pass-Through Rate applicable to REMIC I Regular Interest LTZZ for such Distribution Date on a balance equal to the Uncertificated Principal Balance of REMIC I Regular Interest LTZZ minus the REMIC I Overcollateralized Amount, in each case for such Distribution Date, over (b) REMIC I Regular Interest LT1A1, REMIC I Regular Interest LT1A2, REMIC I Regular Interest LT2A1, REMIC I Regular Interest LT2A2, REMIC I Regular Interest LT2A3, REMIC I Regular Interest LT2A4, REMIC I Regular Interest LTM1, REMIC I Regular Interest LTM2, REMIC I Regular Interest LTM3, REMIC I Regular Interest LTM4, REMIC I Regular Interest LTM5, REMIC I Regular Interest LTM6, REMIC I Regular Interest LTM7, REMIC I Regular Interest LTM8, REMIC I Regular Interest LTM9, REMIC I Regular Interest LTB1, REMIC I Regular Interest LTB2 and REMIC I Regular Interest LTB3, each subject to a cap equal to the lesser of (a) the Base Rate of its Corresponding Class and (b) the Net WAC Rate for the purposes of this calculation; provided, however, that for this purpose, calculations of the Uncertificated REMIC I Pass-Through Rate and the related caps with respect to Uncertificated Accrued Interest on REMIC I Regular Interest LT1A1, REMIC I Regular Interest LT1A2, REMIC I Regular Interest LT2A1, REMIC I Regular Interest LT2A2, REMIC I Regular Interest LT2A3, REMIC I Regular Interest LT2A4, REMIC I Regular Interest LTM1, REMIC I Regular Interest LTM2, REMIC I Regular Interest LTM3, REMIC I Regular Interest LTM4, REMIC I Regular Interest LTM5, REMIC I Regular Interest LTM6, REMIC I Regular Interest LTM7, REMIC I Regular Interest LTM8, REMIC I Regular Interest LTM9, REMIC I Regular Interest LTB1, REMIC I Regular Interest LTB2 and REMIC I Regular Interest LTB3 multiplied by a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 30.

      MERS : As defined in Section 2.01.

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

     (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.

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

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

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

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

      Net Monthly Excess Cash Flow : For any Distribution Date the amount remaining for distribution pursuant to subsection 4.02(a)(iii) (before giving effect to distributions pursuant to such subsection).

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

      Net WAC Rate : A per annum rate equal to (a) the weighted average of the Adjusted Net Mortgage Interest Rates then in effect at the beginning of the related Due Period on the Mortgage Loans (adjusted for prepayments during such Due Period that were distributed on the Distribution Date falling within such Due Period), multiplied by (b) 30 divided by the actual number of days in such Interest Accrual Period.

      Net WAC Rate Carryover Amount : With respect to each Class of LIBOR Certificates, as of any Distribution Date, if on such Distribution Date there are unpaid Net WAC Rate Carryover Amounts from prior Distribution Dates or the Pass-Through Rate for any Class of LIBOR Certificates is based upon the Net WAC Rate, the sum of (A) the excess of the Formula Rate for that Class of LIBOR Certificates over the Net WAC Rate, and (B) the Net WAC Rate Carryover Amount for such Class of Certificates for all previous Distribution Dates not previously paid, together with interest thereon at the applicable Pass-Through Rate for such Class (without giving effect to any such limitations) of Certificates for such Distribution Date.

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

      Net WAC Rate Carryover Reserve Account : The separate Eligible Account created and maintained by the Trustee pursuant to Sections 3.27(a) in the name of the Trust Administrator for the benefit of the Holders of Regular Certificates and designated “Wells Fargo Bank, N.A. in trust for registered holders of Fremont Home Loan Trust 2005-C, Mortgage-Backed Certificates, Series 2005-C.” Funds in the Net WAC Rate Carryover Reserve Account shall be held in trust for the Holders of Regular Certificates for the uses and purposes set forth in this Agreement. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall not be invested. The Net WAC Rate Carryover Reserve Account shall not be an asset of any Trust REMIC.

      NIM Trust : Fremont NIM Trust 2005-C, a Delaware statutory trust, or other special purpose entity created to securitize the cashflows relating to the Class C and/or Class P Certificates.

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

      Nonrecoverable Servicing Advance : Any Servicing Advances previously made or proposed to be made in respect of a Mortgage Loan or REO Property, which, in the good faith

business judgment of the Servicer, will not or, in the case of a proposed Servicing Advance, would not, be ultimately recoverable from related Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise.

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

      Notional Amount : With respect to the Class C Interest and the Class C Certificates, a notional amount equal to the aggregate principal balance of the REMIC I Regular Interests (other than REMIC I Regular Interest LTP).

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

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

      Originator : Fremont.

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

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

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

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

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

      Overcollateralized Amount : As of any Distribution Date, the excess, if any, of (a) the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties for such Distribution Date over (b) the aggregate of the Class Certificate Balances of the Senior Certificates, the Subordinate Certificates and the Class P Certificate as of such Distribution Date (after giving effect to the payment of the Principal Remittance Amount on such Certificates on such Distribution Date).

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

      Overcollateralization Floor Amount : With respect to any Distribution Date, 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

      Overcollateralization Release Amount : With respect to any Distribution Date, an amount equal to the lesser of (a) the Excess Overcollateralized Amount and (b) the Excess Cashflow.

      Overcollateralization Target Amount : With respect to any Distribution Date (i) prior to the Stepdown Date, an amount equal to 1.30% of the Cut-off Date Pool Principal Balance, (ii) on and after the Stepdown Date provided a Trigger Event is not in effect, an amount equal to the greater of (A) the lesser of (x) 2.60% of the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (y) 1.30% of the aggregate Cut-off Date Pool Principal Balance of all of the Mortgage Loans and (B) 0.50% of the aggregate Cut-off Date Pool Principal Balance of all of the Mortgage Loans and (iii) on or after the Stepdown Date if a Trigger Event is in effect, the Overcollateralization Target Amount for the immediately preceding Distribution Date.

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

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

      Pass-Through Margin : With respect to each Class of LIBOR Certificates, the following percentages: