Unassociated Document


    


    


    
      

      

    

    


    FINANCIAL
      ASSET SECURITIES CORP.,

    Depositor

     

     

    NATIONAL
      CITY HOME LOAN SERVICES, INC.

    Servicer

     

    and

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

    Trustee

     

    POOLING
      AND SERVICING AGREEMENT

    


     

    Dated
      as
      of June 1, 2006

     

    ___________________________

     

    First
      Franklin Mortgage Loan Trust 2006-FF8

     

    Asset-Backed
      Certificates, Series 2006-FF8

     

     

    
      

      

    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    TABLE
      OF CONTENTS

     

    


     

    
      	
              ARTICLE
                I 

              DEFINITIONS

            
	 	 
	
              SECTION
                1.01

            	
              Defined
                Terms.

            
	
              SECTION
                1.02

            	
              Accounting.

            
	
              SECTION
                1.03

            	
              Allocation
                of Certain Interest Shortfalls.

            
	
              SECTION
                1.04

            	
              Rights
                of the NIMS Insurer.

            
	 	 
	
              ARTICLE
                II 

              CONVEYANCE
                OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

            
	 	 
	
              SECTION
                2.01

            	
              Conveyance
                of Mortgage Loans.

            
	
              SECTION
                2.02

            	
              Acceptance
                by Trustee.

            
	
              SECTION
                2.03

            	
              Repurchase
                or Substitution of Mortgage Loans by the Seller.

            
	
              SECTION
                2.04

            	
              Intentionally
                Omitted.

            
	
              SECTION
                2.05

            	
              Representations,
                Warranties and Covenants of the Servicer.

            
	
              SECTION
                2.06

            	
              Representations
                and Warranties of the Depositor.

            
	
              SECTION
                2.07

            	
              Issuance
                of Certificates.

            
	
              SECTION
                2.08

            	
              [Reserved].

            
	
              SECTION
                2.09

            	
              Acceptance
                of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5 and REMIC 6 by the
                Trustee;
                Conveyance of REMIC 1 Regular Interests, Class C Interest and Class
                P
                Interest; Issuance of Certificates.

            
	 	 
	
              ARTICLE
                III 

              ADMINISTRATION
                AND SERVICING OF THE MORTGAGE LOANS

            
	 	 
	
              SECTION
                3.01

            	
              Servicer
                to Act as Servicer.

            
	
              SECTION
                3.02

            	
              Sub-Servicing
                Agreements Between Servicer and Sub-Servicers.

            
	
              SECTION
                3.03

            	
              Successor
                Sub-Servicers.

            
	
              SECTION
                3.04

            	
              Liability
                of the Servicer.

            
	
              SECTION
                3.05

            	
              No
                Contractual Relationship Between Sub-Servicers and the NIMS Insurer,
                the
                Trustee or Certificateholders.

            
	
              SECTION
                3.06

            	
              Assumption
                or Termination of Sub-Servicing Agreements by Trustee.

            
	
              SECTION
                3.07

            	
              Collection
                of Certain Mortgage Loan Payments.

            
	
              SECTION
                3.08

            	
              Sub-Servicing
                Accounts.

            
	
              SECTION
                3.09

            	
              Collection
                of Taxes, Assessments and Similar Items; Escrow
                Accounts.

            
	
              SECTION
                3.10

            	
              Collection
                Account and Distribution Account.

            
	
              SECTION
                3.11

            	
              Withdrawals
                from the Collection Account and Distribution Account.

            
	
              SECTION
                3.12

            	
              Investment
                of Funds in the Collection Account and the Distribution
                Account.

            
	
              SECTION
                3.13

            	
              [Reserved].

            
	
              SECTION
                3.14

            	
              Maintenance
                of Hazard Insurance and Errors and Omissions and Fidelity
                Coverage.

            
	
              SECTION
                3.15

            	
              Enforcement
                of Due-On-Sale Clauses; Assumption Agreements.

            
	
              SECTION
                3.16

            	
              Realization
                Upon Defaulted Mortgage Loans.

            
	
              SECTION
                3.17

            	
              Trustee
                to Cooperate; Release of Mortgage Files.

            
	
              SECTION
                3.18

            	
              Servicing
                Compensation.

            
	
              SECTION
                3.19

            	
              Reports
                to the Trustee; Collection Account Statements.

            
	
              SECTION
                3.20

            	
              Statement
                as to Compliance.

            
	
              SECTION
                3.21

            	
              Assessments
                of Compliance and Attestation Reports.

            
	
              SECTION
                3.22

            	
              Access
                to Certain Documentation; Filing of Reports by Trustee.

            
	
              SECTION
                3.23

            	
              Title,
                Management and Disposition of REO Property.

            
	
              SECTION
                3.24

            	
              Obligations
                of the Servicer in Respect of Prepayment Interest
                Shortfalls.

            
	
              SECTION
                3.25

            	
              [Reserved].

            
	
              SECTION
                3.26

            	
              Obligations
                of the Servicer in Respect of Mortgage Rates and Monthly
                Payments.

            
	
              SECTION
                3.27

            	
              [Reserved].

            
	
              SECTION
                3.28

            	
              [Reserved].

            
	
              SECTION
                3.29

            	
              Advance
                Facility.

            
	 	 
	
              ARTICLE
                IV 

              FLOW
                OF FUNDS

            
	 	 
	
              SECTION
                4.01

            	
              Distributions.

            
	
              SECTION
                4.02

            	
              [Reserved].

            
	
              SECTION
                4.03

            	
              Statements.

            
	
              SECTION
                4.04

            	
              Remittance
                Reports; Advances.

            
	
              SECTION
                4.05

            	
              Swap
                Account.

            
	
              SECTION
                4.06

            	
              Tax
                Treatment of Swap Payments and Swap Termination
                Payments.

            
	
              SECTION
                4.07

            	
              Commission
                Reporting.

            
	
              SECTION
                4.08

            	
              Net
                WAC Rate Carryover Reserve Account.

            
	
              SECTION
                4.09

            	
              Distributions
                on the REMIC Regular Interests.

            
	
              SECTION
                4.10

            	
              Allocation
                of Realized Losses.

            
	
              SECTION
                4.11

            	
              Cap
                Account.

            
	 	 
	
              ARTICLE
                V 

              THE
                CERTIFICATES

            
	 	 
	
              SECTION
                5.01

            	
              The
                Certificates.

            
	
              SECTION
                5.02

            	
              Registration
                of Transfer and Exchange of Certificates.

            
	
              SECTION
                5.03

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            
	
              SECTION
                5.04

            	
              Persons
                Deemed Owners.

            
	
              SECTION
                5.05

            	
              Appointment
                of Paying Agent.

            
	 	 
	
              ARTICLE
                VI 

              THE
                SERVICER, THE DEPOSITOR AND THE CREDIT RISK MANAGER

            
	 	 
	
              SECTION
                6.01

            	
              Liability
                of the Servicer and the Depositor.

            
	
              SECTION
                6.02

            	
              Merger
                or Consolidation of, or Assumption of the Obligations of, the Servicer
                or
                the Depositor.

            
	
              SECTION
                6.03

            	
              Limitation
                on Liability of the Servicer and Others.

            
	
              SECTION
                6.04

            	
              Servicer
                Not to Resign.

            
	
              SECTION
                6.05

            	
              Delegation
                of Duties.

            
	
              SECTION
                6.06

            	
              [Reserved].

            
	
              SECTION
                6.07

            	
              Inspection.

            
	
              SECTION
                6.08

            	
              Duties
                of the Credit Risk Manager.

            
	
              SECTION
                6.09

            	
              Limitation
                Upon Liability of the Credit Risk Manager.

            
	
              SECTION
                6.10

            	
              Removal
                of the Credit Risk Manager.

            
	 	 
	
              ARTICLE
                VII 

              DEFAULT

            
	 	 
	
              SECTION
                7.01

            	
              Servicer
                Events of Termination.

            
	
              SECTION
                7.02

            	
              Trustee
                to Act; Appointment of Successor.

            
	
              SECTION
                7.03

            	
              Waiver
                of Defaults.

            
	
              SECTION
                7.04

            	
              Notification
                to Certificateholders.

            
	
              SECTION
                7.05

            	
              Survivability
                of Servicer Liabilities.

            
	 	 
	
              ARTICLE
                VIII 

              THE
                TRUSTEE

            
	 	 
	
              SECTION
                8.01

            	
              Duties
                of Trustee.

            
	
              SECTION
                8.02

            	
              Certain
                Matters Affecting the Trustee.

            
	
              SECTION
                8.03

            	
              Trustee
                Not Liable for Certificates or Mortgage Loans.

            
	
              SECTION
                8.04

            	
              Trustee
                May Own Certificates.

            
	
              SECTION
                8.05

            	
              Trustee
                Compensation, Custodial Fee and Expenses.

            
	
              SECTION
                8.06

            	
              Eligibility
                Requirements for Trustee.

            
	
              SECTION
                8.07

            	
              Resignation
                or Removal of Trustee.

            
	
              SECTION
                8.08

            	
              Successor
                Trustee.

            
	
              SECTION
                8.09

            	
              Merger
                or Consolidation of Trustee.

            
	
              SECTION
                8.10

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            
	
              SECTION
                8.11

            	
              Limitation
                of Liability.

            
	
              SECTION
                8.12

            	
              Trustee
                May Enforce Claims Without Possession of Certificates.

            
	
              SECTION
                8.13

            	
              Suits
                for Enforcement.

            
	
              SECTION
                8.14

            	
              Waiver
                of Bond Requirement.

            
	
              SECTION
                8.15

            	
              Waiver
                of Inventory, Accounting and Appraisal Requirement.

            
	
              SECTION
                8.16

            	
              Appointment
                of the Custodian.

            
	 	 
	
              ARTICLE
                IX 

              REMIC
                ADMINISTRATION

            
	 	 
	
              SECTION
                9.01

            	
              REMIC
                Administration.

            
	
              SECTION
                9.02

            	
              Prohibited
                Transactions and Activities.

            
	
              SECTION
                9.03

            	
              Indemnification
                with Respect to Certain Taxes and Loss of REMIC Status.

            
	 	 
	
              ARTICLE
                X 

              TERMINATION

            
	 	 
	
              SECTION
                10.01

            	
              Termination.

            
	
              SECTION
                10.02

            	
              Additional
                Termination Requirements.

            
	 	 
	
              ARTICLE
                XI 

              MISCELLANEOUS
                PROVISIONS

            
	 	 
	
              SECTION
                11.01

            	
              Amendment.

            
	
              SECTION
                11.02

            	
              Recordation
                of Agreement; Counterparts.

            
	
              SECTION
                11.03

            	
              Limitation
                on Rights of Certificateholders.

            
	
              SECTION
                11.04

            	
              Governing
                Law; Jurisdiction.

            
	
              SECTION
                11.05

            	
              Notices.

            
	
              SECTION
                11.06

            	
              Severability
                of Provisions.

            
	
              SECTION
                11.07

            	
              Article
                and Section References.

            
	
              SECTION
                11.08

            	
              Notice
                to the Rating Agencies and the NIMS Insurer.

            
	
              SECTION
                11.09

            	
              Further
                Assurances.

            
	
              SECTION
                11.10

            	
              Third
                Party Rights.

            
	
              SECTION
                11.11

            	
              Benefits
                of Agreement.

            
	
              SECTION
                11.12

            	
              Acts
                of Certificateholders.

            
	
              SECTION
                11.13

            	
              Intention
                of the Parties and Interpretation.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibits:

     

    
      	
              Exhibit
                A-1

            	
              Form
                of Class I-A-1 Certificates

            
	
              Exhibit
                A-2

            	
              Form
                of Class II-A-1 Certificates

            
	
              Exhibit
                A-3

            	
              Form
                of Class II-A-2 Certificates

            
	
              Exhibit
                A-4

            	
              Form
                of Class II-A-3 Certificates

            
	
              Exhibit
                A-5

            	
              Form
                of Class II-A-4 Certificates

            
	
              Exhibit
                A-6

            	
              Form
                of Class M-1 Certificates

            
	
              Exhibit
                A-7

            	
              Form
                of Class M-2 Certificates

            
	
              Exhibit
                A-8

            	
              Form
                of Class M-3 Certificates

            
	
              Exhibit
                A-9

            	
              Form
                of Class M-4 Certificates

            
	
              Exhibit
                A-10

            	
              Form
                of Class M-5 Certificates

            
	
              Exhibit
                A-11

            	
              Form
                of Class M-6 Certificates

            
	
              Exhibit
                A-12

            	
              Form
                of Class M-7 Certificates

            
	
              Exhibit
                A-13

            	
              Form
                of Class M-8 Certificates

            
	
              Exhibit
                A-14

            	
              Form
                of Class M-9 Certificates

            
	
              Exhibit
                A-15

            	
              Form
                of Class M-10 Certificates

            
	
              Exhibit
                A-16

            	
              Form
                of Class M-11 Certificates

            
	
              Exhibit
                A-17

            	
              Form
                of Class M-12 Certificates

            
	
              Exhibit
                A-18

            	
              Form
                of Class C Certificates

            
	
              Exhibit
                A-19

            	
              Form
                of Class P Certificates

            
	
              Exhibit
                A-20

            	
              Form
                of Class R Certificates

            
	
              Exhibit
                A-21

            	
              Form
                of Class R-X Certificates

            
	
              Exhibit
                B

            	
              Form
                of Cap Allocation Agreement

            
	
              Exhibit
                C

            	
              Form
                of Mortgage Loan Purchase Agreement

            
	
              Exhibit
                D

            	
              Mortgage
                Loan Schedule

            
	
              Exhibit
                E

            	
              Request
                for Release

            
	
              Exhibit
                F-1

            	
              Form
                of Trustee’s/Custodian’s Initial Certification

            
	
              Exhibit
                F-2

            	
              Form
                of Trustee’s/Custodian’s Final Certification

            
	
              Exhibit
                F-3

            	
              Form
                of Receipt of Mortgage Note

            
	
              Exhibit
                G

            	
              Form
                of Custodial Agreement 

            
	
              Exhibit
                H

            	
              Form
                of Lost Note Affidavit

            
	
              Exhibit
                I

            	
              Form
                of Limited Power of Attorney

            
	
              Exhibit
                J

            	
              Form
                of Investment Letter

            
	
              Exhibit
                K

            	
              Form
                of Transfer Affidavit for Residual Certificates

            
	
              Exhibit
                L

            	
              Form
                of Transferor Certificate

            
	
              Exhibit
                M

            	
              Form
                of ERISA Representation Letter

            
	
              Exhibit
                N-1

            	
              Form
                Certification to be Provided by the Depositor with Form
                10-K

            
	
              Exhibit
                N-2

            	
              Form
                Certification to be Provided to the Depositor by the
                Trustee

            
	
              Exhibit
                N-3

            	
              Form
                Certification to be Provided to the Depositor by the
                Servicer

            
	
              Exhibit
                O

            	
              Form
                of Basis Risk Cap Agreement 

            
	
              Exhibit
                P

            	
              Form
                of Annual Statement as to Compliance

            
	
              Exhibit
                Q

            	
              Form
                of Interest Rate Swap Agreement

            
	
              Exhibit
                R

            	
              Form
                of Interest Rate Cap Agreement

            
	
              Exhibit
                S

            	
              Servicing
                Criteria

            
	
              Exhibit
                T

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

            
	
              Schedule
                I

            	
              Prepayment
                Charge Schedule

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    This
      Pooling and Servicing Agreement is dated as of June 1, 2006 (the “Agreement”),
      among FINANCIAL ASSET SECURITIES CORP., as depositor (the “Depositor”), NATIONAL
      CITY HOME LOAN SERVICES, INC., as servicer (the “Servicer”) and DEUTSCHE BANK
      NATIONAL TRUST COMPANY, as trustee and supplemental interest trust trustee
      (the
“Trustee” and the “Supplemental Interest Trust Trustee”).

     

    PRELIMINARY
      STATEMENT:

     

    The
      Depositor 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-one classes
      of
      certificates, designated as (i) the Class I-A-1 Certificates, (ii) the Class
      II-A-1 Certificates, (iii) the Class II-A-2 Certificates, (iv) Class II-A-3
      Certificates, (v) the Class II-A-4 Certificates, (vi) the Class M-1 Certificates
      (vii) the Class M-2 Certificates, (viii) the Class M-3 Certificates, (ix) the
      Class M-4 Certificates, (x) the Class M-5 Certificates, (xi) the Class M-6
      Certificates, (xii) the Class M-7 Certificates, (xiii) the Class M-8
      Certificates, (xiv) the Class M-9 Certificates, (xv) the Class M-10
      Certificates, (xvi) the Class M-11 Certificates, (xvii) the Class M-12
      Certificates, (xviii) the Class C Certificates, (xix) the Class P Certificates,
      (xx) the Class R Certificates and (xxi) the Class R-X Certificates.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      1

     

    As
      provided herein, the Trustee shall elect to treat the segregated pool of assets
      consisting of the Mortgage Loans and certain other related assets subject to
      this Agreement (exclusive of the Net WAC Rate Carryover Reserve Account, the
      Swap Account, the Servicer Prepayment Charge Payment Amounts, the Supplemental
      Interest Trust, the Interest Rate Swap Agreement, the Cap Account, the Interest
      Rate Cap Agreement, the Cap Allocation Agreement and the Basis Risk Cap
      Agreement) subject to this Agreement as a REMIC for federal income tax purposes,
      and such segregated pool of assets shall be designated as “REMIC 1.” The Class
      R-1 Interest shall represent the sole class of “residual interests” in REMIC 1
      for purposes of the REMIC Provisions (as defined herein). The following table
      irrevocably sets forth the designation, the Uncertificated REMIC 1 Pass-Through
      Rate, the initial Uncertificated Principal Balance and, for purposes of
      satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible
      maturity date” for each of the REMIC 1 Regular Interests (as defined herein).
      None of the REMIC 1 Regular Interests shall be certificated. 

    
 

    
      
        	
                Designation

              	 	
                Uncertificated
                  REMIC 1

                Pass-Through
                  Rate

              	 	
                Initial

                Uncertificated
                  Principal Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date(1)

              	 
	
                I

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                213,206,547.11

              	 	 	
                July
                  25, 2036

              	 
	
                I-1-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                14,773,892.51

              	 	 	
                July
                  25, 2036

              	 
	
                I-1-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                14,773,892.51

              	 	 	
                July
                  25, 2036

              	 
	
                I-2-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                14,078,364.01

              	 	 	
                July
                  25, 2036

              	 
	
                I-2-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                14,078,364.01

              	 	 	
                July
                  25, 2036

              	 
	
                I-3-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                13,415,861.84

              	 	 	
                July
                  25, 2036

              	 
	
                I-3-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                13,415,861.84

              	 	 	
                July
                  25, 2036

              	 
	
                I-4-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                12,784,807.40

              	 	 	
                July
                  25, 2036

              	 
	
                I-4-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                12,784,807.40

              	 	 	
                July
                  25, 2036

              	 
	
                I-5-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                12,183,697.93

              	 	 	
                July
                  25, 2036

              	 
	
                I-5-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                12,183,697.93

              	 	 	
                July
                  25, 2036

              	 
	
                I-6-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                11,615,159.48

              	 	 	
                July
                  25, 2036

              	 
	
                I-6-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                11,615,159.48

              	 	 	
                July
                  25, 2036

              	 
	
                I-7-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                11,068,811.46

              	 	 	
                July
                  25, 2036

              	 
	
                I-7-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                11,068,811.46

              	 	 	
                July
                  25, 2036

              	 
	
                I-8-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                10,608,995.90

              	 	 	
                July
                  25, 2036

              	 
	
                I-8-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                10,608,995.90

              	 	 	
                July
                  25, 2036

              	 
	
                I-9-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                10,187,312.28

              	 	 	
                July
                  25, 2036

              	 
	
                I-9-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                10,187,312.28

              	 	 	
                July
                  25, 2036

              	 
	
                I-10-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                9,667,018.60

              	 	 	
                July
                  25, 2036

              	 
	
                I-10-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                9,667,018.60

              	 	 	
                July
                  25, 2036

              	 
	
                I-11-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                15,316,070.05

              	 	 	
                July
                  25, 2036

              	 
	
                I-11-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                15,316,070.05

              	 	 	
                July
                  25, 2036

              	 
	
                I-12-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                118,006,623.29

              	 	 	
                July
                  25, 2036

              	 
	
                I-12-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                118,006,623.29

              	 	 	
                July
                  25, 2036

              	 
	
                I-13-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                6,150,513.56

              	 	 	
                July
                  25, 2036

              	 
	
                I-13-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                6,150,513.56

              	 	 	
                July
                  25, 2036

              	 
	
                I-14-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                5,251,235.97

              	 	 	
                July
                  25, 2036

              	 
	
                I-14-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                5,251,235.97

              	 	 	
                July
                  25, 2036

              	 
	
                I-15-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                4,318,448.88

              	 	 	
                July
                  25, 2036

              	 
	
                I-15-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                4,318,448.88

              	 	 	
                July
                  25, 2036

              	 
	
                I-16-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                2,096,660.00

              	 	 	
                July
                  25, 2036

              	 
	
                I-16-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                2,096,660.00

              	 	 	
                July
                  25, 2036

              	 
	
                I-17-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                1,998,200.13

              	 	 	
                July
                  25, 2036

              	 
	
                I-17-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                1,998,200.13

              	 	 	
                July
                  25, 2036

              	 
	
                I-18-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                1,904,688.16

              	 	 	
                July
                  25, 2036

              	 
	
                I-18-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                1,904,688.16

              	 	 	
                July
                  25, 2036

              	 
	
                I-19-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                1,815,860.54

              	 	 	
                July
                  25, 2036

              	 
	
                I-19-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                1,815,860.54

              	 	 	
                July
                  25, 2036

              	 
	
                I-20-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                1,731,468.40

              	 	 	
                July
                  25, 2036

              	 
	
                I-20-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                1,731,468.40

              	 	 	
                July
                  25, 2036

              	 
	
                I-21-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                1,651,276.68

              	 	 	
                July
                  25, 2036

              	 
	
                I-21-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                1,651,276.68

              	 	 	
                July
                  25, 2036

              	 
	
                I-22-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                1,575,063.40

              	 	 	
                July
                  25, 2036

              	 
	
                I-22-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                1,575,063.40

              	 	 	
                July
                  25, 2036

              	 
	
                I-23-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                2,293,131.48

              	 	 	
                July
                  25, 2036

              	 
	
                I-23-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                2,293,131.48

              	 	 	
                July
                  25, 2036

              	 
	
                I-24-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                8,907,900.68

              	 	 	
                July
                  25, 2036

              	 
	
                I-24-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                8,907,900.68

              	 	 	
                July
                  25, 2036

              	 
	
                I-25-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                867,855.90

              	 	 	
                July
                  25, 2036

              	 
	
                I-25-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                867,855.90

              	 	 	
                July
                  25, 2036

              	 
	
                I-26-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                835,847.40

              	 	 	
                July
                  25, 2036

              	 
	
                I-26-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                835,847.40

              	 	 	
                July
                  25, 2036

              	 
	
                I-27-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                805,047.56

              	 	 	
                July
                  25, 2036

              	 
	
                I-27-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                805,047.56

              	 	 	
                July
                  25, 2036

              	 
	
                I-28-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                775,408.98

              	 	 	
                July
                  25, 2036

              	 
	
                I-28-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                775,408.98

              	 	 	
                July
                  25, 2036

              	 
	
                I-29-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                746,886.25

              	 	 	
                July
                  25, 2036

              	 
	
                I-29-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                746,886.25

              	 	 	
                July
                  25, 2036

              	 
	
                I-30-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                719,435.79

              	 	 	
                July
                  25, 2036

              	 
	
                I-30-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                719,435.79

              	 	 	
                July
                  25, 2036

              	 
	
                I-31-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                693,015.84

              	 	 	
                July
                  25, 2036

              	 
	
                I-31-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                693,015.84

              	 	 	
                July
                  25, 2036

              	 
	
                I-32-A

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                18,384,428.29

              	 	 	
                July
                  25, 2036

              	 
	
                I-32-B

              	 	 	
                Variable
                  (2)

              	
                 

              	
                $

              	
                18,384,428.29

              	 	 	
                July
                  25, 2036

              	 


      

    

     

     

    
      	(1)	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
                Regulations.

            


    

    
      	(2)	
              Calculated
                in accordance with the definition of “Uncertificated REMIC 1 Pass-Through
                Rate” herein.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      2

     

    As
      provided herein, the Trustee shall elect to treat the segregated pool of assets
      consisting of the REMIC I Regular Interests as a REMIC for federal income tax
      purposes, and such segregated pool of assets shall be designated as “REMIC 2.”
The Class R-2 Interest shall represent the sole class of “residual interests” in
      REMIC 2 for purposes of the REMIC Provisions under federal tax law. The
      following table irrevocably sets forth the designation, the Uncertificated
      REMIC
      2 Pass-Through Rate, the initial Uncertificated Principal Balance and, for
      purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
      “latest possible maturity date” for each of the REMIC 2 Regular Interests (as
      defined herein). None of the REMIC 2 Regular Interests shall be
      certificated.

     

    
      	
              Designation

            	
              Uncertificated
                REMIC 2

              Pass-Through
                Rate

            	
              Initial
                Uncertificated

              Principal
                Balance

            	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              LTAA

            	
              Variable(2)

            	 $	
              830,711,135.77

            	
              July
                25, 2036

            
	
              LTIA1

            	
              Variable(2)

            	
              $

            	
              2,435,590.00

            	
              July
                25, 2036

            
	
              LTIIA1

            	
              Variable(2)

            	$	
              1,969,360.00

            	
              July
                25, 2036

            
	
              LTIIA2

            	
              Variable(2)

            	$	
              1,005,200.00

            	
              July
                25, 2036

            
	
              LTIIA3

            	
              Variable(2)

            	$	
              967,000.00

            	
              July
                25, 2036

            
	
              LTIIA4

            	
              Variable(2)

            	$	
              319,400.00

            	
              July
                25, 2036

            
	
              LTM1

            	
              Variable(2)

            	$	
              322,110.00

            	
              July
                25, 2036

            
	
              LTM2

            	
              Variable(2)

            	$	
              288,210.00

            	
              July
                25, 2036

            
	
              LTM3

            	
              Variable(2)

            	$	
              173,770.00

            	
              July
                25, 2036

            
	
              LTM4

            	
              Variable(2)

            	$	
              156,820.00

            	
              July
                25, 2036

            
	
              LTM5

            	
              Variable(2)

            	$	
              148,340.00

            	
              July
                25, 2036

            
	
              LTM6

            	
              Variable(2)

            	$	
              139,860.00

            	
              July
                25, 2036

            
	
              LTM7

            	
              Variable(2)

            	$	
              118,670.00

            	
              July
                25, 2036

            
	
              LTM8

            	
              Variable(2)

            	$	
              110,200.00

            	
              July
                25, 2036

            
	
              LTM9

            	
              Variable(2)

            	$	
              59,340.00

            	
              July
                25, 2036

            
	
              LTM10

            	
              Variable(2)

            	$	
              84,770.00

            	
              July
                25, 2036

            
	
              LTM11

            	
              Variable(2)

            	$	
              55,100.00

            	
              July
                25, 2036

            
	
              LTM12

            	
              Variable(2)

            	$	
              46,620.00

            	
              July
                25, 2036

            
	
              LTZZ

            	
              Variable(2)

            	$	
              8,552,928.49

            	
              July
                25, 2036

            
	
              LTP

            	
              Variable(2)

            	$	
              100.00

            	
              July
                25, 2036

            
	
              LTIO

            	
              Variable(2) 

            	 	
              (3)

            	
              July
                25, 2036

            


    

    


    ________________

    
      	(1)	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
                Regulations.

            


    

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

            


    

    
      	(3)	
              REMIC
                2 Regular Interest LTIO will not have an Uncertificated Principal
                Balance,
                but will accrue interest on its Uncertificated Notional Amount, as
                defined
                herein.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      3

     

    As
      provided herein, the Trustee shall elect to treat the segregated pool of assets
      consisting of the REMIC 2 Regular Interests as a REMIC for federal income tax
      purposes, and such segregated pool of assets shall be designated as “REMIC 3.”
The Class R-3 Interest shall evidence the sole class of “residual interests” in
      REMIC 3 for purposes of the REMIC Provisions.

     

    The
      following table irrevocably sets forth the designation, the Pass-Through Rate,
      the Original Class Certificate Principal Balance and, for purposes of satisfying
      Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
      date” for each Class of Certificates that represents one or more of the “regular
      interests” in REMIC 3 created hereunder:

     

    
      	
              Designation

            	
              Original
                Class Certificate

              Principal
                Balance

            	
              Pass-Through
                Rate

            	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              Class
                I-A-1

            	
              $

            	
              243,559,000.00

            	
              Variable(2)

            	
              July
                25, 2036

            
	
              Class
                II-A-1

            	
              $

            	
              196,936,000.00

            	
              Variable(2)

            	
              July
                25, 2036

            
	
              Class
                II-A-2

            	
               $

            	
              100,520,000.00

            	
              Variable(2)

            	
              July
                25, 2036

            
	
              Class
                II-A-3

            	
               $

            	
              96,700,000.00

            	
              Variable(2)

            	
              July
                25, 2036

            
	
              Class
                II-A-4

            	
               $

            	
              31,940,000.00

            	
              Variable(2)

            	
              July
                25, 2036

            
	
              Class
                M-1

            	
               $

            	
              32,211,000.00

            	
              Variable(2)

            	
              July
                25, 2036

            
	
              Class
                M-2

            	
               $

            	
              28,821,000.00

            	
              Variable(2)

            	
              July
                25, 2036

            
	
              Class
                M-3

            	
               $

            	
              17,377,000.00

            	
              Variable(2)

            	
              July
                25, 2036

            
	
              Class
                M-4

            	
               $

            	
              15,682,000.00

            	
              Variable(2)

            	
              July
                25, 2036

            
	
              Class
                M-5

            	
              $

            	
              14,834,000.00

            	
              Variable(2)

            	
              July
                25, 2036

            
	
              Class
                M-6

            	
              $

            	
              13,986,000.00

            	
              Variable(2)

            	
              July
                25, 2036

            
	
              Class
                M-7

            	
              $

            	
              11,867,000.00

            	
              Variable(2)

            	
              July
                25, 2036

            
	
              Class
                M-8

            	
              $

            	
              11,020,000.00

            	
              Variable(2)

            	
              July
                25, 2036

            
	
              Class
                M-9

            	
              $

            	
              5,934,000.00

            	
              Variable(2)

            	
              July
                25, 2036

            
	
              Class
                M-10

            	
              $

            	
              8,477,000.00

            	
              Variable(2)

            	
              July
                25, 2036

            
	
              Class
                M-11

            	
              $

            	
              5,510,000.00

            	
              Variable(2)

            	
              July
                25, 2036

            
	
              Class
                M-12

            	
              $

            	
              4,662,000.00

            	
              Variable(2)

            	
              July
                25, 2036

            
	
              Class
                C Interest

            	
              $

            	
              7,628,424.25

            	
              Variable(4)

            	
              July
                25, 2036

            
	
              Class
                P Interest

            	
              $

            	
              100.00

            	
              Variable(5)

            	
              July
                25, 2036

            
	
              Class
                IO Interest

            	 	
              (6)

            	
              (7)

            	
              July
                25, 2036

            


    

    ________________

    
      	(1)	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
                Regulations.

            


    

    
      	(2)	
              Calculated
                in accordance with the definition of “Pass-Through Rate”
                herein.

            


    

    
      	(3)	
              Subject
                to increase and limitation as set forth in the definition of “Pass-Through
                Rate” herein. 

            


    

    
      	(4)	
              The
                Class C Interest will accrue interest at its variable Pass-Through
                Rate on
                the Notional Amount of the Class C Interest outstanding from time
                to time
                which shall equal the aggregate of the Uncertificated Principal Balance
                of
                the REMIC 2 Regular Interests (other than REMIC 2 Regular Interest
                LTP).
                The Class C Interest will not accrue interest on its Certificate
                Principal
                Balance.

            


    

    
      	(5)	
              The
                Class P Interest will not accrue
                interest.

            


    

    
      	(6)	
              For
                federal income tax purposes, the Class IO Interest will not have
                a
                Certificate Principal Balance, but will have a notional amount equal
                to
                the Uncertificated Notional Amount of REMIC 2 Regular Interest LTIO.
                

            


    

    
      	(7)	
              For
                federal income tax purposes, the Class IO Interest will not have
                a
                Pass-Through Rate, but will be entitled to 100% of the amounts distributed
                on REMIC 2 Regular Interest
                LTIO.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      4

     

    As
      provided herein, the Trustee 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 4.”
The Class R-4 Interest represents the sole class of “residual interests” in
      REMIC 4 for purposes of the REMIC Provisions.

     

    The
      following table sets forth (or describes) the designation, Pass-Through Rate
      ,
      the Original Class Certificate Principal Balance and, for purposes of satisfying
      Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
      date” for the indicated Class of Certificates that represents a “regular
      interest” in REMIC 4 created hereunder:

     

    
      	
              Designation

            	 	
              Original
                Class Certificate

              Principal
                Balance

            	 	
              Pass-Through
                Rate

            	 	
              Latest
                Possible

              Maturity
                Date(1)

            	 
	
              Class
                C

            	 	
              $

            	
              7,628,424.25

            	 	 	
              Variable(2)

            	
               

            	 	
              July
                25, 2036

            	 


    

    ________________

    
      	(1)	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
                Regulations.

            


    

    
      	(2)	
              The
                Class C Certificates will receive 100% of amounts received in respect
                of
                the Class C Interest.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      5

     

    As
      provided herein, the Trustee 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 5.”
The Class R-5 Interest represents the sole class of “residual interests” in
      REMIC 5 for purposes of the REMIC Provisions.

     

    The
      following table sets forth (or describes) the designation, Pass-Through Rate,
      the Original Class Certificate Principal Balance and, for purposes of satisfying
      Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
      date” for the indicated Class of Certificates that represents a “regular
      interest” in REMIC 5 created hereunder:

     

    
      	
              Designation

            	 	
              Original
                Class Certificate

              Principal
                Balance

            	 	
              Pass-Through
                Rate

            	 	
              Latest
                Possible

              Maturity
                Date(1)

            	 
	
              Class
                P

            	 	
              $

            	
              100.00

            	 	 	
              Variable(2)

            	
               

            	 	
              July
                25, 2036

            	 


    

    ________________

    
      	(1)	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
                Regulations.

            


    

    
      	(2)	
              The
                Class P Certificates will receive 100% of amounts received in respect
                of
                the Class P Interest.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      6

     

    As
      provided herein, the Trustee shall make an election to treat the segregated
      pool
      of assets consisting of the Class IO Interest as a REMIC for federal income
      tax
      purposes, and such segregated pool of assets shall be designated as “REMIC 6.”
The Class R-6 Interest represents the sole class of “residual interests” in
      REMIC 6 for purposes of the REMIC Provisions. 

     

    The
      following table irrevocably sets forth the designation, the Pass-Through Rate,
      the Original Class Certificate Principal Balance and, for purposes of satisfying
      Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
      date” for the indicated REMIC 6 Regular Interest, which will be
      uncertificated.

     

    
      	
              Class
                Designation

            	
              Original
                Class Certificate

              Principal
                Balance

            	
              Pass-Through
                Rate

            	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              SWAP
                IO

            	
              N/A

            	
              Variable(2)

            	
              July
                25, 2036

            


    

    ________________

    (1) For
      purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
      Regulations.

    (2) REMIC
      6
      Regular Interest SWAP IO shall receive 100% of amounts received in respect
      of
      the Class IO Interest.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      I

     

    DEFINITIONS

     

    SECTION
      1.01 Defined
      Terms.

     

    Whenever
      used in this Agreement or in the Preliminary Statement, the following words
      and
      phrases, unless the context otherwise requires, shall have the meanings
      specified in this Article. Unless otherwise specified, all calculations in
      respect of interest on the Floating Rate Certificates shall be made on the
      basis
      of the actual number of days elapsed and a 360-day year and all calculations
      in
      respect of interest on the Class C Certificates, the Class IO Interest, the
      REMIC 1 Regular Interests, the REMIC 2 Regular Interests and all other
      calculations of interest described herein shall be made on the basis of a
      360-day year consisting of twelve 30-day months. The Class P Certificates and
      the Residual Certificates are not entitled to distributions in respect of
      interest and, accordingly, will not accrue interest.

     

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

     

    “Account”:
      Either of the Collection Account or Distribution Account.

     

    “Accrual
      Period”: With respect to the Class C Certificates and each Distribution Date,
      the calendar month prior to the month of such Distribution Date. With respect
      to
      the Floating Rate Certificates and each Distribution Date, the period commencing
      on the preceding Distribution Date (or in the case of the first such Accrual
      Period, commencing on the Closing Date) and ending on the day preceding the
      current Distribution Date.

     

    “Adjustable-Rate
      Mortgage Loan”: A first lien Mortgage Loan which provides at any period during
      the life of such loan for the adjustment of the Mortgage Rate payable in respect
      thereto. The Adjustable-Rate Mortgage Loans are identified as such on the
      Mortgage Loan Schedule.

     

    “Adjusted
      Net Maximum Mortgage Rate”: With respect to any Mortgage Loan (or the related
      REO Property), as of any date of determination, a per annum rate of interest
      equal to the applicable Maximum Mortgage Rate for such Mortgage Loan (or the
      Mortgage Rate in the case of any Fixed-Rate Mortgage Loan) as of the first
      day
      of the month preceding the month in which the related Distribution Date occurs
      minus the sum of (i) the Servicing Fee Rate and (ii) the Credit Risk Manager
      Fee
      Rate.

     

    “Adjusted
      Net Mortgage Rate”: With respect to any Mortgage Loan (or the related REO
      Property), as of any date of determination, a per annum rate of interest equal
      to the applicable Mortgage Rate for such Mortgage Loan as of the first day
      of
      the month preceding the month in which the related Distribution Date occurs
      minus the sum of (i) the Servicing Fee Rate and (iii) the Credit Risk Manager
      Fee Rate.

     

    “Adjustment
      Date”: With respect to each Adjustable-Rate Mortgage Loan, each adjustment date,
      on which the Mortgage Rate of such Mortgage Loan changes pursuant to the related
      Mortgage Note. The first Adjustment Date following the Cut-off Date as to each
      Adjustable-Rate Mortgage Loan is set forth in the Mortgage Loan
      Schedule.

     

    “Advance”:
      As to any Mortgage Loan or REO Property, any advance made by the Servicer in
      respect of any Distribution Date pursuant to Section 4.04.

     

    “Advance
      Facility”: As defined in Section 3.29 hereof.

     

    “Advance
      Facility Trustee”: As defined in Section 3.29 hereof.

     

    “Advancing
      Person”: As defined in Section 3.29 hereof.

     

    “Advance
      Reimbursement Amounts”: As defined in Section 3.29 hereof.

     

    “Adverse
      REMIC Event”: As defined in Section 9.01(f) hereof.

     

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

     

    “Agreement”:
      This Pooling and Servicing Agreement and all amendments hereof and supplements
      hereto.

     

    “Allocated
      Realized Loss Amount”: With respect to any Distribution Date and any Class of
      Mezzanine Certificates, the sum of (i) any Realized Losses allocated to such
      Class of Certificates on such Distribution Date and (ii) the amount of any
      Allocated Realized Loss Amount for such Class of Certificates remaining
      undistributed from the previous Distribution Date as reduced by an amount equal
      to the increase in the related Certificate Principal Balance due to the receipt
      of Subsequent Recoveries.

     

    “Assignment”:
      An assignment of Mortgage, notice of transfer or equivalent instrument, in
      recordable form, which is sufficient under the laws of the jurisdiction wherein
      the related Mortgaged Property is located to reflect or record the sale of
      the
      Mortgage.

     

    “Assumed
      Final Maturity Date”: As to each Class of Certificates, the date set forth as
      such in the Prospectus Supplement.

     

    “Available
      Funds”: With respect to any Distribution Date, an amount equal to the excess of
      (i) the sum of (a) the aggregate of the related Monthly Payments received on
      the
      Mortgage Loans on or prior to the related Determination Date, (b) Net
      Liquidation Proceeds, Insurance Proceeds, Subsequent Recoveries, Principal
      Prepayments, proceeds from repurchases of and substitutions for such Mortgage
      Loans and other unscheduled recoveries of principal and interest in respect
      of
      the Mortgage Loans received during the related Prepayment Period, (c) the
      aggregate of any amounts received in respect of a related REO Property withdrawn
      from any REO Account and deposited in the Collection Account for such
      Distribution Date, (d) the aggregate of any amounts deposited in the Collection
      Account by the Servicer in respect of related Prepayment Interest Shortfalls
      for
      such Distribution Date, (e) the aggregate of any Advances made by the Servicer
      for such Distribution Date in respect of the Mortgage Loans, (f) the aggregate
      of any related advances made by the Trustee in respect of the Mortgage Loans
      for
      such Distribution Date pursuant to Section 7.02 and (g) the amount of any
      Prepayment Charges collected by the Servicer in connection with the full or
      partial prepayment of any of the Mortgage Loans and any Servicer Prepayment
      Charge Payment Amount over (ii) the sum of (a) amounts reimbursable or payable
      to the Servicer pursuant to Section 3.11(a) or the Trustee pursuant to Section
      3.11(b) or the Swap Provider (including any Net Swap Payment or Swap Termination
      Payment owed to the Swap Provider, but excluding any Swap Termination Payment
      owed to the Swap Provider resulting from a Swap Provider Trigger Event, (b)
      amounts deposited in the Collection Account or the Distribution Account pursuant
      to clauses (a) through (g) above, as the case may be, in error, (c) the amount
      of any Prepayment Charges collected by the Servicer in connection with the
      full
      or partial prepayment of any of the Mortgage Loans and any Servicer Prepayment
      Charge Payment Amount, (d) the fees of the Custodian payable from the
      Distribution Account pursuant to Section 8.05, (e) any indemnification payments
      or expense reimbursements made by the Trust Fund pursuant to Section 8.05 and
      (f) any Net Swap Payment or Swap Termination Payment owed to the Swap Provider
      (other than any Swap Termination Payment owed to the Swap Provider resulting
      from a Swap Provider Trigger Event).

     

    “Bankruptcy
      Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
      as amended.

     

    “Base
      Rate”: For any Distribution Date and the Floating Rate Certificates, the sum of
      (i) LIBOR plus (ii) the related Certificate Margin.

     

    “Basis
      Risk Cap Agreement”: The Basis Risk Cap Agreement between the Trustee and the
      counterparty thereunder, a form of which is attached hereto as Exhibit
      O.

     

    “Basis
      Risk Cap Amount”: The Basis Risk Cap Amount for any Class of the Floating-Rate
      Certificates is equal to (i) the aggregate amount received by the Trust from
      the
      Basis Risk Cap Agreement multiplied by (ii) a fraction equal to (a) the
      Certificate Principal Balance of such Class immediately prior to the applicable
      Distribution Date divided by (b) the aggregate Certificate Principal Balance
      of
      the Floating-Rate Certificates immediately prior to the applicable Distribution
      Date.

     

    “Book-Entry
      Certificates”: Any of the Certificates that shall be registered in the name of
      the Depository or its nominee, the ownership of which is reflected on the books
      of the Depository or on the books of a Person maintaining an account with the
      Depository (directly, as a “Depository Participant”, or indirectly, as an
      indirect participant in accordance with the rules of the Depository and as
      described in Section 5.02 hereof). On the Closing Date, the Class A and
      Mezzanine Certificates shall be Book-Entry Certificates.

     

    “Business
      Day”: Any day other than a Saturday, a Sunday or a day on which banking or
      savings institutions in the State of Delaware, the State of New York, the State
      of Texas, the State of California or in the city in which the Corporate Trust
      Office of the Trustee is located are authorized or obligated by law or executive
      order to be closed.

     

    “Cap
      Account”: The account or accounts created and maintained pursuant to Section
      4.11. The Cap Account must be an Eligible Account.

     

    “Cap
      Allocation Agreement”: The Cap Allocation Agreement, dated as of June 29, 2006,
      between the Trustee and the Cap Trustee, a form of which is attached hereto
      as
      Exhibit B.

     

    “Cap
      Provider”: Lehman Brothers Special Financing Inc.

     

    “Cap
      Trustee”: Deustsche Bank National Trust Company, a national banking association,
      not in its individual capacity but solely in its capacity as Cap Trustee, and
      any successor thereto.

     

    “Certificate”:
      Any Regular Certificate or Residual Certificate.

     

    “Certificateholder”
      or “Holder”: The Person in whose name a Certificate is registered in the
      Certificate Register, except that a Disqualified Organization or non-U.S. Person
      shall not be a Holder of a Residual Certificate for any purpose hereof and,
      solely for the purposes of giving any consent pursuant to this Agreement, any
      Certificate registered in the name of the Depositor or the Servicer or any
      Affiliate thereof shall be deemed not to be outstanding and the Voting Rights
      to
      which it is entitled shall not be taken into account in determining whether
      the
      requisite percentage of Voting Rights necessary to effect any such consent
      has
      been obtained, except as otherwise provided in Section 11.01. The Trustee and
      the NIMS Insurer may conclusively rely upon a certificate of the Depositor
      or
      the Servicer in determining whether a Certificate is held by an Affiliate
      thereof. All references herein to “Holders” or “Certificateholders” shall
      reflect the rights of Certificate Owners as they may indirectly exercise such
      rights through the Depository and participating members thereof, except as
      otherwise specified herein; provided, however, that the Trustee and the NIMS
      Insurer shall be required to recognize as a “Holder” or “Certificateholder” only
      the Person in whose name a Certificate is registered in the Certificate
      Register.

     

    “Certificate
      Margin”: With respect to each Class of Floating Rate Certificates and for
      purposes of the Marker Rate and the Maximum Uncertificated Accrued Interest
      Deferral Amount, the specified REMIC 2 Regular Interest, as
      follows:

     

    
      	
              Class

            	
              REMIC
                2

              Regular

              Interest

            	
              Certificate
                Margin

            
	
              (1)
                (%)

            	
              (2)
                (%)

            
	
              I-A-1

            	
              LTIA1

            	
              0.140%

            	
              0.280%

            
	
              II-A-1

            	
              LTIIA1

            	
              0.030%

            	
              0.060%

            
	
              II-A-2

            	
              LTIIA2

            	
              0.090%

            	
              0.180%

            
	
              II-A-3

            	
              LTIIA3

            	
              0.150%

            	
              0.300%

            
	
              II-A-4

            	
              LTIIA4

            	
              0.230%

            	
              0.460%

            
	
              M-1

            	
              LTM1

            	
              0.250%

            	
              0.375%

            
	
              M-2

            	
              LTM2

            	
              0.280%

            	
              0.420%

            
	
              M-3

            	
              LTM3

            	
              0.310%

            	
              0.465%

            
	
              M-4

            	
              LTM4

            	
              0.340%

            	
              0.510%

            
	
              M-5

            	
              LTM5

            	
              0.370%

            	
              0.555%

            
	
              M-6

            	
              LTM6

            	
              0.450%

            	
              0.675%

            
	
              M-7

            	
              LTM7

            	
              0.880%

            	
              1.320%

            
	
              M-8

            	
              LTM8

            	
              1.000%

            	
              1.500%

            
	
              M-9

            	
              LTM9

            	
              1.850%

            	
              2.775%

            
	
              M-10

            	
              LTM10

            	
              2.000%

            	
              3.000%

            
	
              M-11

            	
              LTM11

            	
              2.000%

            	
              3.000%

            
	
              M-12

            	
              LTM12

            	
              2.000%

            	
              3.000%

            


    

    __________

    (1) For
      the
      Accrual Period for each Distribution Date on or prior to the Optional
      Termination Date.

    (2) For
      each
      other Accrual Period.

    


    “Certificate
      Owner”: With respect to each Book-Entry Certificate, any beneficial owner
      thereof.

     

    “Certificate
      Principal Balance”: With respect to any Class of Regular Certificates (other
      than the Class C Certificates) immediately prior to any Distribution Date,
      will
      be equal to the Initial Certificate Principal Balance thereof plus any
      Subsequent Recoveries added to the Certificate Principal Balance of such
      Certificate pursuant to Section 4.01, reduced by the sum of all amounts actually
      distributed in respect of principal of such Class and, in the case of a
      Mezzanine Certificate, Realized Losses allocated thereto on all prior
      Distribution Dates. With respect to the Class C Certificates as of any date
      of
      determination, an amount equal to the excess, if any, of (A) the then aggregate
      Uncertificated Principal Balance of the REMIC 2 Regular Interests over (B)
      the
      then aggregate Certificate Principal Balance of the Class A and Mezzanine
      Certificates and the Class P Certificates then outstanding. 

     

    “Certificate
      Register” and “Certificate Registrar”: The register maintained and registrar
      appointed pursuant to Section 5.02 hereof.

     

    “Certification”.
      As defined in Section 3.22(b)(ii).

     

    “Class”:
      Collectively, Certificates which have the same priority of payment and bear
      the
      same class designation and the form of which is identical except for variation
      in the Percentage Interest evidenced thereby.

     

    “Class
      A
      Certificates”: Any Class I-A-1 Certificate, Class II-A-1 Certificate, Class
      II-A-2 Certificate, Class II-A-3 Certificate or Class II-A-4 Certificate.


     

    “Class
      C
      Certificates”: Any one of the Class C Certificates executed by the Trustee, and
      authenticated and delivered by the Certificate Registrar, substantially in
      the
      form annexed hereto as Exhibit A-18, representing (i) a Regular Interest in
      REMIC 4, (ii) the obligation to pay Net WAC Rate Carryover Amounts and Swap
      Termination Payments and (iii) the right to receive the Class IO Distribution
      Amount.

     

    “Class
      C
      Interest”: An uncertificated interest in the Trust Fund held by the Trustee on
      behalf of the Holders of the Class C Certificates, evidencing a REMIC Regular
      Interest in REMIC 3.

     

    “Class
      I-A-1 Certificate”: Any one of the Class I-A-1 Certificates executed by the
      Trustee, and authenticated and delivered by the Certificate Registrar,
      substantially in the form annexed hereto as Exhibit A-1, representing (i) a
      Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
      Carryover Amount and (iii) the obligation to pay the Class IO Distribution
      Amount.

     

    “Class
      II-A-1 Certificate”: Any one of the Class II-A-1 Certificates executed by the
      Trustee, and authenticated and delivered by the Certificate Registrar,
      substantially in the form annexed hereto as Exhibit A-2, representing (i) a
      Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
      Carryover Amount and (iii) the obligation to pay the Class IO Distribution
      Amount.

     

    “Class
      II-A-2 Certificate”: Any one of the Class II-A-2 Certificates executed by the
      Trustee, and authenticated and delivered by the Certificate Registrar,
      substantially in the form annexed hereto as Exhibit A-3, representing (i) a
      Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
      Carryover Amount and (iii) the obligation to pay the Class IO Distribution
      Amount.

     

    “Class
      II-A-3 Certificate”: Any one of the Class II-A-3 Certificates executed by the
      Trustee, and authenticated and delivered by the Certificate Registrar,
      substantially in the form annexed hereto as Exhibit A-4, representing (i) a
      Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
      Carryover Amount and (iii) the obligation to pay the Class IO Distribution
      Amount.

     

    “Class
      II-A-4 Certificate”: Any one of the Class II-A-4 Certificates executed by the
      Trustee, and authenticated and delivered by the Certificate Registrar,
      substantially in the form annexed hereto as Exhibit A-5, representing (i) a
      Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
      Carryover Amount and (iii) the obligation to pay the Class IO Distribution
      Amount.

     

    “Class
      M-1 Certificate”: Any one of the Class M-1 Certificates executed by the Trustee,
      and authenticated and delivered by the Certificate Registrar, substantially
      in
      the form annexed hereto as Exhibit A-6, representing (i) a Regular Interest
      in
      REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
      the obligation to pay the Class IO Distribution Amount.

     

    “Class
      M-2 Certificate”: Any one of the Class M-2 Certificates executed by the Trustee,
      and authenticated and delivered by the Certificate Registrar, substantially
      in
      the form annexed hereto as Exhibit A-7, representing (i) a Regular Interest
      in
      REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
      the obligation to pay the Class IO Distribution Amount.

     

    “Class
      M-3 Certificate”: Any one of the Class M-3 Certificates executed by the Trustee,
      and authenticated and delivered by the Certificate Registrar, substantially
      in
      the form annexed hereto as Exhibit A-8, representing (i) a Regular Interest
      in
      REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
      the obligation to pay the Class IO Distribution Amount.

     

    “Class
      M-4 Certificate”: Any one of the Class M-4 Certificates executed by the Trustee,
      and authenticated and delivered by the Certificate Registrar, substantially
      in
      the form annexed hereto as Exhibit A-9, representing (i) a Regular Interest
      in
      REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
      the obligation to pay the Class IO Distribution Amount.

     

    “Class
      M-4 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Class A Certificates (after
      taking into account the distribution of the Senior Principal Distribution Amount
      on such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1 Certificates (after taking into account the distribution of the Sequential
      Class M Principal Distribution Amount on such Distribution Date), (iii) the
      Certificate Principal Balance of the Class M-2 Certificates (after taking into
      account the distribution of the Sequential Class M Principal Distribution Amount
      on such Distribution Date) (iv) the Certificate Principal Balance of the Class
      M-3 Certificates (after taking into account the distribution of the Class M-3
      Principal Distribution Amount on such Distribution Date) and (v) the Certificate
      Principal Balance of the Class M-4 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) 80.20% 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 related Overcollateralization
      Floor.

     

    “Class
      M-5 Certificate”: Any one of the Class M-5 Certificates executed by the Trustee,
      and authenticated and delivered by the Certificate Registrar, substantially
      in
      the form annexed hereto as Exhibit A-10, representing (i) a Regular Interest
      in
      REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
      the obligation to pay the Class IO Distribution Amount.

     

    “Class
      M-5 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Class A Certificates (after
      taking into account the distribution of the Senior Principal Distribution Amount
      on such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1 Certificates (after taking into account the distribution of the Sequential
      Class M Principal Distribution Amount on such Distribution Date), (iii) the
      Certificate Principal Balance of the Class M-2 Certificates (after taking into
      account the distribution of the Sequential Class M Principal Distribution Amount
      on such Distribution Date), (iv) the Certificate Principal Balance of the Class
      M-3 Certificates (after taking into account the distribution of the Class M-3
      Principal Distribution Amount on such Distribution Date), (v) the Certificate
      Principal Balance of the Class M-4 Certificates (after taking into account
      the
      distribution of the Class M-4 Principal Distribution Amount on such Distribution
      Date) and (vi) the Certificate Principal Balance of the Class M-5 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) 83.70% 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 related
      Overcollateralization Floor.

     

    “Class
      M-6 Certificate”: Any one of the Class M-6 Certificates executed by the Trustee,
      and authenticated and delivered by the Certificate Registrar, substantially
      in
      the form annexed hereto as Exhibit A-11, representing (i) a Regular Interest
      in
      REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
      the obligation to pay the Class IO Distribution Amount.

     

    “Class
      M-6 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Class A Certificates (after
      taking into account the distribution of the Senior Principal Distribution Amount
      on such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1 Certificates (after taking into account the distribution of the Sequential
      Class M Principal Distribution Amount on such Distribution Date), (iii) the
      Certificate Principal Balance of the Class M-2 Certificates (after taking into
      account the distribution of the Sequential Class M Principal Distribution Amount
      on such Distribution Date), (iv) the Certificate Principal Balance of the Class
      M-3 Certificates (after taking into account the distribution of the Class M-3
      Principal Distribution Amount on such Distribution Date), (v) the Certificate
      Principal Balance of the Class M-4 Certificates (after taking into account
      the
      distribution of the Class M-4 Principal Distribution Amount on such Distribution
      Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
      (after taking into account the distribution of the Class M-5 Principal
      Distribution Amount on such Distribution Date) and (vii) the Certificate
      Principal Balance of the Class M-6 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) 87.00% and
      (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) minus the related Overcollateralization
      Floor.

     

    “Class
      M-7 Certificate”: Any one of the Class M-7 Certificates executed by the Trustee,
      and authenticated and delivered by the Certificate Registrar, substantially
      in
      the form annexed hereto as Exhibit A-12, representing (i) a Regular Interest
      in
      REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
      the obligation to pay the Class IO Distribution Amount.

     

    “Class
      M-7 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Class A Certificates (after
      taking into account the distribution of the Senior Principal Distribution Amount
      on such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1 Certificates (after taking into account the distribution of the Sequential
      Class M Principal Distribution Amount on such Distribution Date), (iii) the
      Certificate Principal Balance of the Class M-2 Certificates (after taking into
      account the distribution of the Sequential Class M Principal Distribution Amount
      on such Distribution Date), (iv) the Certificate Principal Balance of the Class
      M-3 Certificates (after taking into account the distribution of the Class M-3
      Principal Distribution Amount on such Distribution Date), (v) the Certificate
      Principal Balance of the Class M-4 Certificates (after taking into account
      the
      distribution of the Class M-4 Principal Distribution Amount on such Distribution
      Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
      (after taking into account the distribution of the Class M-5 Principal
      Distribution Amount on such Distribution Date), (vii) the Certificate Principal
      Balance of the Class M-6 Certificates (after taking into account the
      distribution of the Class M-6 Principal Distribution Amount on such Distribution
      Date) and (viii) the Certificate Principal Balance of the Class M-7 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) 89.80% 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 related
      Overcollateralization Floor.

     

    “Class
      M-8 Certificate”: Any one of the Class M-8 Certificates executed by the Trustee,
      and authenticated and delivered by the Certificate Registrar, substantially
      in
      the form annexed hereto as Exhibit A-13, representing (i) a Regular Interest
      in
      REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
      the obligation to pay the Class IO Distribution Amount.

     

    “Class
      M-8 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Class A Certificates (after
      taking into account the distribution of the Senior Principal Distribution Amount
      on such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1 Certificates (after taking into account the distribution of the Sequential
      Class M Principal Distribution Amount on such Distribution Date), (iii) the
      Certificate Principal Balance of the Class M-2 Certificates (after taking into
      account the distribution of the Sequential Class M Principal Distribution Amount
      on such Distribution Date), (iv) the Certificate Principal Balance of the Class
      M-3 Certificates (after taking into account the distribution of the Class M-3
      Principal Distribution Amount on such Distribution Date), (v) the Certificate
      Principal Balance of the Class M-4 Certificates (after taking into account
      the
      distribution of the Class M-4 Principal Distribution Amount on such Distribution
      Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
      (after taking into account the distribution of the Class M-5 Principal
      Distribution Amount on such Distribution Date), (vii) the Certificate Principal
      Balance of the Class M-6 Certificates (after taking into account the
      distribution of the Class M-6 Principal Distribution Amount on such Distribution
      Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
      (after taking into account the distribution of the Class M-7 Principal
      Distribution Amount on such Distribution Date) and (ix) the Certificate
      Principal Balance of the Class M-8 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) 92.40% 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 related Overcollateralization
      Floor.

     

    “Class
      M-9 Certificate”: Any one of the Class M-9 Certificates executed by the Trustee,
      and authenticated and delivered by the Certificate Registrar, substantially
      in
      the form annexed hereto as Exhibit A-14, representing (i) a Regular Interest
      in
      REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
      the obligation to pay the Class IO Distribution Amount.

     

    “Class
      M-9 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Class A Certificates (after
      taking into account the distribution of the Senior Principal Distribution Amount
      on such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1 Certificates (after taking into account the distribution of the Sequential
      Class M Principal Distribution Amount on such Distribution Date), (iii) the
      Certificate Principal Balance of the Class M-2 Certificates (after taking into
      account the distribution of the Sequential Class M Principal Distribution Amount
      on such Distribution Date), (iv) the Certificate Principal Balance of the Class
      M-3 Certificates (after taking into account the distribution of the Class M-3
      Principal Distribution Amount on such Distribution Date), (v) the Certificate
      Principal Balance of the Class M-4 Certificates (after taking into account
      the
      distribution of the Class M-4 Principal Distribution Amount on such Distribution
      Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
      (after taking into account the distribution of the Class M-5 Principal
      Distribution Amount on such Distribution Date), (vii) the Certificate Principal
      Balance of the Class M-6 Certificates (after taking into account the
      distribution of the Class M-6 Principal Distribution Amount on such Distribution
      Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
      (after taking into account the distribution of the Class M-7 Principal
      Distribution Amount on such Distribution Date), (ix) the Certificate Principal
      Balance of the Class M-8 Certificates (after taking into account the
      distribution of the Class M-8 Principal Distribution Amount on such Distribution
      Date) and (x) the Certificate Principal Balance of the Class M-9 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) 93.80% 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 related
      Overcollateralization Floor.

     

    “Class
      M-10 Certificate”: Any one of the Class M-10 Certificates executed by the
      Trustee, and authenticated and delivered by the Certificate Registrar,
      substantially in the form annexed hereto as Exhibit A-15, representing (i)
      a
      Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
      Carryover Amount and (iii) the obligation to pay the Class IO Distribution
      Amount.

     

    “Class
      M-10 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Class A Certificates (after
      taking into account the distribution of the Senior Principal Distribution Amount
      on such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1 Certificates (after taking into account the distribution of the Sequential
      Class M Principal Distribution Amount on such Distribution Date), (iii) the
      Certificate Principal Balance of the Class M-2 Certificates (after taking into
      account the distribution of the Sequential Class M Principal Distribution Amount
      on such Distribution Date), (iv) the Certificate Principal Balance of the Class
      M-3 Certificates (after taking into account the distribution of the Sequential
      Class M Principal Distribution Amount on such Distribution Date), (v) the
      Certificate Principal Balance of the Class M-4 Certificates (after taking into
      account the distribution of the Class M-4 Principal Distribution Amount on
      such
      Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
      Certificates (after taking into account the distribution of the Class M-5
      Principal Distribution Amount on such Distribution Date), (vii) the Certificate
      Principal Balance of the Class M-6 Certificates (after taking into account
      the
      distribution of the Class M-6 Principal Distribution Amount on such Distribution
      Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
      (after taking into account the distribution of the Class M-7 Principal
      Distribution Amount on such Distribution Date), (ix) the Certificate Principal
      Balance of the Class M-8 Certificates (after taking into account the
      distribution of the Class M-8 Principal Distribution Amount on such Distribution
      Date), (x) the Certificate Principal Balance of the Class M-9 Certificates
      (after taking into account the distribution of the Class M-9 Principal
      Distribution Amount on such Distribution Date) and (xi) the Certificate
      Principal Balance of the Class M-10 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) 95.80% 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 related Overcollateralization
      Floor.

     

    “Class
      M-11 Certificate”: Any one of the Class M-11 Certificates executed by the
      Trustee, and authenticated and delivered by the Certificate Registrar,
      substantially in the form annexed hereto as Exhibit A-16, representing (i)
      a
      Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
      Carryover Amount and (iii) the obligation to pay the Class IO Distribution
      Amount.

     

    “Class
      M-11 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Class A Certificates (after
      taking into account the distribution of the Senior Principal Distribution Amount
      on such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1 Certificates (after taking into account the distribution of the Sequential
      Class M Principal Distribution Amount on such Distribution Date), (iii) the
      Certificate Principal Balance of the Class M-2 Certificates (after taking into
      account the distribution of the Sequential Class M Principal Distribution Amount
      on such Distribution Date), (iv) the Certificate Principal Balance of the Class
      M-3 Certificates (after taking into account the distribution of the Sequential
      Class M Principal Distribution Amount on such Distribution Date), (v) the
      Certificate Principal Balance of the Class M-4 Certificates (after taking into
      account the distribution of the Class M-4 Principal Distribution Amount on
      such
      Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
      Certificates (after taking into account the distribution of the Class M-5
      Principal Distribution Amount on such Distribution Date), (vii) the Certificate
      Principal Balance of the Class M-6 Certificates (after taking into account
      the
      distribution of the Class M-6 Principal Distribution Amount on such Distribution
      Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
      (after taking into account the distribution of the Class M-7 Principal
      Distribution Amount on such Distribution Date), (ix) the Certificate Principal
      Balance of the Class M-8 Certificates (after taking into account the
      distribution of the Class M-8 Principal Distribution Amount on such Distribution
      Date), (x) the Certificate Principal Balance of the Class M-9 Certificates
      (after taking into account the distribution of the Class M-8 Principal
      Distribution Amount on such Distribution Date), (xi) the Certificate Principal
      Balance of the Class M-10 Certificates (after taking into account the
      distribution of the Class M-10 Principal Distribution Amount on such
      Distribution Date) and (xii) the Certificate Principal Balance of the Class
      M-11
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) 97.10% 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 related Overcollateralization Floor.

     

    “Class
      M-12 Certificate”: Any one of the Class M-11 Certificates executed by the
      Trustee, and authenticated and delivered by the Certificate Registrar,
      substantially in the form annexed hereto as Exhibit A-17, representing (i)
      a
      Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
      Carryover Amount and (iii) the obligation to pay the Class IO Distribution
      Amount.

     

    “Class
      M-12 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Class A Certificates (after
      taking into account the distribution of the Senior Principal Distribution Amount
      on such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1 Certificates (after taking into account the distribution of the Sequential
      Class M Principal Distribution Amount on such Distribution Date), (iii) the
      Certificate Principal Balance of the Class M-2 Certificates (after taking into
      account the distribution of the Sequential Class M Principal Distribution Amount
      on such Distribution Date), (iv) the Certificate Principal Balance of the Class
      M-3 Certificates (after taking into account the distribution of the Sequential
      Class M Principal Distribution Amount on such Distribution Date), (v) the
      Certificate Principal Balance of the Class M-4 Certificates (after taking into
      account the distribution of the Class M-4 Principal Distribution Amount on
      such
      Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
      Certificates (after taking into account the distribution of the Class M-5
      Principal Distribution Amount on such Distribution Date), (vii) the Certificate
      Principal Balance of the Class M-6 Certificates (after taking into account
      the
      distribution of the Class M-6 Principal Distribution Amount on such Distribution
      Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
      (after taking into account the distribution of the Class M-7 Principal
      Distribution Amount on such Distribution Date), (ix) the Certificate Principal
      Balance of the Class M-8 Certificates (after taking into account the
      distribution of the Class M-8 Principal Distribution Amount on such Distribution
      Date), (x) the Certificate Principal Balance of the Class M-9 Certificates
      (after taking into account the distribution of the Class M-8 Principal
      Distribution Amount on such Distribution Date), (xi) the Certificate Principal
      Balance of the Class M-10 Certificates (after taking into account the
      distribution of the Class M-10 Principal Distribution Amount on such
      Distribution Date), (xii) the Certificate Principal Balance of the Class M-11
      Certificates (after taking into account the distribution of the Class M-11
      Principal Distribution Amount on such Distribution Date), (xiii) the Certificate
      Principal Balance of the Class M-12 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) 98.20% 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 related Overcollateralization
      Floor.

     

    “Class
      P
      Certificate”: Any one of the Class P Certificates executed by the Trustee, and
      authenticated and delivered by the Certificate Registrar, substantially in
      the
      form annexed hereto as Exhibit A-19, representing a Regular Interest in REMIC
      5.

     

    “Class
      P
      Interest”: An uncertificated interest in the Trust Fund held by the Trustee on
      behalf of the Holders of the Class P Certificates, evidencing a Regular Interest
      in REMIC 3 for purposes of the REMIC Provisions.

     

    “Class
      R
      Certificate”: The Class R Certificate executed by the Trustee, and authenticated
      and delivered by the Certificate Registrar, substantially in the form annexed
      hereto as Exhibit A-20 and evidencing the ownership of the Class R-1 Interest,
      the Class R-2 Interest and the Class R-3 Interest.

     

    “Class
      R-1 Interest”: The uncertificated Residual Interest in REMIC 1.

     

    “Class
      R-2 Interest”: The uncertificated Residual Interest in REMIC 2.

     

    “Class
      R-3 Interest”: The uncertificated Residual Interest in REMIC 3.

     

    “Class
      R-4 Interest”: The uncertificated Residual Interest in REMIC 4.

     

    “Class
      R-5 Interest”: The uncertificated Residual Interest in REMIC 5.

     

    “Class
      R-6 Interest”: The uncertificated Residual Interest in REMIC 6.

     

    “Class
      R-X Certificate”: The Class R-X Certificate executed by the Trustee, and
      authenticated and delivered by the Certificate Registrar, substantially in
      the
      form annexed hereto as Exhibit A-21 and evidencing the ownership of the Class
      R-4 Interest, the Class R-5 Interest and the Class R-6 Interest.

     

    “Close
      of
      Business”: As used herein, with respect to any Business Day, 5:00 p.m. (New York
      time).

     

    “Closing
      Date”: June 29, 2006.

     

    “Code”:
      The Internal Revenue Code of 1986, as amended.

     

    “Collection
      Account”: The account or accounts created and maintained by the Servicer
      pursuant to Section 3.10(a), which shall be entitled “Deutsche Bank National
      Trust Company, as Trustee, in trust for registered Holders of First Franklin
      Mortgage Loan Trust 2006-FF8, Asset-Backed Certificates, Series 2006-FF8,” which
      must be an Eligible Account.

     

    “Compensating
      Interest”: As defined in Section 3.24 hereof.

     

    “Corporate
      Trust Office”: The principal corporate trust office of the Trustee at which at
      any particular time its corporate trust business in connection with this
      Agreement shall be administered, which office at the date of the execution
      of
      this instrument is located at 1761 East St. Andrew Place, Santa Ana, CA
      92705-4934, Attention: Trust Administration-GC06Z8, or at such other address
      as
      the Trustee may designate from time to time by notice to the Certificateholders,
      the Depositor, the Servicer and the Seller.

     

    “Corresponding
      Certificate”: With respect to each REMIC 2 Regular Interest set forth below, the
      corresponding Regular Certificate set forth in the table below:

     

    
      	
              REMIC
                2 Regular Interest

            	
              Regular
                Certificate

            
	
              LTIA1

            	
              Class
                I-A-1

            
	
              LTIIA1

            	
              Class
                II-A-1

            
	
              LTIIA2

            	
              Class
                II-A-2

            
	
              LTIIA3

            	
              Class
                II-A-3

            
	
              LTIIA4

            	
              Class
                II-A-4

            
	
              LTM1

            	
              Class
                M-1

            
	
              LTM2

            	
              Class
                M-2

            
	
              LTM3

            	
              Class
                M-3

            
	
              LTM4

            	
              Class
                M-4

            
	
              LTM5

            	
              Class
                M-5

            
	
              LTM6

            	
              Class
                M-6

            
	
              LTM7

            	
              Class
                M-7

            
	
              LTM8

            	
              Class
                M-8

            
	
              LTM9

            	
              Class
                M-9

            
	
              LTM10

            	
              Class
                M-10

            
	
              LTM11

            	
              Class
                M-11

            
	
              LTM12

            	
              Class
                M-12

            
	
              LTP

            	
              Class
                P

            


    

    


    “Credit
      Risk Management Agreement”: The Credit Risk Management Agreement, dated June 29,
      2006, between the Servicer and the Credit Risk Manager.

     

    “Credit
      Risk Manager”: Clayton Fixed Income Services Inc., formerly known as The
      Murrayhill Company, its successors and assigns.

     

    “Credit
      Risk Manager Fee”: for
      any
      Distribution Date is the premium payable to the Credit Risk Manager at the
      Credit Risk Manager Fee Rate on the then current aggregate principal balance
      of
      the Mortgage Loans. 

     

    “Credit
      Risk Manager Fee Rate”: for any Distribution Date is 0.0125% per
      annum.

     

    “Cumulative
      Loss Percentage”: With respect to any Distribution Date, the percentage
      equivalent of a fraction, the numerator of which is the aggregate amount of
      Realized Losses incurred from the Cut-off Date to the last day of the preceding
      calendar month and the denominator of which is the aggregate Stated Principal
      Balance of the Mortgage Loans as of the Cut-off Date.

     

    “Custodial
      Agreement”: The Custodial Agreement, dated as of June 1, 2006, among the
      Custodian, the Trustee and the Servicer.

     

    “Custodian”:
      Wells Fargo Bank, N.A., as custodian of the Mortgage Files, or any successor
      thereto, pursuant to the Custodial Agreement.

     

    “Cut-off
      Date”: With respect to each Mortgage Loan, June 1, 2006. 

     

    “Cut-off
      Date Principal Balance”: With respect to any Mortgage Loan, the unpaid Stated
      Principal Balance thereof as of the Cut-off Date of such Mortgage Loan (or
      as of
      the applicable date of substitution with respect to a Qualified Substitute
      Mortgage Loan), after giving effect to scheduled payments due on or before
      the
      Cut-off Date, whether or not received.

     

    “DBRS”:
      Dominion Bond Ratings Service, Inc.

     

    “Debt
      Service Reduction”: With respect to any Mortgage Loan, a reduction in the
      scheduled Monthly Payment for such Mortgage Loan by a court of competent
      jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
      resulting from a Deficient Valuation.

     

    “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 Stated Principal Balance of the Mortgage Loan, which
      valuation results from a proceeding initiated under the Bankruptcy
      Code.

     

    “Definitive
      Certificates”: As defined in Section 5.02(c) hereof.

     

    “Deleted
      Mortgage Loan”: A Mortgage Loan replaced or to be replaced by one or more
      Qualified Substitute Mortgage Loans.

     

    “Delinquency
      Percentage”: For any Distribution Date, the percentage obtained by dividing (x)
      the aggregate Stated Principal Balance of Mortgage Loans that are Delinquent
      60
      days or more (including Mortgage Loans that are in foreclosure, that have been
      converted to REO Properties or that are in bankruptcy and are Delinquent 60
      days
      or more) by (y) the aggregate Stated Principal Balance of the Mortgage Loans,
      in
      each case, as of the last day of the previous calendar month.

     

    “Delinquent”:
      With respect to any Mortgage Loan and related Monthly Payment, the Monthly
      Payment due on a Due Date which is not made by the Close of Business on the
      next
      scheduled Due Date for such Mortgage Loan. For example, a Mortgage Loan is
      60 or
      more days Delinquent if the Monthly Payment due on a Due Date is not made by
      the
      Close of Business on the second scheduled Due Date after such Due
      Date.

     

    “Depositor”:
      Financial Asset Securities Corp., a Delaware corporation, or any successor
      in
      interest.

     

    “Depository”:
      The initial Depository shall be The Depository Trust Company, whose nominee
      is
      Cede & Co., or any other organization registered as a “clearing agency”
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended.
      The
      Depository shall initially be the registered Holder of the Book-Entry
      Certificates. The Depository shall at all times be a “clearing corporation” as
      defined in Section 8-102(3) of the Uniform Commercial Code of the State of
      New
      York.

     

    “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 any Distribution Date, the 15th
      day of
      the calendar month in which such Distribution Date occurs or, if such
      15th
      day is
      not a Business Day, the Business Day immediately preceding such 15th
      day.

     

    “Directly
      Operate”: With respect to any REO Property, the furnishing or rendering of
      services to the tenants thereof, the management or operation of such REO
      Property, the holding of such REO Property primarily for sale to customers,
      the
      performance of any construction work thereon or any use of such REO Property
      in
      a trade or business conducted by the REMIC other than through an Independent
      Contractor; provided, however, that the Trustee (or the Servicer on behalf
      of
      the Trustee) shall not be considered to Directly Operate an REO Property solely
      because the Trustee (or the Servicer on behalf of the Trustee) establishes
      rental terms, chooses tenants, enters into or renews leases, deals with taxes
      and insurance, or makes decisions as to repairs or capital expenditures with
      respect to such REO Property.

     

    “Disqualified
      Organization”: A “disqualified organization” under Section 860E of the Code,
      which as of the Closing Date is any of: (i) the United States, any state or
      political subdivision thereof, any foreign government, any international
      organization, or any agency or instrumentality of any of the foregoing, (ii)
      any
      organization (other than a cooperative described in Section 521 of the Code)
      which is exempt from the tax imposed by Chapter 1 of the Code unless such
      organization is subject to the tax imposed by Section 511 of the Code, (iii)
      any
      organization described in Section 1381(a)(2)(C) of the Code or (iv) an “electing
      large partnership” within the meaning of Section 775 of the Code. A corporation
      will not be treated as an instrumentality of the United States or of any state
      or political subdivision thereof, if all of its activities are subject to tax
      and, a majority of its board of directors is not selected by a governmental
      unit. The term “United States”, “state” and “international organizations” shall
      have the meanings set forth in Section 7701 of the Code.

     

    “Distribution
      Account”: The trust account or accounts created and maintained by the Trustee
      pursuant to Section 3.10(b) which shall be entitled “Distribution Account,
      Deutsche Bank National Trust Company, as Trustee, in trust for the registered
      Certificateholders of First Franklin Mortgage Loan Trust 2006-FF8, Asset-Backed
      Certificates, Series 2006-FF8” and which must be an Eligible
      Account.

     

    “Distribution
      Date”: The 25th
      day of
      any calendar month, or if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day,
      commencing in July 2006.

     

    “Due
      Date”: With respect to each Mortgage Loan and any Distribution Date, the first
      day of the calendar month in which such Distribution Date occurs on which the
      Monthly Payment for such Mortgage Loan was due (or, in the case of any Mortgage
      Loan under the terms of which the Monthly Payment for such Mortgage Loan was
      due
      on a day other than the first day of the calendar month in which such
      Distribution Date occurs, the day during the related Due Period on which such
      Monthly Payment was due), exclusive of any days of grace.

     

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

     

    “Eligible
      Account”: Any of (i) an account or accounts 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 the principal subsidiary of a holding company, the short-term
      unsecured debt obligations of such holding company) are rated A-1+ by S&P,
      F-1 by Fitch and P-1 by Moody’s (or comparable ratings if S&P, Fitch and
      Moody’s are not the Rating Agencies) at the time any amounts are held on deposit
      therein, (ii) an account or accounts the deposits in which are fully insured
      by
      the FDIC up to the insured amount, (iii) a trust account or accounts maintained
      with the trust department of a federal or state chartered depository
      institution, national banking association or trust company acting in its
      fiduciary capacity or (iv) an account otherwise acceptable to each Rating Agency
      without reduction or withdrawal of their then current ratings of the
      Certificates as evidenced by a letter from each Rating Agency to the Trustee
      and
      the NIMS Insurer. Eligible Accounts may bear interest.

     

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

     

    “Escrow
      Account”: The account or accounts created and maintained pursuant to Section
      3.09.

     

    “Escrow
      Payments”: The amounts constituting ground rents, taxes, assessments, water
      rates, fire and hazard insurance premiums and other payments required to be
      escrowed by the Mortgagor with the mortgagee pursuant to any Mortgage
      Loan.

     

    “Excess
      Overcollateralized Amount”: With respect to the Class A and Mezzanine
      Certificates and any Distribution Date, the excess, if any, of the sum of (i)
      the Overcollateralized Amount for such Distribution Date, assuming that 100%
      of
      the Principal Remittance Amount is applied as a principal payment on such
      Distribution Date and (ii) any amounts received under the Interest Rate Swap
      Agreement for such purpose over (iii) the Overcollateralization Target Amount
      for such Distribution Date.

     

    “Extra
      Principal Distribution Amount”: With respect to any Distribution Date, the
      lesser of (x) the Monthly Interest Distributable Amount payable on the Class
      C
      Certificates on such Distribution Date as reduced by Realized Losses allocated
      thereto with respect to such Distribution Date pursuant to Section 4.08 and
      (y)
      the Overcollateralization Deficiency Amount for such Distribution
      Date.

     

    “Fannie
      Mae”: Federal National Mortgage Association or any successor
      thereto.

     

    “FDIC”:
      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 Seller
      or
      the Servicer pursuant to or as contemplated by Section 2.03, Section 3.16(c)
      or
      Section 10.01), a determination made by the Servicer that all Insurance
      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.

     

    “Fitch”:
      Fitch Ratings, or its successor in interest.

     

    “Fixed-Rate
      Mortgage Loan”: A first lien Mortgage Loan which provides for a fixed Mortgage
      Rate payable with respect thereto. The Fixed-Rate Mortgage Loans are identified
      as such on the Mortgage Loan Schedule.

     

    “Fixed
      Swap Payment”: With respect to any Distribution Date, a fixed amount equal to
      the related amount set forth in the Interest Rate Swap Agreement.

     

    “Floating
      Rate Certificates”: Any Class A Certificate or Mezzanine
      Certificate.

     

    “Floating
      Swap Payment”: With respect to any Distribution Date, a floating amount equal to
      the product of (i) Swap LIBOR, (ii) the related Base Calculation Amount
(as
      defined in the Interest Rate Swap Agreement),
      (iii)
      250 and (iv) a fraction, the numerator of which is the actual number of days
      elapsed from and including the previous Floating Rate Payer Payment Date (as
      defined in the Interest Rate Swap Agreement) to but excluding the current
      Floating Rate Payer Payment Date (or, for the first Floating Rate Payer Payment
      Date, the actual number of days elapsed from the Closing Date to but excluding
      the first Floating Rate Payer Payment Date), and the denominator of which is
      360.

     

    “Formula
      Rate”: For any Distribution Date and any Class of the Floating Rate
      Certificates, the lesser of (i) the Base Rate and (ii) the Maximum Cap
      Rate.

     

    “Freddie
      Mac”: The Federal Home Loan Mortgage Corporation, or any successor
      thereto.

     

    “Gross
      Margin”: With respect to each Adjustable-Rate Mortgage Loan, the fixed
      percentage set forth in the related Mortgage Note that is added to the Index
      on
      each Adjustment Date in accordance with the terms of the related Mortgage Note
      used to determine the Mortgage Rate for such Mortgage Loan.

     

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

     

    “Group
      I
      Basic Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (i) the Group I Principal Remittance Amount for such Distribution
      Date
      over (ii)(a) the Overcollateralization Release Amount, if any, for such
      Distribution Date multiplied by (b) the Group I Allocation
      Percentage.

     

    “Group
      I
      Certificates”: The Class I-A-1 Certificates.

     

    “Group
      I
      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 I Mortgage Loans.

     

    “Group
      I
      Mortgage Loan”: A Mortgage Loan assigned to Loan Group I with a Stated Principal
      Balance at origination that conforms to Fannie Mae and Freddie Mac loan limits.
      The aggregate principal balance of the Group I Mortgage Loans as of the Cut-off
      Date is equal to $308,302,748.65.

     

    “Group
      I
      Principal Distribution Amount”: With respect to any Distribution Date, the sum
      of (i) the Group I Basic Principal Distribution Amount for such Distribution
      Date and (ii)(a) the Extra Principal Distribution Amount for such Distribution
      Date multiplied by (b) the Group I Allocation Percentage.

     

    “Group
      I
      Principal Remittance Amount”: With respect to any Distribution Date, that
      portion of Available Funds equal to the sum of (i) each scheduled payment of
      principal collected or advanced on the Group I Mortgage Loans by the Servicer
      that were due during the related Due Period, (ii) the principal portion of
      all
      full Principal Prepayments of the Group I Mortgage Loans applied by the Servicer
      during the related Prepayment Period, (iii) the principal portion of all related
      partial Principal Prepayments, Net Liquidation Proceeds, Insurance Proceeds
      and
      Subsequent Recoveries received during the prior calendar month with respect
      to
      the Group I Mortgage Loans, (iv) that portion of the Purchase Price,
      representing principal of any repurchased Group I Mortgage Loan, deposited
      to
      the Collection Account during the prior calendar month, (v) the principal
      portion of any related Substitution Adjustments deposited in the Collection
      Account during the prior calendar month with respect to the Group I Mortgage
      Loans and (vi) on the Distribution Date on which the Trust Fund is to be
      terminated pursuant to Section 10.01, that portion of the Termination Price,
      in
      respect of principal on the Group I Mortgage Loans.

     

    “Group
      I
      Senior Principal Distribution Amount”: The excess of (x) the Certificate
      Principal Balance of the Group I Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) 58.00% and
      (ii)
      the aggregate Stated Principal Balance of the Group I 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 I 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 related Overcollateralization
      Floor.

     

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

     

    “Group
      II
      Basic Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (i) the Group II Principal Remittance Amount for such Distribution
      Date over (ii)(a) the Overcollateralization Release Amount, if any, for such
      Distribution Date multiplied by (b) the Group II Allocation
      Percentage.

     

    “Group
      II
      Certificates”: Any Class II-A-1 Certificate, Class II-A-2 Certificate, Class
      II-A-3 Certificate or Class II-A-4 Certificate.

     

    “Group
      II
      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 II Mortgage Loans.

     

    “Group
      II
      Mortgage Loan”: A Mortgage Loan assigned to Loan Group II with a Stated
      Principal Balance at origination that may or may not conform to Fannie Mae
      and
      Freddie Mac loan limits. The aggregate principal balance of the Group II
      Mortgage Loans as of the Cut-off Date is equal to $539,361,775.60.

     

    “Group
      II
      Principal Distribution Amount”: With respect to any Distribution Date, the sum
      of (i) the Group II Basic Principal Distribution Amount for such Distribution
      Date and (ii)(a) the Extra Principal Distribution Amount for such Distribution
      Date multiplied by (b) the Group II Allocation Percentage.

     

    “Group
      II
      Principal Remittance Amount”: With respect to any Distribution Date, that
      portion of Available Funds equal to the sum of (i) each scheduled payment of
      principal collected or advanced on the Group II Mortgage Loans by the Servicer
      that were due during the related Due Period, (ii) the principal portion of
      all
      full Principal Prepayments of the Group II Mortgage Loans applied by the
      Servicer during the related Prepayment Period, (iii) the principal portion
      of
      all related partial Principal Prepayments, Net Liquidation Proceeds, Insurance
      Proceeds and Subsequent Recoveries received during the prior calendar month
      with
      respect to the Group II Mortgage Loans, (iv) that portion of the Purchase Price,
      representing principal of any repurchased Group II Mortgage Loan, deposited
      to
      the Collection Account during the prior calendar month, (v) the principal
      portion of any related Substitution Adjustments deposited in the Collection
      Account during the prior calendar month with respect to the Group II Mortgage
      Loans and (vi) on the Distribution Date on which the Trust Fund is to be
      terminated pursuant to Section 10.01, that portion of the Termination Price,
      in
      respect of principal on the Group II Mortgage Loans. 

     

    “Group
      II
      Senior Principal Distribution Amount”: The excess of (x) the aggregate
      Certificate Principal Balance of the Group II Certificates immediately prior
      to
      such Distribution Date over (y) the lesser of (A) the product of (i) 58.00%
      and
      (ii) the aggregate Stated Principal Balance of the Group II 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 II 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 related
      Overcollateralization Floor.

     

    “Highest
      Priority”: As
      of any
      date of determination, the Class of Mezzanine Certificates then outstanding
      with
      a Certificate Principal Balance greater than zero, with the highest priority
      for
      payments pursuant to Section 4.01, in the following order of decreasing
      priority: Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
      Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12
      Certificates.

     

    “Indenture”:
      An indenture relating to the issuance of notes secured by the Class C
      Certificates, the Class P Certificates and/or Residual Certificates (or any
      portion thereof) which may or may not be guaranteed by the NIMS
      Insurer.

     

    “Independent”:
      When used with respect to any specified Person, any such Person who (a) is
      in
      fact independent of the Depositor, the Servicer and their respective Affiliates,
      (b) does not have any direct financial interest in or any material indirect
      financial interest in the Depositor or the Servicer or any Affiliate thereof,
      and (c) is not connected with the Depositor or the Servicer or any Affiliate
      thereof as an officer, employee, promoter, underwriter, trustee, partner,
      director or Person performing similar functions; provided, however, that a
      Person shall not fail to be Independent of the Depositor or the Servicer or
      any
      Affiliate thereof merely because such Person is the beneficial owner of 1%
      or
      less of any class of securities issued by the Depositor or the Servicer or
      any
      Affiliate thereof, as the case may be.

     

    “Independent
      Contractor”: Either (i) any Person (other than the Servicer) that would be an
“independent contractor” with respect to any of the REMICs created hereunder
      within the meaning of Section 856(d)(3) of the Code if such REMIC were a real
      estate investment trust (except that the ownership tests set forth in that
      section shall be considered to be met by any Person that owns, directly or
      indirectly, 35% or more of any Class of Certificates), so long as each such
      REMIC does not receive or derive any income from such Person and provided that
      the relationship between such Person and such REMIC is at arm’s length, all
      within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any
      other Person (including the Servicer) if the Trustee has received an Opinion
      of
      Counsel to the effect that the taking of any action in respect of any REO
      Property by such Person, subject to any conditions therein specified, that
      is
      otherwise herein contemplated to be taken by an Independent Contractor will
      not
      cause such REO Property to cease to qualify as “foreclosure property” within the
      meaning of Section 860G(a)(8) of the Code (determined without regard to the
      exception applicable for purposes of Section 860D(a) of the Code), or cause
      any
      income realized in respect of such REO Property to fail to qualify as Rents
      from
      Real Property.

     

    “Index”:
      With respect to each Adjustable-Rate Mortgage Loan and with respect to each
      related Adjustment Date, the index as specified in the related Mortgage
      Note.

     

    “Initial
      Certificate Principal Balance”: With respect to any Regular Certificate, the
      amount designated “Initial Certificate Principal Balance” on the face
      thereof.

     

    “Insurance
      Proceeds”: Proceeds of any title policy, hazard policy or other insurance policy
      covering a Mortgage Loan to the extent such proceeds are received by the
      Servicer and are not to be applied to the restoration of the related Mortgaged
      Property or released to the Mortgagor in accordance with the procedures that
      the
      Servicer would follow in servicing mortgage loans held for its own account,
      subject to the terms and conditions of the related Mortgage Note and
      Mortgage.

     

    “Interest
      Determination Date”: With respect to the Class A and Mezzanine Certificates and
      each Accrual Period, the second LIBOR Business Day preceding the commencement
      of
      such Accrual Period.

     

    “Interest
      Risk Cap Agreement”: The Interest Risk Cap Agreement between the Trustee and the
      counterparty thereunder, a form of which is attached hereto as Exhibit
      R.

     

    “Interest
      Rate Swap Agreement”: The 1992 ISDA Master Agreement (Multicurrency-Cross
      Border) dated as of June 19, 2006 (together with the confirmation, the credit
      support annex and the schedule thereto, the Master Agreement) between the Swap
      Provider and the Trustee (in its capacity as Supplemental Interest Trust
      Trustee).

     

    “Late
      Collections”: With respect to any Mortgage Loan, all amounts received subsequent
      to the Determination Date immediately following any related Due Period, whether
      as late payments of Monthly Payments or as Insurance 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 on a contractual basis for
      such Due Period and not previously recovered.

     

    “LIBOR”:
      With respect to each Accrual Period, the rate determined by the Trustee on
      the
      related Interest Determination Date on the basis of the London interbank offered
      rate for one-month United States dollar deposits, as such rate appears on the
      Telerate Page 3750, as of 11:00 a.m. (London time) on such Interest
      Determination Date. If such rate does not appear on Telerate Page 3750, the
      rate
      for such Interest Determination Date will be determined on the basis of the
      offered rates of the Reference Banks for one-month United States dollar
      deposits, as of 11:00 a.m. (London time) on such Interest Determination Date.
      The Trustee will request the principal London office of each of the Reference
      Banks to provide a quotation of its rate. On such Interest Determination Date,
      LIBOR for the related Accrual Period will be established by the Trustee as
      follows:

     

    (i) If
      on
      such Interest Determination Date two or more Reference Banks provide such
      offered quotations, LIBOR for the related Accrual Period shall be the arithmetic
      mean of such offered quotations (rounded upwards if necessary to the nearest
      whole multiple of 1/16 of 1%); and

     

    (ii) If
      on
      such Interest Determination Date fewer than two Reference Banks provide such
      offered quotations, LIBOR for the related Accrual Period shall be the higher
      of
      (i) LIBOR as determined on the previous Interest Determination Date and (ii)
      the
      Reserve Interest Rate.

     

    “LIBOR
      Business Day”: Any day on which banks in London, England and The City of New
      York are open and conducting transactions in foreign currency and
      exchange.

     

    “Liquidated
      Mortgage Loan”: As to any Distribution Date, any Mortgage Loan in respect of
      which the Servicer has determined, in accordance with the servicing procedures
      specified herein, as of the end of the related Prepayment Period, that all
      Liquidation Proceeds which it expects to recover with respect to the liquidation
      of the Mortgage Loan or disposition of the related REO Property have been
      recovered.

     

    “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 the Trust Fund
      by
      reason of its being purchased, sold or replaced pursuant to or as contemplated
      by Section 2.03, Section 3.16(c) or Section 10.01. 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 the
      Trust
      Fund by reason of its being sold or purchased pursuant to Section 3.23 or
      Section 10.01.

     

    “Liquidation
      Proceeds”: The amount (other than amounts received in respect of the rental of
      any REO Property prior to REO Disposition) received by the Servicer in
      connection with (i) the taking of all or a part of a Mortgaged Property by
      exercise of the power of eminent domain or condemnation, (ii) the liquidation
      of
      a defaulted Mortgage Loan by means of a trustee’s sale, foreclosure sale or
      otherwise or (iii) the repurchase, substitution or sale of a Mortgage Loan
      or an
      REO Property pursuant to or as contemplated by Section 2.03, Section 3.16(c),
      Section 3.23 or Section 10.01.

     

    “Loan-to-Value
      Ratio”: As of any date and as to any Mortgage Loan, the fraction, expressed as a
      percentage, the numerator of which is the Stated Principal Balance of the
      Mortgage Loan and the denominator of which is the Value of the related Mortgaged
      Property.

     

    “Loan
      Group”: Either Loan Group I or Loan Group II, as the context
      requires.

     

    “Loan
      Group I”: The group of Mortgage Loans identified in the Mortgage Loan Schedule
      as having been assigned to Loan Group I.

     

    “Loan
      Group II”: The group of Mortgage Loans identified in the Mortgage Loan Schedule
      as having been assigned to Loan Group II.

     

    “Losses”:
      As defined in Section 9.03.

     

    “Lost
      Note Affidavit”: With respect to any Mortgage Loan as to which the original
      Mortgage Note has been permanently lost, misplaced or destroyed and has not
      been
      replaced, an affidavit from the Originator or the Seller certifying that the
      original Mortgage Note has been lost, misplaced or destroyed (together with
      a
      copy of the related Mortgage Note) and indemnifying the Trust against any loss,
      cost or liability resulting from the failure to deliver the original Mortgage
      Note in the form of Exhibit H hereto.

     

    “Majority
      Certificateholders”: The Holders of Certificates evidencing at least 51% of the
      Voting Rights.

     

    “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 2 Pass-Through Rates for each REMIC 2 Regular Interest (other than REMIC
      2
      Regular Interest LTAA, REMIC 2 Regular Interest LTIO and REMIC 2 Regular
      Interest LTP), with the rate on each such REMIC 2 Regular Interest (other than
      REMIC 2 Regular Interest LTZZ) subject to a cap equal to the Pass-Through Rate
      for the Corresponding Certificate for the purpose of this calculation; and
      with
      the rate on REMIC 2 Regular Interest LTZZ subject to a cap of zero for the
      purpose of this calculation; provided, however, that solely for this purpose,
      calculations of the Uncertificated REMIC 2 Pass-Through Rate and the related
      caps with respect to each such REMIC 2 Regular Interest (other than REMIC 2
      Regular Interest LTZZ) shall be multiplied by a fraction, the numerator of
      which
      is the actual number of days in the related Interest Accrual Period and the
      denominator of which is 30.

     

    “Maximum
      Cap Rate”: For any Distribution Date and any Class of the Floating Rate
      Certificates, a per annum rate (which rate shall be multiplied by a fraction,
      the numerator of which is 30 and the denominator of which is the actual number
      of days elapsed in the related Accrual Period) equal to the sum of (i) the
      weighted average of the Adjusted Net Maximum Mortgage Rates of the Mortgage
      Loans and (ii) an amount, expressed as a percentage, equal to a fraction, the
      numerator of which is equal to the Net Swap Payment made by the Swap Provider
      and the denominator of which is equal to the aggregate Stated Principal Balance
      of the Mortgage Loans, multiplied by 12 minus (a) an amount, expressed as a
      percentage, equal to the product of (i) the Net Swap Payment, if any, paid
      by
      the Trust for such Distribution Date divided by the aggregate Stated Principal
      Balance of the Mortgage Loans and (ii) 12 and (b) an amount, expressed as a
      percentage, equal to the product of (x) the Swap Termination Payment, if any,
      due from the Trust (other than any Swap Termination Payment resulting from a
      Swap Provider Trigger Event) for such Distribution Date divided by the aggregate
      Stated Principal Balance of the Mortgage Loans and (y) 12.

     

    “Maximum
      Uncertificated Accrued Interest Deferral Amount”: With respect to any
      Distribution Date, the excess of (a) accrued interest at the Uncertificated
      REMIC 2 Pass-Through Rate applicable to REMIC 2 Regular Interest LTZZ for such
      Distribution Date on a balance equal to the Uncertificated Principal Balance
      of
      REMIC 2 Regular Interest LTZZ minus the REMIC 2 Overcollateralization Amount,
      in
      each case for such Distribution Date, over (b) the sum of the Uncertificated
      Accrued Interest on REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest
      LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC
      2 Regular Interest LTIIA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular
      Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4,
      REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular
      Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9,
      REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest LTM11 and REMIC 2
      Regular Interest LTM12 with the rate on each such REMIC 2 Regular Interest
      subject to a cap equal to the Pass-Through Rate for the related Corresponding
      Certificate for the purpose of this calculation; provided, however, that for
      this purpose, calculations of the Uncertificated REMIC 2 Pass-Through Rate
      and
      the related caps with respect to each such REMIC 2 Regular Interest (other
      than
      REMIC 2 Regular Interest LTZZ) shall be multiplied by a fraction, the numerator
      of which is the actual number of days elapsed in the related Accrual Period
      and
      the denominator of which is 30.

    


    “Maximum
      Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
      percentage set forth in the related Mortgage Note as the maximum Mortgage Rate
      thereunder.

     

    “MERS”:
      Mortgage Electronic Registration Systems, Inc., a corporation organized and
      existing under the laws of the State of Delaware, or any successor
      thereto.

     

    “MERS®
      System”: The system of recording transfers of Mortgages electronically
      maintained by MERS.

     

    “Mezzanine
      Certificate”: Any Class M-1 Certificate, Class M-2 Certificate, Class M-3
      Certificate, Class M-4 Certificate, Class M-5 Certificate, Class M-6
      Certificate, Class M-7 Certificate, Class M-8 Certificate, Class M-9
      Certificate, Class M-10 Certificate, Class M-11 Certificate or Class M-12
      Certificate.

     

    “MIN”:
      The Mortgage Identification Number for Mortgage Loans registered with MERS
      on
      the MERS® System.

     

    “Minimum
      Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
      percentage set forth in the related Mortgage Note as the minimum Mortgage Rate
      thereunder.

     

    “MOM
      Loan”: With respect to any applicable Mortgage Loan, MERS acting as the
      mortgagee of such Mortgage Loan, solely as nominee for the originator of such
      Mortgage Loan and its successors and assigns, at the origination
      thereof.

     

    “Monthly
      Interest Distributable Amount”: With respect to any Class of the Class A
      Certificates, Mezzanine Certificates and Class C Certificates and any
      Distribution Date, the amount of interest accrued during the related Accrual
      Period at the related Pass-Through Rate on the Certificate Principal Balance
      (or
      Notional Amount in the case of the Class C Certificates) of such Class
      immediately prior to such Distribution Date, in each case, reduced by any Net
      Prepayment Interest Shortfalls, Relief Act Interest Shortfalls (allocated to
      such Certificate based on its respective entitlements to interest irrespective
      of any Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls
      for
      such Distribution Date).

     

    “Monthly
      Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
      principal and interest on such Mortgage Loan which is payable by the related
      Mortgagor from time to time under the related Mortgage Note, determined: (a)
      after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction
      with respect to such Mortgage Loan, (ii) any modifications to a Mortgage Loan
      pursuant to Section 3.07 and (iii) any reduction in the amount of interest
      collectible from the related Mortgagor pursuant to the Relief Act; (b) without
      giving effect to any extension granted or agreed to by the Servicer pursuant
      to
      Section 3.07; and (c) on the assumption that all other amounts, if any, due
      under such Mortgage Loan are paid when due.

     

    “Moody’s”:
      Moody’s Investors Service, Inc., or its successor in interest.

     

    “Mortgage”:
      The mortgage, deed of trust or other instrument creating a first lien on, or
      first priority security interest in, a Mortgaged Property securing a Mortgage
      Note.

     

    “Mortgage
      File”: The mortgage documents listed in Section 2.01 pertaining to a particular
      Mortgage Loan and any additional documents required to be added to the Mortgage
      File pursuant to this Agreement.

     

    “Mortgage
      Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to
      Section 2.01 or Section 2.03(d) as from time to time held as a part of the
      Trust
      Fund, the Mortgage Loans so held being identified in the Mortgage Loan
      Schedule.

     

    “Mortgage
      Loan Purchase Agreement”: The Mortgage Loan Purchase Agreement, dated as of June
      6, 2006, between the Seller and the Depositor, substantially in the form
      attached hereto as Exhibit C.

     

    “Mortgage
      Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC 2
      on such date, separately identifying the Group I Mortgage Loans and the Group
      II
      Mortgage Loans, attached hereto as Exhibit D. The Mortgage Loan Schedule shall
      be prepared by the Depositor and shall set forth the following information
      with
      respect to each Mortgage Loan, as applicable:

     

    
      
        	 	
                (1)

              	
                the
                  Mortgage Loan identifying number;

              
	 	 	 
	 	
                (2)

              	
                [reserved];

              
	 	 	 
	 	
                (3)

              	
                the
                  state and zip code of the Mortgaged Property;

              
	 	 	 
	 	
                (4)

              	
                a
                  code indicating whether the Mortgaged Property was represented
                  by the
                  borrower, at the time of origination, as being
                  owner-occupied;

              
	 	 	 
	 	
                (5)

              	
                the
                  type of Residential Dwelling constituting the Mortgaged
                  Property;

              
	 	 	 
	 	
                (6)

              	
                the
                  original months to maturity;

              
	 	 	 
	 	
                (7)

              	
                the
                  stated remaining months to maturity from the Cut-off Date based
                  on the
                  original amortization schedule;

              
	 	 	 
	 	
                (8)

              	
                the
                  Loan-to-Value Ratio at origination;

              
	 	 	 
	 	
                (9)

              	
                the
                  Mortgage Rate in effect immediately following the Cut-off
                  Date;

              
	 	 	 
	 	
                (10)

              	
                the
                  date on which the first Monthly Payment was due on the Mortgage
                  Loan;

              
	 	 	 
	 	
                (11)

              	
                the
                  stated maturity date;

              
	 	 	 
	 	
                (12)

              	
                the
                  amount of the Monthly Payment at origination;

              
	 	 	 
	 	
                (13)

              	
                the
                  amount of the Monthly Payment due on the first Due Date after the
                  Cut- off
                  Date;

              
	 	 	 
	 	
                (14)

              	
                the
                  last Due Date on which a Monthly Payment was actually applied to
                  the
                  unpaid Stated Principal Balance;

              
	 	 	 
	 	
                (15)

              	
                the
                  original principal amount of the Mortgage Loan;

              
	 	 	 
	 	
                (16)

              	
                the
                  Stated Principal Balance of the Mortgage Loan as of the Close of
                  Business
                  on the Cut-off Date;

              
	 	 	 
	 	
                (17)

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

              
	 	 	 
	 	
                (18)

              	
                the
                  Mortgage Rate at origination;

              
	 	 	 
	 	
                (19)

              	
                a
                  code indicating the documentation program (i.e., full documentation,
                  limited income verification, no income verification, alternative
                  income
                  verification);

              
	 	 	 
	 	
                (20)

              	
                the
                  risk grade;

              
	 	 	 
	 	
                (21)

              	
                the
                  Value of the Mortgaged Property;

              
	 	 	 
	 	
                (22)

              	
                the
                  sale price of the Mortgaged Property, if applicable;

              
	 	 	 
	 	
                (23)

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

              
	 	 	 
	 	
                (24)

              	
                the
                  type and term of the related Prepayment Charge;

              
	 	 	 
	 	
                (25)

              	
                with
                  respect to any Adjustable-Rate Mortgage Loan, the rounding code,
                  the
                  Minimum Mortgage Rate, the Maximum Mortgage Rate, the Gross Margin,
                  the
                  next Adjustment Date and the Periodic Rate Cap;

              
	 	 	 
	 	
                (26)

              	
                the
                  program code;

              
	 	 	 
	 	
                (27)

              	
                the
                  Loan Group; and

              
	 	 	 
	 	
                (28)

              	
                the
                  lien priority.

              


      

    

     

    The
      Mortgage Loan Schedule shall set forth the following information, with respect
      to the Mortgage Loans in the aggregate and for each Loan Group as of the Cut-off
      Date: (1) the number of Mortgage Loans (separately identifying the number of
      Fixed-Rate Mortgage Loans and the number of Adjustable-Rate Mortgage Loans);
      (2)
      the current Principal Balance of the Mortgage Loans; (3) the weighted average
      Mortgage Rate of the Mortgage Loans and (4) the weighted average remaining
      term
      to maturity of the Mortgage Loans. The Mortgage Loan Schedule shall be amended
      from time to time by the Servicer in accordance with the provisions of this
      Agreement. With respect to any Qualified Substitute Mortgage Loan, 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. On the Closing Date,
      the
      Depositor will deliver to the Servicer, as of the Cut-off Date, an electronic
      copy of the Mortgage Loan Schedule.

     

    “Mortgage
      Note”: The original executed note or other evidence of indebtedness evidencing
      the indebtedness of a Mortgagor under a Mortgage Loan.

     

    “Mortgage
      Pool”: The pool of Mortgage Loans, identified on Exhibit D from time to time,
      and any REO Properties acquired in respect thereof.

     

    “Mortgage
      Rate”: With respect to each Fixed-Rate Mortgage Loan, the rate set forth in the
      related Mortgage Note. With respect to each Adjustable-Rate Mortgage Loan,
      the
      annual rate at which interest accrues on such Mortgage Loan from time to time
      in
      accordance with the provisions of the related Mortgage Note, which rate (A)
      as
      of any date of determination until the first Adjustment Date following the
      Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule as the
      Mortgage Rate in effect immediately following the Cut-off Date and (B) as of
      any
      date of determination thereafter shall be the rate as adjusted on the most
      recent Adjustment Date, to equal the sum, rounded to the next highest or nearest
      0.125% (as provided in the Mortgage Note), of the Index, determined as set
      forth
      in the related Mortgage Note, plus the related Gross Margin subject to the
      limitations set forth in the related Mortgage Note. With respect to each
      Mortgage Loan that becomes an REO Property, as of any date of determination,
      the
      annual rate determined in accordance with the immediately preceding sentence
      as
      of the date such Mortgage Loan became an REO Property.

     

    “Mortgaged
      Property”: The underlying property securing a Mortgage Loan, including any REO
      Property, consisting of a fee simple estate in a parcel of real property
      improved by a Residential Dwelling.

     

    “Mortgagor”:
      The obligor on a Mortgage Note.

     

    “Net
      Liquidation Proceeds”: With respect to any Liquidated Mortgage Loan or any other
      disposition of related Mortgaged Property (including REO Property) the related
      Liquidation Proceeds and Insurance Proceeds net of Advances, Servicing Advances,
      Servicing Fees and any other accrued and unpaid servicing fees or ancillary
      income received and retained in connection with the liquidation of such Mortgage
      Loan or Mortgaged Property.

     

    “Net
      Monthly Excess Cashflow”: With respect to each Distribution Date, the sum of (a)
      any Overcollateralization Release Amount for such Distribution Date and (b)
      the
      excess of (x) Available Funds for such Distribution Date over (y) the sum for
      such Distribution Date of (A) the Monthly Interest Distributable Amounts for
      the
      Class A and Mezzanine Certificates, (B) the Unpaid Interest Shortfall Amounts
      for the Class A Certificates and (C) the Principal Remittance
      Amount.

     

    “Net
      Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property),
      as of any date of determination, a per annum rate of interest equal to the
      then
      applicable Mortgage Rate for such Mortgage Loan minus the Servicing Fee
      Rate.

     

    “Net
      Prepayment Interest Shortfall”: With respect to any Distribution Date, the
      excess, if any, of any Prepayment Interest Shortfalls for such date over the
      related Compensating Interest.

     

    “Net
      Swap
      Payment”: In the case of payments made by the Trust, the excess, if any, of (x)
      the Fixed Swap Payment over (y) the Floating Swap Payment and in the case of
      payments made by the Swap Provider, the excess, if any, of (x) the Floating
      Swap
      Payment over (y) the Fixed Swap Payment. In each case, the Net Swap Payment
      shall not be less than zero. 

     

    “Net
      WAC
      Rate”: For any Distribution Date with respect to any Class of Class A or
      Mezzanine Certificates, a per annum rate (which rate, in the case of the
      Floating Rate Certificates, shall be multiplied by a fraction, the numerator
      of
      which is 30 and the denominator of which is the actual number of days elapsed
      in
      the related Accrual Period) equal to the weighted average of the Adjusted Net
      Mortgage Rates of the Mortgage Loans, weighted based on their outstanding Stated
      Principal Balances as of the first day of the calendar month preceding the
      month
      in which the Distribution Date occurs minus (i) an amount, expressed as a
      percentage, equal to the product of (x) the Net Swap Payment, if any, paid
      by
      the Trust for such Distribution Date divided by the aggregate Stated Principal
      Balance of the Mortgage Loans and (y) 12 and (ii) an amount, expressed as a
      percentage, equal to the product of (x) the Swap Termination Payment, if any,
      due from the Trust (other than any Swap Termination Payment resulting from
      a
      Swap Provider Trigger Event) for such Distribution Date divided by the aggregate
      Stated Principal Balance of the Mortgage Loans, and (y) 12. For federal income
      tax purposes, the equivalent of the foregoing shall be expressed as a per annum
      rate (which rate, in the case of the Floating Rate Certificates, shall be
      multiplied by a fraction, the numerator of which is 30 and the denominator
      of
      which is the actual number of days elapsed in the related Accrual Period) equal
      to the weighted average of the Uncertificated REMIC 2 Pass-Through Rates on
      each
      REMIC 2 Regular Interest (other than REMIC 2 Regular Interests LTIO), weighted
      on the basis of the Uncertificated Principal Balance of each such REMIC 2
      Regular Interest.

     

    “Net
      WAC
      Rate Carryover Amount”: With respect to any Class of Class A or Mezzanine
      Certificates and any Distribution Date, the sum of (A) the positive excess
      of
      (i) the amount of interest accrued on such Class of Certificates on such
      Distribution Date calculated at the related Pass-Through Rate (without regard
      to
      the related Net WAC Rate), over (ii) the amount of interest accrued on such
      Class of Certificates at the Net WAC Rate for such Distribution Date and (B)
      the
      Net WAC Rate Carryover Amount for the previous Distribution Date not previously
      paid, together with interest thereon at a rate equal to the related Pass-Through
      Rate (without regard to the Net WAC Rate) for the most recently ended Accrual
      Period.

     

    “Net
      WAC
      Rate Carryover Reserve Account”: The account established and maintained pursuant
      to Section 4.08.

     

    “New
      Lease”: Any lease of REO Property entered into on behalf of the Trust, including
      any lease renewed or extended on behalf of the Trust if the Trust has the right
      to renegotiate the terms of such lease.

     

    “NIMS
      Insurer”: Any insurer that is guaranteeing certain payments under notes secured
      by collateral which includes all or a portion of the Class C Certificates,
      the
      Class P Certificates and/or the Residual Certificates.

     

    “Nonrecoverable
      Advance”: Any Advance or Servicing 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 be ultimately recoverable from
      Late
      Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds
      on such Mortgage Loan or REO Property as provided herein.

     

    “Notional
      Amount”: Immediately prior to any Distribution Date with respect to the Class C
      Interest, the aggregate Uncertificated Principal Balance of the REMIC Regular
      1
      Interests (other than REMIC 2 Regular Interest LTP).

     

    “Offered
      Certificates”: The Class A Certificates and the Mezzanine Certificates offered
      to the public pursuant to the Prospectus Supplement.

     

    “Officers’
      Certificate”: A certificate signed by the Chairman of the Board, the Vice
      Chairman of the Board, the President or a vice president (however denominated),
      or by the Treasurer, the Secretary, or one of the assistant treasurers or
      assistant secretaries of the Servicer, the Seller or the Depositor, as
      applicable.

     

    “Opinion
      of Counsel”: A written opinion of counsel, who may, without limitation, be a
      salaried counsel for the Depositor or the Servicer, acceptable to the Trustee,
      except that any opinion of counsel relating to (a) the qualification of any
      REMIC as a REMIC or (b) compliance with the REMIC Provisions must be an opinion
      of Independent counsel.

     

    “Optional
      Termination Date”: The first Distribution Date on which the Terminator may opt
      to terminate the Trust Fund pursuant to Section 10.01.

     

    “Original
      Class Certificate Principal Balance”: With respect to the Class A Certificates,
      the Mezzanine Certificates, the Class C Certificates, the Class C Interest,
      the
      Class IO Interest, REMIC Regular Interest SWAP IO, the Class P Certificates
      and
      the Class P Interest, the corresponding amounts set forth opposite such Class
      above in the Preliminary Statement.

     

    “Originator”:
      First Franklin, a division of National City Bank of Indiana.

     

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


     

    “Overcollateralization
      Floor”: With respect to the Group I Certificates, $1,541,513.74. With respect to
      the Group II Certificates, $2,696,808.88. With respect to the Mezzanine
      Certificates, $4,238,322.62.

     

    “Overcollateralization
      Release Amount”: With respect to any Distribution Date, the lesser of (x) the
      Principal Remittance Amount for such Distribution Date and (y) the Excess
      Overcollateralized Amount.

     

    “Overcollateralization
      Target Amount”: With respect to any Distribution Date (x) prior to the Stepdown
      Date, an amount equal to 0.90% of the aggregate Stated Principal Balance of
      the
      Mortgage Loans as of the Cut-off Date and (y) on or after the Stepdown Date
      provided a Trigger Event is not in effect, the greater of (A) 1.80% 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 (B) 0.50% of the aggregate Principal Balance of the Mortgage Loans
      as of the Cut-off Date and (z) on
      or after the Stepdown Date if a Trigger Event is in effect, the
      Overcollateralization Target Amount for the immediately preceding Distribution
      Date.
      Notwithstanding the foregoing, on and after any Distribution Date following
      the
      reduction of the aggregate Certificate Principal Balance of the Class A and
      Mezzanine Certificates to zero, the Overcollateralization Target Amount shall
      be
      zero.

     

    “Overcollateralized
      Amount”: For any Distribution Date, the amount equal to (i) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) minus
      (ii) the sum of the aggregate Certificate Principal Balance of the Class A
      and
      Mezzanine Certificates and the Class P Certificates as of such Distribution
      Date
      after giving effect to distributions to be made on such Distribution
      Date.

     

    “Ownership
      Interest”: As to any Certificate, any ownership or security 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,
      as owner or as pledgee.

     

    “Pass-Through
      Rate”: With respect to the Floating Rate Certificates and any Distribution Date,
      the lesser of (a) the related Formula Rate and (b) the Net WAC Rate for such
      Distribution Date. 

     

    With
      respect to the Class C Interest and any Distribution Date, a per annum rate
      equal to the percentage equivalent of a fraction, the numerator of which is
      (x)
      the sum of (i) 100% of the interest on REMIC 2 Regular Interest LTP and (ii)
      interest on the Uncertificated Balance of each REMIC 2 Regular Interest listed
      in clause (y) at a rate equal to the related Uncertificated REMIC 2 Pass-Through
      Rate minus the Marker Rate and the denominator of which is (y) the aggregate
      Uncertificated Principal Balance of REMIC 2 Regular Interests LTAA, LTIA1,
      LTIIA1, LTIIA2, LTIIA3, LTIIA4, LTM1, LTM2, LTM3, LTM4, LTM5, LTM6, LTM7, LTM8,
      LTM9, LTM10, LTM11, LTM12 and LTZZ.

     

    With
      respect to the Class C Certificates, 100% of the interest distributable to
      the
      Class C Interest, expressed as a per annum rate.

     

    The
      Class
      IO Interest shall not have a Pass-Through Rate, but interest for such Regular
      Interest and each Distribution Date shall be an amount equal to 100% of the
      amounts distributable to REMIC 2 Regular Interest LTIO.

     

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

     

    The
      Class
      P Certificates, Class R Certificates and Class R-X Certificates will not accrue
      interest and therefore will not have a Pass-Through Rate.

     

    “Paying
      Agent”: Any paying agent appointed pursuant to Section 5.05.

     

    “Percentage
      Interest”: With respect to any Certificate (other than a Residual Certificate),
      a fraction, expressed as a percentage, the numerator of which is the Initial
      Certificate Principal Balance represented by such Certificate and the
      denominator of which is the Original Class Certificate Principal Balance of
      the
      related Class. With respect to a Residual Certificate, the portion of the Class
      evidenced thereby, expressed as a percentage, as stated on the face of such
      Certificate; provided, however, that the sum of all such percentages for each
      such Class totals 100%.

     

    “Periodic
      Rate Cap”: With respect to each Adjustable-Rate Mortgage Loan and any Adjustment
      Date therefor, the fixed percentage set forth in the related Mortgage Note,
      which is the maximum amount by which the Mortgage Rate for such Mortgage Loan
      may increase or decrease (without regard to the Maximum Mortgage Rate or the
      Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in effect
      immediately prior to such Adjustment Date.

     

    “Permitted
      Investments”: Any one or more of the following obligations or securities
      acquired at a purchase price of not greater than par, regardless of whether
      issued or managed by the Depositor, the Servicer, the NIMS Insurer, the Trustee
      or any of their respective Affiliates or for which an Affiliate of the NIMS
      Insurer or Trustee serves as an advisor:

     

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

     

    (ii) (A)
      demand and time deposits in, certificates of deposit of, bankers’ acceptances
      issued by or federal funds sold by any depository institution or trust company
      (including the Trustee or its agent acting in their respective commercial
      capacities) incorporated under the laws of the United States of America or
      any
      state thereof and subject to supervision and examination by federal and/or
      state
      authorities, so long as, at the time of such investment or contractual
      commitment providing for such investment, such depository institution or trust
      company (or, if the only Rating Agency is S&P, in the case of the principal
      depository institution in a depository institution holding company, debt
      obligations of the depository institution holding company) or its ultimate
      parent has a short-term uninsured debt rating in one of the two highest
      available ratings of Moody’s and the highest available rating category of Fitch
      and S&P and provided that each such investment has an original maturity of
      no more than 365 days; and provided further that, if the only Rating Agency
      is
      S&P and if the depository or trust company is a principal subsidiary of a
      bank holding company and the debt obligations of such subsidiary are not
      separately rated, the applicable rating shall be that of the bank holding
      company; and, provided further that, if the original maturity of such short-
      term obligations of a domestic branch of a foreign depository institution or
      trust company shall exceed 30 days, the short-term rating of such institution
      shall be A-1+ in the case of S&P if S&P is the Rating Agency; and (B)
      any other demand or time deposit or deposit which is fully insured by the
      FDIC;

     

    (iii) repurchase
      obligations with a term not to exceed 30 days with respect to any security
      described in clause (i) above and entered into with a depository institution
      or
      trust company (acting as principal) rated F-1+ or higher by Fitch, P-1 by
      Moody’s and rated A-1+ or higher by S&P, provided, however, that collateral
      transferred pursuant to such repurchase obligation must be of the type described
      in clause (i) above and must (A) be valued daily at current market prices plus
      accrued interest, (B) pursuant to such valuation, be equal, at all times, to
      105% of the cash transferred by the Trustee in exchange for such collateral
      and
      (C) be delivered to the Trustee or, if the Trustee is supplying the collateral,
      an agent for the Trustee, in such a manner as to accomplish perfection of a
      security interest in the collateral by possession of certificated
      securities;

     

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

     

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

     

    (vi) units
      of
      money market funds, including those money market funds managed or advised by
      the
      Trustee or its Affiliates, that have been rated “AAA” by Fitch (if rated by
      Fitch), “Aaa” by Moody’s and “AAAm” or “AAAm-G” by S&P; and

     

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

     

    provided,
      that no instrument described hereunder shall evidence either the right to
      receive (a) only interest with respect to the obligations underlying such
      instrument or (b) both principal and interest payments derived from obligations
      underlying such instrument and the interest and principal payments with respect
      to such instrument provide a yield to maturity at par greater than 120% of
      the
      yield to maturity at par of the underlying obligations.

     

    “Permitted
      Transferee”: Any transferee of a Residual Certificate other than a Disqualified
      Organization or a non-U.S. Person.

     

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

     

    “Plan”:
      Any employee benefit plan or certain other retirement plans and arrangements,
      including individual retirement accounts and annuities, Keogh plans and bank
      collective investment funds and insurance company general or separate accounts
      in which such plans, accounts or arrangements are invested, that are subject
      to
      ERISA or Section 4975 of the Code. 

     

    “Pool
      Balance”: As of any date of determination, the aggregate Stated Principal
      Balance of the Mortgage Loans in both Loan Groups as of such date.

     

    “Prepayment
      Assumption”: As defined in the Prospectus Supplement.

     

    “Prepayment
      Charge”: With respect to any Mortgage Loan, the charges or premiums, if any, due
      in connection with a full or partial Principal Prepayment of such Mortgage
      Loan
      in accordance with the terms thereof (other than any Servicer Prepayment Charge
      Payment Amount).

     

    “Prepayment
      Charge Schedule”: As of any date, the list of Prepayment Charges on the Mortgage
      Loans included in the Trust Fund on such date, attached hereto as Schedule
      I
      (including the prepayment charge summary attached thereto). The Prepayment
      Charge Schedule shall set forth the following information with respect to each
      Prepayment Charge:

     

    (viii) the
      Mortgage Loan identifying number;

     

    (ix) a
      code
      indicating the type of Prepayment Charge;

     

    (x) the
      state
      of origination of the related Mortgage Loan;

     

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

     

    (xii) the
      term
      of the related Prepayment Charge; and

     

    (xiii) the
      Stated Principal Balance of the related Mortgage Loan as of the Cut-off
      Date.

     

    The
      Prepayment Charge Schedule shall be amended from time to time by the Depositor
      in accordance with the provisions of this Agreement and a copy of such amended
      Prepayment Charge Schedule shall be furnished by the Depositor to the NIMS
      Insurer.

     

    “Prepayment
      Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan
      that was the subject of a Principal Prepayment in full during the portion of
      the
      related Prepayment Period occurring between the first day and the 15th
      day of
      the calendar month in which such Distribution Date occurs, an amount equal
      to
      interest (to the extent received) at the applicable Net Mortgage Rate on the
      amount of such Principal Prepayment for the number of days commencing on the
      first day of the calendar month in which such Distribution Date occurs and
      ending on the date on which such prepayment is so applied.

     

    “Prepayment
      Interest Shortfall”: With respect to any Distribution Date, for each Mortgage
      Loan that was the subject of a Principal Prepayment in full during the portion
      of the related Prepayment Period occurring from the first day of the related
      Prepayment Period through the last day of the calendar month preceding the
      month
      in which such Distribution Date occurs, an amount equal to one-month’s interest
      at the applicable Net Mortgage Rate less any payments made by the
      Mortgagor.

     

    “Prepayment
      Period”: With respect to any Distribution Date and any Principal Prepayment in
      full, the period commencing on the 16th
      day of
      the calendar month preceding the month in which the related Distribution Date
      occurs (or, in the case of the first Distribution Date, from June 1, 2006)
      and
      ending on the 15th
      day of
      the calendar month in which such Distribution Date occurs. With respect to
      any
      Principal Prepayment in part, the calendar month preceding the month in which
      the Distribution Date occurs.

     

    “Principal
      Balance”: As to any Mortgage Loan other than a Liquidated Mortgage Loan, and any
      day, the related Cut-off Date Principal Balance, minus all collections credited
      against the Cut-off Date Principal Balance of any such Mortgage Loan. For
      purposes of this definition, a Liquidated Mortgage Loan shall be deemed to
      have
      a Principal Balance equal to the Principal Balance of the related Mortgage
      Loan
      as of the final recovery of related Liquidation Proceeds and a Principal Balance
      of zero thereafter. As to any REO Property and any day, the Principal Balance
      of
      the related Mortgage Loan immediately prior to such Mortgage Loan becoming
      REO
      Property minus any REO Principal Amortization received with respect thereto
      on
      or prior to such day.

     

    “Principal
      Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan
      which is received in advance of its scheduled Due Date and which is not
      accompanied by an amount of interest representing the full amount of scheduled
      interest due on any Due Date in any month or months subsequent to the month
      of
      prepayment.

     

    “Principal
      Remittance Amount”: With respect to any Distribution Date, the sum of the Group
      I Principal Remittance Amount and the Group II Principal Remittance
      Amount.

     

    “Prospectus
      Supplement”: That certain Prospectus Supplement dated June 6, 2006 relating to
      the public offering of the Class A Certificates and the Mezzanine Certificates
      (other than the Class M-12 Certificates).

     

    “Purchase
      Price”: With respect to any Mortgage Loan or REO Property to be purchased by the
      Seller or the Servicer pursuant to or as contemplated by Section 2.03, Section
      3.16(c) or Section 10.01, and as confirmed by an Officers’ Certificate from the
      Seller or the Servicer to the Trustee, an amount equal to the sum of (i) 100%
      of
      the Stated Principal Balance thereof as of the date of purchase (or such other
      price as provided in Section 10.01), (ii) in the case of (x) a Mortgage Loan,
      accrued interest on such Stated Principal Balance at the applicable Mortgage
      Rate in effect from time to time from the Due Date as to which interest was
      last
      covered by a payment by the Mortgagor or an Advance by the Servicer, which
      payment or Advance had as of the date of purchase been distributed pursuant
      to
      Section 4.01, through the end of the calendar month in which the purchase is
      to
      be effected, and (y) an REO Property, the sum of (1) accrued interest on such
      Stated Principal Balance at the applicable Mortgage Rate in effect from time
      to
      time from the Due Date as to which interest was last covered by a payment by
      the
      Mortgagor or an advance by the Servicer through the end of the calendar month
      immediately preceding the calendar month in which such REO Property was
      acquired, plus (2) REO Imputed Interest for such REO Property for each calendar
      month commencing with the calendar month in which such REO Property was acquired
      and ending with the calendar month in which such purchase is to be effected,
      net
      of the total of all net rental income, Insurance Proceeds, Liquidation Proceeds
      and Advances that as of the date of purchase had been distributed as or to
      cover
      REO Imputed Interest pursuant to Section 4.04, (iii) any unreimbursed Servicing
      Advances and Advances and any unpaid Servicing Fees allocable to such Mortgage
      Loan or REO Property, (iv) any amounts previously withdrawn from the Collection
      Account in respect of such Mortgage Loan or REO Property pursuant to Section
      3.23 and (v) in the case of a Mortgage Loan required to be purchased pursuant
      to
      Section 2.03, expenses reasonably incurred or to be incurred by the Servicer,
      the NIMS Insurer or the Trustee in respect of the breach or defect giving rise
      to the purchase obligation including any costs and damages incurred by the
      Trust
      Fund in connection with any violation by such loan of any predatory or abusive
      lending law.

     

    “Qualified
      Insurer”: Any insurance company acceptable to Fannie Mae.

     

    “Qualified
      Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage
      Loan by the Seller pursuant to the terms of this Agreement and the Mortgage
      Loan
      Purchase Agreement which must, on the date of such substitution, (i) have an
      outstanding Stated Principal Balance (or in the case of a substitution of more
      than one mortgage loan for a Deleted Mortgage Loan, an aggregate Stated
      Principal Balance), after application of all scheduled payments of principal
      and
      interest due during or prior to the month of substitution, not in excess of,
      and
      not more than 5% less than, the outstanding Stated Principal Balance of the
      Deleted Mortgage Loan as of the Due Date in the calendar month during which
      the
      substitution occurs, (ii) have a Mortgage Rate not less than (and not more
      than
      one percentage point in excess of) the Mortgage Rate of the Deleted Mortgage
      Loan, (iii) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate
      Mortgage Loan, have a Maximum Mortgage Rate not less than the Maximum Mortgage
      Rate on the Deleted Mortgage Loan, (iv) if the Qualified Substitute Mortgage
      Loan is an Adjustable-Rate Mortgage Loan, have a Minimum Mortgage Rate not
      less
      than the Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) if the
      Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have
      a
      Gross Margin equal to or greater than the Gross Margin of the Deleted Mortgage
      Loan, (vi) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate
      Mortgage Loan, have a next Adjustment Date not more than two months later than
      the next Adjustment Date on the Deleted Mortgage Loan, (vii) [reserved], (viii)
      have a remaining term to maturity not greater than (and not more than one year
      less than) that of the Deleted Mortgage Loan, (ix) be current as of the date
      of
      substitution, (x) have a Loan-to-Value Ratio as of the date of substitution
      equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan
      as
      of such date, (xi) have a risk grading determined by the Originator or the
      Seller at least equal to the risk grading assigned on the Deleted Mortgage
      Loan,
      (xii) have been underwritten or reunderwritten by the Originator in accordance
      with the same underwriting criteria and guidelines as the Deleted Mortgage
      Loan,
      (xiii) be a first lien mortgage loan if the Deleted Mortgage Loan is a first
      lien mortgage loan and (xiv) conform
      to each representation and warranty set forth in Section 3.01 of the Mortgage
      Loan Purchase Agreement applicable to the Deleted Mortgage Loan. In the event
      that one or more mortgage loans are substituted for one or more Deleted Mortgage
      Loans, the amounts described in clause (i) hereof shall be determined on the
      basis of aggregate Stated Principal Balance, the Mortgage Rates described in
      clauses (ii) through (vi) hereof shall be satisfied for each such mortgage
      loan,
      the risk gradings described in clause (x) hereof shall be satisfied as to each
      such mortgage loan, the terms described in clause (viii) hereof shall be
      determined on the basis of weighted average remaining term to maturity (provided
      that no such mortgage loan may have a remaining term to maturity longer than
      the
      Deleted Mortgage Loan), the Loan-to-Value Ratios described in clause (x) hereof
      shall be satisfied as to each such mortgage loan and, except to the extent
      otherwise provided in this sentence, the representations and warranties
      described in clause (xiv) hereof must be satisfied as to each Qualified
      Substitute Mortgage Loan or in the aggregate, as the case may be.

     

    “Rating
      Agency or Rating Agencies”: DBRS, Moody’s and S&P or their successors. If
      such agencies or their successors are no longer in existence, “Rating Agencies”
shall be such nationally recognized statistical rating agencies, or other
      comparable Persons, designated by the Depositor, notice of which designation
      shall be given to the Trustee and Servicer.

     

    “Realized
      Loss”: With respect to any Liquidated Mortgage Loan, the amount of loss realized
      equal to the portion of the Stated Principal Balance remaining unpaid after
      application of all Net Liquidation Proceeds in respect of such Mortgage Loan.
      If
      the Servicer receives Subsequent Recoveries with respect to any Mortgage Loan,
      the amount of the Realized Loss with respect to that Mortgage Loan will be
      reduced to the extent such recoveries are applied to principal distributions
      on
      any Distribution Date.

     

    “Record
      Date”: With respect to the Floating Rate Certificates, the Close of Business on
      the Business Day immediately preceding the related Distribution Date; provided,
      however, that following the date on which Definitive Certificates for any of
      the
      Floating Rate Certificates are available pursuant to Section 5.02, the Record
      Date for such Certificates that are Definitive Certificates shall be the last
      Business Day of the calendar month preceding the month in which the related
      Distribution Date occurs.

     

    “Reference
      Banks”: Those banks (i) with an established place of business in London,
      England, (ii) not controlling, under the control of or under common control
      with
      the Originator, the Seller or the Servicer or any Affiliate thereof and (iii)
      which have been designated as such by the Trustee after consultation with the
      Depositor; provided, however, that if fewer than two of such banks provide
      a
      LIBOR rate, then any leading banks selected by the Trustee after consultation
      with the Depositor which are engaged in transactions in United States dollar
      deposits in the international Eurocurrency market.

     

    “Refinanced
      Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase
      the related Mortgaged Property.

     

    “Regular
      Certificate”: Any of the Class A Certificates, Mezzanine Certificates, Class C
      Certificates or Class P Certificates.

     

    “Reimbursement
      Amount”: As defined in Section 3.29.

     

    “Relief
      Act”: The Servicemembers Civil Relief Act, as amended, or any state law
      providing for similar relief.

     

    “Relief
      Act Interest Shortfall”: With respect to any Distribution Date, for any Mortgage
      Loan with respect to which there has been a reduction in the amount of interest
      collectible thereon for the most recently ended Due Period as a result of the
      application of the Relief Act or any similar state or local laws, the amount
      by
      which (i) interest collectible on such Mortgage Loan during such Due Period
      is
      less than (ii) one month’s interest on the Principal Balance of such Mortgage
      Loan at the Mortgage Rate for such Mortgage Loan before giving effect to the
      application of the Relief Act or such state or local laws.

     

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

     

    “REMIC
      1”: The segregated pool of assets subject hereto, constituting the primary trust
      created hereby and to be administered hereunder, with respect to which a REMIC
      election is to be made consisting of: (i) such Mortgage Loans as from time
      to
      time are subject to this Agreement, together with the Mortgage Files relating
      thereto, and together with all collections thereon and proceeds thereof, (ii)
      any REO Property, together with all collections thereon and proceeds thereof,
      (iii) the Trustee’s rights with respect to the Mortgage Loans under all
      insurance policies required to be maintained pursuant to this Agreement and
      any
      proceeds thereof, (iv) the Depositor’s rights under the Mortgage Loan Purchase
      Agreement (including any security interest created thereby) and (v) the
      Collection Account, the Distribution Account (subject to the last sentence
      of
      this definition) and any REO Account and such assets that are deposited therein
      from time to time and any investments thereof, together with any and all income,
      proceeds and payments with respect thereto. Notwithstanding the foregoing,
      however, REMIC 1 specifically excludes the Net WAC Rate Carryover Reserve
      Account, the Interest Rate Swap Agreement, the Swap Account, the Supplemental
      Interest Trust, the Servicer Prepayment Charge Payment Amounts, the Interest
      Rate Cap Agreement, the Cap Account, the Cap Allocation Agreement, the Basis
      Risk Cap Agreement and all payments and other collections of principal and
      interest due on the Mortgage Loans on or before the Cut-off Date and all
      Prepayment Charges payable in connection with Principal Prepayments made before
      the Cut-off Date.

     

    “REMIC
      1
      Regular Interests”: Any of the separate non-certificated beneficial ownership
      interests in REMIC 1 issued hereunder and designated as a “regular interest” in
      REMIC 1. Each REMIC 1 Regular Interest shall accrue interest at the related
      Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall
      be entitled to distributions of principal, subject to the terms and conditions
      hereof, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement hereto.

     

    “REMIC
      2
      Interest Loss Allocation Amount”: With respect to any Distribution Date, an
      amount equal to (a) the product of (i) the aggregate Stated Principal Balance
      of
      the Mortgage Loans and related REO Properties then outstanding and (ii) the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LTAA
      minus
      the Marker Rate, divided by (b) 12.

     

    “REMIC
      2
      Overcollateralization Amount”: With respect to any date of determination, (i)
      1.00% of the aggregate Uncertificated Principal Balance of the REMIC 2 Regular
      Interests (other than REMIC 2 Regular Interest LTP) minus (ii) the aggregate
      Uncertificated Principal Balance of REMIC 2 Regular Interest LTIA1, REMIC 2
      Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular
      Interest LTIIA3, REMIC 2 Regular Interest LTIIA4, REMIC 2 Regular Interest
      LTM1,
      REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
      Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
      REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
      Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest LTM11
      and REMIC 2 Regular Interest LTM12 in each case as of such date of
      determination.

    


    “REMIC
      2
      Overcollateralization Target Amount”: 1.00% of the Overcollateralization Target
      Amount.

     

    “REMIC
      2
      Principal Loss Allocation Amount”: With respect to any Distribution Date, an
      amount equal to the product of (i) the aggregate Stated Principal Balance of
      the
      Mortgage Loans and related REO Properties then outstanding and (ii) 1 minus
      a
      fraction, the numerator of which is two times the aggregate Uncertificated
      Principal Balance of REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest
      LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC
      2 Regular Interest LTIIA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular
      Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4,
      REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular
      Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9,
      REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest LTM11, REMIC 2 Regular
      Interest LTM12 and the denominator of which is the aggregate Uncertificated
      Principal Balance of REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest
      LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC
      2 Regular Interest LTIIA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular
      Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4,
      REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular
      Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM10,
      REMIC 2 Regular Interest LTM11 and REMIC 2 Regular Interest LTM12 REMIC 2
      Regular Interest LTM9 and REMIC 2 Regular Interest LTZZ.

     

    “REMIC
      2
      Regular Interests”: One of the separate non-certificated beneficial ownership
      interests in REMIC 2 issued hereunder and designated as a Regular Interest
      in
      REMIC 2. Each REMIC 2 Regular Interest shall accrue interest at the related
      Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and shall
      be entitled to distributions of principal (other than REMIC 2 Regular Interest
      LTIO), subject to the terms and conditions hereof, in an aggregate amount equal
      to its initial Uncertificated Principal Balance as set forth in the Preliminary
      Statement hereto. The following is a list of each of the REMIC 2 Regular
      Interests: REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTIA1, REMIC
      2 Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular
      Interest LTIIA3, REMIC 2 Regular Interest LTIIA4, REMIC 2 Regular Interest
      LTM1,
      REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
      Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
      REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
      Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest LTM11,
      REMIC 2 Regular Interest LTM12, REMIC 2 Regular Interest LTZZ and REMIC 2
      Regular Interest LTP.

     

    “REMIC
      3”: The segregated pool of assets consisting of all of the REMIC 2 Regular
      Interests conveyed in trust to the Trustee, for the benefit of the Holders
      of
      the Regular Certificates (other than the Class C Certificates and Class P
      Certificates), the Class C Interest, the Class P Interest, the Class IO Interest
      and the Class R Certificates (in respect of the Class R-3 Interest), pursuant
      to
      Article II hereunder, and all amounts deposited therein, with respect to which
      a
      separate REMIC election is to be made.

     

    “REMIC
      3
      Regular Interest”: The Class C Interest, Class P Interest, Class IO Interest and
      any “regular interest” in REMIC 3 the ownership of which is represented by a
      Class A Certificate or Class M Certificate.

     

    “REMIC
      4”: The segregated pool of assets consisting of the Class C Interest conveyed
      in
      trust to the Trustee, for the benefit of the Holders of the Class C Certificates
      and the Class R-X Certificates (in respect of the Class R-4 Interest), pursuant
      to Article II hereunder, and all amounts deposited therein, with respect to
      which a separate REMIC election is to be made.

     

    “REMIC
      4
      Regular Interest”: Any “regular interest” in REMIC 4 the ownership of which is
      represented by a Class C Certificate.

     

    “REMIC
      5”: The segregated pool of assets consisting of the Class P Interest conveyed
      in
      trust to the Trustee, for the benefit of the Holders of the Class P Certificates
      and the Class R-X Certificates (in respect of the Class R-5 Interest), pursuant
      to Article II hereunder, and all amounts deposited therein, with respect to
      which a separate REMIC election is to be made.

     

    “REMIC
      5
      Regular Interest”: Any “regular interest” in REMIC 5 the ownership of which is
      represented by a Class P Certificate.

     

    “REMIC
      6”: The segregated pool of assets consisting of the SWAP IO Interest conveyed
      in
      trust to the Trustee, for the benefit of the Holders of the REMIC 6 Regular
      Interest Class IO and the Class R-X Certificates (in respect of the Class R-6
      Interest), pursuant to Article II hereunder, and all amounts deposited therein,
      with respect to which a separate REMIC election is to be made.

     

    “REMIC
      Provisions”: Provisions of the federal income tax law relating to real estate
      mortgage investment conduits which appear at Section 860A through 860G of
      Subchapter M of Chapter 1 of the Code, and related provisions, and regulations
      and rulings promulgated thereunder, as the foregoing may be in effect from
      time
      to time.

     

    “REMIC
      Regular Interest”: A REMIC 1 Regular Interest, REMIC 2 Regular Interest, REMIC 3
      Regular Interest, REMIC 4 Regular Interest or REMIC 5 Regular
      Interest.

     

    “Remittance
      Report”: A report prepared by the Servicer and delivered to the Trustee and the
      NIMS Insurer pursuant to Section 4.04.

     

    “Rents
      from Real Property”: With respect to any REO Property, gross income of the
      character described in Section 856(d) of the Code.

     

    “REO
      Account”: The account or accounts maintained by the Servicer in respect of an
      REO Property pursuant to Section 3.23.

     

    “REO
      Disposition”: The sale or other disposition of an REO Property on behalf of the
      Trust Fund.

     

    “REO
      Imputed Interest”: As to any REO Property, for any calendar month during which
      such REO Property was at any time part of the Trust Fund, one month’s interest
      at the applicable Net Mortgage Rate on the Stated Principal Balance of such
      REO
      Property (or, in the case of the first such calendar month, of the related
      Mortgage Loan if appropriate) as of the Close of Business on the Distribution
      Date in such calendar month.

     

    “REO
      Principal Amortization”: With respect to any REO Property, for any calendar
      month, the excess, if any, of (a) the aggregate of all amounts received in
      respect of such REO Property during such calendar month, whether in the form
      of
      rental income, sale proceeds (including, without limitation, that portion of
      the
      Termination Price paid in connection with a purchase of all of the Mortgage
      Loans and REO Properties pursuant to Section 10.01 that is allocable to such
      REO
      Property) or otherwise, net of any portion of such amounts (i) payable pursuant
      to Section 3.23 in respect of the proper operation, management and maintenance
      of such REO Property or (ii) payable or reimbursable to the Servicer pursuant
      to
      Section 3.23 for unpaid Servicing Fees in respect of the related Mortgage Loan
      and unreimbursed Servicing Advances and Advances in respect of such REO Property
      or the related Mortgage Loan, over (b) the REO Imputed Interest in respect
      of
      such REO Property for such calendar month.

     

    “REO
      Property”: A Mortgaged Property acquired by the Servicer on behalf of the Trust
      Fund through foreclosure or deed-in-lieu of foreclosure, as described in Section
      3.23.

     

    “Request
      for Release”: A release signed by a Servicing Officer, in the form of Exhibit E
      attached hereto.

     

    “Reserve
      Interest Rate”: With respect to any Interest Determination Date, the rate per
      annum that the Trustee determines to be either (i) the arithmetic mean (rounded
      upwards if necessary to the nearest whole multiple of 1/16 of 1%) of the
      one-month United States dollar lending rates which banks in The City of New
      York
      selected by the Depositor are quoting on the relevant Interest Determination
      Date to the principal London offices of leading banks in the London interbank
      market or (ii) in the event that the Trustee can determine no such arithmetic
      mean, in the case of any Interest Determination Date after the initial Interest
      Determination Date, the lowest one-month United States dollar lending rate
      which
      such New York banks selected by the Depositor are quoting on such Interest
      Determination Date to leading European banks.

     

    “Residential
      Dwelling”: Any one of the following: (i) a detached one-family dwelling, (ii) a
      detached two- to four-family dwelling, (iii) a one-family dwelling unit in
      a
      Fannie Mae eligible condominium project, (iv) a manufactured home, or (v) a
      detached one-family dwelling in a planned unit development, none of which is
      a
      co-operative or mobile home.

     

    “Residual
      Certificate”: The Class R Certificates and the Class R-X
      Certificates.

     

    “Residual
      Interest”: The sole class of “residual interests” in a REMIC within the meaning
      of Section 860G(a)(2) of the Code.

     

    “Responsible
      Officer”: When used with respect to the Trustee, any director, any vice
      president, any assistant vice president, the Secretary, any assistant secretary,
      the Treasurer, any assistant treasurer or any other officer of the Trustee
      customarily performing functions similar to those performed by any of the above
      designated officers and, with respect to a particular matter, to whom such
      matter is referred because of such officer’s knowledge of and familiarity with
      the particular subject.

     

    “S&P”:
      Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
      Inc., or its successor in interest.

     

    “SEC”:
      Securities and Exchange Commission. 

     

    “Seller”:
      Greenwich Capital Financial Products, Inc., a Delaware corporation, in its
      capacity as Seller under the Mortgage Loan Purchase Agreement.

     

    “Senior
      Credit Enhancement Percentage”: For any Distribution Date, the percentage
      equivalent of a fraction, the numerator of which is the sum of the aggregate
      Certificate Principal Balance of the Mezzanine Certificates and the Class C
      Certificates, and the denominator of which is the aggregate Stated Principal
      Balance of the Mortgage Loans calculated prior to taking into account payments
      of principal on the Mortgage Loans and distribution of the Group I Principal
      Distribution Amount and the Group II Principal Distribution Amount to the
      Holders of the Certificates then entitled to distributions of principal on
      such
      Distribution Date.

     

    “Senior
      Principal Distribution Amount”: With respect to any Distribution Date, the sum
      of (i) the Group I Senior Principal Distribution Amount and (ii) the Group
      II
      Senior Principal Distribution Amount.

     

    “Sequential
      Class M Principal Distribution Amount”: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Class A Certificates (after
      taking into account the distribution of the Senior Principal Distribution Amount
      on such Distribution Date) and (ii) the aggregate Certificate Principal Balance
      of the Class M-1 Certificates, the Class M-2 Certificates and the Class M-3
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) 76.50% and (ii) the 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 related
      Overcollateralization Floor.

     

    “Servicer”:
      National City Home Loan Services, Inc., a Delaware corporation, or any successor
      servicer appointed as herein provided, in its capacity as Servicer
      hereunder.

     

    “Servicer
      Certification”: As defined in Section 3.22(b) hereof.

     

    “Servicer
      Event of Termination”: One or more of the events described in
      Section 7.01.

     

    “Servicer
      Prepayment Charge Payment Amount”: The amounts payable by the Servicer in
      respect of any waived Prepayment Charges pursuant to Section 2.05 or Section
      3.01.

     

    “Servicer
      Remittance Date”: With respect to any Distribution Date, three (3) Business Days
      prior to such Distribution Date.

     

    “Servicing
      Account”: The account or accounts created and maintained pursuant to Section
      3.09. 

     

    “Servicing
      Advance Reimbursement Amount”: As defined in Section 3.29.

     

    “Servicing
      Advances”: All customary, reasonable and necessary “out of pocket” costs and
      expenses (including reasonable attorneys’ fees and expenses) incurred by the
      Servicer in the performance of its servicing obligations, including, but not
      limited to, the cost of (i) the preservation, restoration, inspection and
      protection of the Mortgaged Property, (ii) any enforcement, administrative
      or
      judicial proceedings, including foreclosures, (iii) the management and
      liquidation of the REO Property, (iv) taxes, assessments, water rates, sewer
      rates and other charges which are or may become a lien on the Mortgaged Property
      and insurance premiums (v) obtaining broker price opinions, (vi) locating
      missing Mortgage Loan documents and (vii) compliance with the obligations under
      Sections 3.01, 3.09, 3.14, 3.16, and 3.23. Servicing Advances also include
      any
      reasonable “out-of-pocket” costs and expenses (including legal fees) incurred by
      the Servicer in connection with executing and recording instruments of
      satisfaction, deeds of reconveyance or Assignments of Mortgage in connection
      with any foreclosure in respect of any Mortgage Loan to the extent not recovered
      from the related Mortgagor or otherwise payable under this Agreement. The
      Servicer shall not be required to make any Servicing Advance that would be
      a
      Nonrecoverable Advance.

     

    “Servicing
      Fee”: With respect to each Mortgage Loan and for any Due Period, an amount equal
      to one month’s interest (or in the event of any payment of interest which
      accompanies a Principal Prepayment in full made by the Mortgagor during such
      calendar month, interest for the number of days covered by such payment of
      interest) at the related Servicing Fee Rate on the same principal amount on
      which interest on such Mortgage Loan accrues for such calendar month. A portion
      of such Servicing Fee may be retained by any Sub-Servicer as its servicing
      compensation.

     

    “Servicing
      Fee Rate”: 0.50%
      per annum.

     

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

     

    “Servicing
      Transfer Costs”: Shall mean all reasonable costs and expenses incurred by the
      Trustee in connection with the transfer of servicing from a predecessor
      servicer, including, without limitation, any reasonable costs or expenses
      associated with the complete transfer of all servicing data and the completion,
      correction or manipulation of such servicing data as may be required by the
      Trustee to correct any errors or insufficiencies in the servicing data or
      otherwise to enable the Trustee (or any successor servicer appointed pursuant
      to
      Section 7.02) to service the Mortgage Loans properly and effectively and any
      fees associated with MERS.

     

    “Startup
      Day”: As defined in Section 9.01(b) hereof.

     

    “Stated
      Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of
      determination up to but not including the Distribution Date on which the
      proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
      would be distributed, the outstanding principal balance of such Mortgage Loan
      as
      of the Cut-off Date as shown in the Mortgage Loan Schedule, minus the sum of
      (i)
      the principal portion of each Monthly Payment due on a Due Date subsequent
      to
      the Cut-off Date to the extent received from the Mortgagor or advanced by the
      Servicer and distributed pursuant to Section 4.01 on or before such date of
      determination, (ii) all Principal Prepayments received after the Cut-off Date
      to
      the extent distributed pursuant to Section 4.01 on or before such date of
      determination, (iii) all Liquidation Proceeds and Insurance Proceeds to the
      extent distributed pursuant to Section 4.01 on or before such date of
      determination, and (iv) any Realized Loss incurred with respect thereto as
      a
      result of a Deficient Valuation made during or prior to the Due Period for
      the
      most recent Distribution Date coinciding with or preceding such date of
      determination; and (b) as of any date of determination coinciding with or
      subsequent to the Distribution Date on which the proceeds, if any, of a
      Liquidation Event with respect to such Mortgage Loan would be distributed,
      zero.
      With respect to any REO Property: (a) as of any date of determination up to
      but
      not including the Distribution Date on which the proceeds, if any, of a
      Liquidation Event with respect to such REO Property would be distributed, an
      amount (not less than zero) equal to the Stated Principal Balance of the related
      Mortgage Loan as of the date on which such REO Property was acquired on behalf
      of the Trust Fund, minus the aggregate amount of REO Principal Amortization
      in
      respect of such REO Property for all previously ended calendar months, to the
      extent distributed pursuant to Section 4.01 on or before such date of
      determination; and (b) as of any date of determination coinciding with or
      subsequent to the Distribution Date on which the proceeds, if any, of a
      Liquidation Event with respect to such REO Property would be distributed,
      zero.

     

    “Stepdown
      Date”: The earlier to occur of (i) the Distribution Date on which the aggregate
      Certificate Principal Balance of the Class A Certificates have been reduced
      to
      zero and (ii) the later to occur of (x) the Distribution Date occurring in
      July
      2009 and (y) the first Distribution Date on which the Senior Credit Enhancement
      Percentage (calculated for this purpose only after taking into account payments
      of principal on the Mortgage Loans but prior to distribution of the Group I
      Principal Distribution Amount and the Group II Principal Distribution Amount
      to
      the Certificates then entitled to distributions of principal on such
      Distribution Date) is equal to or greater than 42.00%.

     

    “Sub-Servicer”:
      Any Person with which the Servicer has entered into a Sub- Servicing Agreement
      and which meets the qualifications of a Sub-Servicer pursuant to Section
      3.02.

     

    “Sub-Servicing
      Account”: An account established by a Sub-Servicer which meets the requirements
      set forth in Section 3.08 and is otherwise acceptable to the
      Servicer.

     

    “Sub-Servicing
      Agreement”: The written contract between the Servicer and a Sub-Servicer
      relating to servicing and administration of certain Mortgage Loans as provided
      in Section 3.02.

     

    “Subsequent
      Recoveries”:
      As
      of any Distribution Date, amounts received by the Servicer (net of any related
      expenses permitted to be reimbursed pursuant to Section 3.11) specifically
      related to a Mortgage Loan that was the subject of a liquidation or an REO
      Disposition prior to the related Prepayment Period that resulted in a Realized
      Loss.

     

    “Substitution
      Adjustment”: As defined in Section 2.03(d) hereof.

     

    “Supplemental
      Interest Trust”: As defined in Section 4.05(a).

     

    “Supplemental
      Interest Trust Trustee”: Deustsche Bank National Trust Company, a national
      banking association, not in its individual capacity but solely in its capacity
      as Supplemental Interest Trust Trustee, and any successor thereto.

     

    “Swap
      Account”: The account or accounts created and maintained pursuant to Section
      4.05. The Swap Account must be an Eligible Account.

     

    “Swap
      Interest Shortfall Amount”: Any shortfall of interest with respect to any Class
      of Certificates resulting from the application of the Net WAC Rate due to a
      discrepancy between the Uncertificated Notional Amount of REMIC 6 Regular
      Interest SWAP IO and the scheduled notional amount pursuant to the Interest
      Rate
      Swap Agreement.

     

    “Swap
      LIBOR”:
      A per annum rate equal to the floating rate payable by the Swap Provider under
      the Swap Agreement. 

     

    “Swap
      Provider”: Lehman Brothers Special Financing Inc.

     

    “Swap
      Provider Trigger Event”: A Swap Termination Payment that is triggered upon: (i)
      an Event of Default under the Interest Rate Swap Agreement with respect to
      which
      the Swap Provider is a Defaulting Party (as defined in the Interest Rate Swap
      Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement
      with
      respect to which the Swap Provider is the sole Affected Party (as defined in
      the
      Interest Rate Swap Agreement) or (iii) an Additional Termination Event under
      the
      Interest Rate Swap Agreement with respect to which the Swap Provider is the
      sole
      Affected Party.

     

    “Swap
      Termination Payment”: The payment due to either party under the Interest Rate
      Swap Agreement upon the early termination of the Interest Rate Swap
      Agreement.

     

    “Tax
      Matters Person”: The tax matters person appointed pursuant to Section 9.01(e)
      hereof.

     

    “Tax
      Returns”: The federal income tax return on Internal Revenue Service Form 1066,
      U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
      Schedule Q thereto, Quarterly Notice to Residual Interest Holders of the REMIC
      Taxable Income or Net Loss Allocation, or any successor forms, to be filed
      by
      the Trustee on behalf of each REMIC, together with any and all other information
      reports or returns that may be required to be furnished to the
      Certificateholders or filed with the Internal Revenue Service or any other
      governmental taxing authority under any applicable provisions of federal, state
      or local tax laws.

     

    “Termination
      Price”: As defined in Section 10.01(a) hereof.

     

    “Terminator”:
      As defined in Section 10.01(a) hereof.

     

    “Trigger
      Event”: A Trigger Event is in effect with respect to any Distribution Date on or
      after the Stepdown Date if:

     

    (b) the
      Delinquency
      Percentage exceeds
      38.10% of the Senior Credit Enhancement Percentage; or

     

    (c) the
      aggregate amount of Realized Losses incurred since the Cut-off Date through
      the
      last day of the related Due Period (reduced by the aggregate amount of
      Subsequent Recoveries received since the Cut-off Date through the last day
      of
      the related Due Period) divided by the aggregate Stated Principal Balance of
      the
      Mortgage Loans as of the Cut-off Date (the “Realized Loss
      Percentage”):

     

    
      	
              Distribution
                Date Occurring In

            	
              Percentage

            
	
              July
                2008 through June 2009

            	
              1.40%
                initially, plus 1/12th
                of
                1.70% for each month thereafter

            
	
              July
                2009 through June 2010

            	
              3.10%
                initially, plus 1/12th
                of
                1.80% for each month thereafter

            
	
              July
                2010 through June 2011

            	
              4.90%
                initially, plus 1/12th
                of
                1.45% for each month thereafter

            
	
              July
                2011 through June 2012

            	
              6.35%
                initially, plus 1/12th
                of
                0.40% for each month thereafter

            
	
              July
                2012 and thereafter

            	
              6.75%

            


    

    


    “Trust”:
      First Franklin Mortgage Loan Trust 2006-FF8, the trust created
      hereunder.

     

    “Trust
      Fund”: All of the assets of the Trust, which is the trust created hereunder
      consisting of REMIC 2, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6,
      distributions made to the Trustee under the Interest Rate Swap Agreement and
      the
      Swap Account, distributions made to the Trustee under the Basis Risk Cap
      Agreement, distributions made to the Trustee by the Cap Trustee pursuant to
      the
      Cap Allocation Agreement, the right to receive any amounts from the Net WAC
      Rate
      Carryover Reserve Account and any Servicer Prepayment Charge Payment
      Amounts.

     

    “Trustee”:
      Deutsche Bank National Trust Company, a national banking association, or any
      successor trustee appointed as herein provided.

     

    “Trustee
      Compensation”: Such compensation, if any, as set forth in Section 8.05 as
      compensation for all services rendered by it in the execution of the trust
      hereby created and in the exercise and performance of any of the powers and
      duties of the Trustee hereunder.

     

    “Uncertificated
      Accrued Interest”: With respect to each REMIC Regular Interest on each
      Distribution Date, an amount equal to one month’s interest at the related
      Uncertificated REMIC Pass-Through Rate on the Uncertificated Principal Balance
      of such REMIC Regular Interest. In each case, Uncertificated Accrued Interest
      will be reduced by any Net Prepayment Interest Shortfalls, Relief Act Interest
      Shortfalls (allocated to such REMIC Regular Interests based on their respective
      entitlements to interest irrespective of any Net Prepayment Interest Shortfalls
      and Relief Act Interest Shortfalls for such Distribution Date).

     

    “Uncertificated
      Notional Amount”: With respect to REMIC 2 Regular Interest LTIO and each
      Distribution Date listed below, the aggregate Uncertificated Principal Balance
      of the REMIC 1 Regular Interests ending with the designation “A” listed
      below: 

     

    
      	
              Distribution
                Date

            	
              REMIC
                1 Regular Interests

            
	
              1st
                through 12th

            	
              I-1-A
                through I-32-A

            
	
              13

            	
              I-2-A
                through I-32-A

            
	
              14

            	
              I-3-A
                through I-32-A

            
	
              15

            	
              I-4-A
                through I-32-A

            
	
              16

            	
              I-5-A
                through I-32-A

            
	
              17

            	
              I-6-A
                through I-32-A

            
	
              18

            	
              I-7-A
                through I-32-A

            
	
              19

            	
              I-8-A
                through I-32-A

            
	
              20

            	
              I-9-A
                through I-32-A

            
	
              21

            	
              I-10-A
                through I-32-A

            
	
              22

            	
              I-11-A
                through I-32-A

            
	
              23

            	
              I-12-A
                through I-32-A

            
	
              24

            	
              I-13-A
                through I-32-A

            
	
              25

            	
              I-14-A
                through I-32-A

            
	
              26

            	
              I-15-A
                through I-32-A

            
	
              27

            	
              I-16-A
                through I-32-A

            
	
              28

            	
              I-17-A
                through I-32-A

            
	
              29

            	
              I-18-A
                through I-32-A

            
	
              30

            	
              I-19-A
                through I-32-A

            
	
              31

            	
              I-20-A
                through I-32-A

            
	
              32

            	
              I-21-A
                through I-32-A

            
	
              33

            	
              I-22-A
                through I-32-A

            
	
              34

            	
              I-23-A
                through I-32-A

            
	
              35

            	
              I-24-A
                through I-32-A

            
	
              36

            	
              I-25-A
                through I-32-A

            
	
              37

            	
              I-26-A
                through I-32-A

            
	
              38

            	
              I-27-A
                through I-32-A

            
	
              39

            	
              I-28-A
                through I-32-A

            
	
              40

            	
              I-29-A
                through I-32-A

            
	
              41

            	
              I-30-A
                through I-32-A

            
	
              42

            	
              I-31-A
                and I-32-A

            
	
              43

            	
              I-32-A

            
	
              thereafter

            	
              $0.00

            


    

    


    With
      respect to the Class IO Interest and any Distribution Date, an amount equal
      to
      the Uncertificated Notional Amount of the REMIC 2 Regular Interest
      LTIO.

     

    “Uncertificated
      Principal Balance”: With
      respect to each REMIC Regular Interest, the amount of such REMIC Regular
      Interest outstanding as of any date of determination. As of the Closing Date,
      the Uncertificated Principal Balance of each REMIC Regular Interest shall equal
      the amount set forth in the Preliminary Statement hereto as its initial
      Uncertificated Principal Balance. On each Distribution Date, the Uncertificated
      Principal Balance of each REMIC Regular Interest shall be reduced by all
      distributions of principal made on such REMIC Regular Interest on such
      Distribution Date pursuant to Section 4.08 and, if and to the extent necessary
      and appropriate, shall be further reduced on such Distribution Date by Realized
      Losses as provided in Section 4.08, and the Uncertificated Principal Balance
      of
      REMIC Regular Interest LTZZ shall be increased by interest deferrals as provided
      in Section 4.08. With respect to the Class C Interest as of any date of
      determination, an amount equal to the excess, if any, of (A) the then aggregate
      Uncertificated Principal Balance of the REMIC 2 Regular Interests over (B)
      the
      then aggregate Certificate Principal Balance of the Class A Certificates, the
      Mezzanine Certificates and the Class P Certificates then outstanding. The
      Uncertificated Principal Balance of each REMIC Regular Interest that has an
      Uncertificated Principal Balance shall never be less than zero.

     

    “Uncertificated
      REMIC Pass-Through Rate”: The Uncertificated REMIC 1 Pass-Through Rate or
      Uncertificated REMIC 2 Pass-Through Rate, as applicable.

     

    “Uncertificated
      REMIC 1 Pass-Through Rate”: With respect to REMIC 1 Regular Interest I, a per
      annum rate equal to the weighted average Net Mortgage Rate of the Mortgage
      Loans. With respect to each REMIC 1 Regular Interest ending with the designation
      “A”, a per annum rate equal to the weighted average Net Mortgage Rate of the
      Mortgage Loans multiplied by 2, subject to a maximum rate of 10.780%. With
      respect to each REMIC 1 Regular Interest ending with the designation “B”, the
      greater of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied
      by the weighted average Net Mortgage Rate of the Mortgage Loans over (ii)
      10.780% and (y) 0.00%.

     

    “Uncertificated
      REMIC 2 Pass-Through Rate”: With respect to REMIC 2 Regular Interest LTAA, REMIC
      2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
      Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest
      LTIIA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC
      2
      Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest
      LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2
      Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest
      LTM10, REMIC 2 Regular Interest LTM11, REMIC 2 Regular Interest LTM12, REMIC
      2
      Regular Interest LTZZ and REMIC 2 Regular Interest LTP, a
      per
      annum rate (but not less than zero) equal to the weighted average of (v) with
      respect to REMIC 1 Regular Interest I, the Uncertificated REMIC 1 Pass-Through
      Rate for such REMIC 1 Regular Interest for each such Distribution Date, (w)
      with
      respect to REMIC 1 Regular Interests ending with the designation “B”, the
      weighted average of the Uncertificated REMIC 1 Pass-Through Rates for such
      REMIC
      1 Regular Interests, weighted on the basis of the Uncertificated Principal
      Balance of such REMIC 1 Regular Interests for each such Distribution Date and
      (x) with respect to REMIC 1 Regular Interests ending with the designation “A”,
      for each Distribution Date listed below, the weighted average of the rates
      listed below for each such REMIC 1 Regular Interest listed below, weighted
      on
      the basis of the Uncertificated Principal Balance of each such REMIC 1 Regular
      Interest for each such Distribution Date:

     

    
      	
              Distribution
                Date

            	
              REMIC
                1 Regular Interest

            	
              Rate

            
	
              1st
                through 11th 

            	
              I-1-A
                through I-32-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              12

            	
              I-1-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              13

            	
              I-2-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              14

            	
              I-3-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                and I-2-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              15

            	
              I-4-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-3-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              16

            	
              I-5-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-4-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              17

            	
              I-6-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-5-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              18

            	
              I-7-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-6-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              19

            	
              I-8-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-7-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              20

            	
              I-9-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-8-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              21

            	
              I-10-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-9-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              22

            	
              I-11-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-10-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              23

            	
              I-12-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-11-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              24

            	
              I-13-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-12-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              25

            	
              I-14-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-13-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              26

            	
              I-15-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-14-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              27

            	
              I-16-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-15-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              28

            	
              I-17-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-16-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              29

            	
              I-18-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-17-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              30

            	
              I-19-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-18-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              31

            	
              I-20-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-19-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              32

            	
              I-21-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-20-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              33

            	
              I-22-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-21-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              34

            	
              I-23-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-22-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              35

            	
              I-24-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-23-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              36

            	
              I-25-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-24-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              37

            	
              I-26-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-25-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              38

            	
              I-27-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-26-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              39

            	
              I-28-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-27-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              40

            	
              I-29-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-28-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              41

            	
              I-30-A
                through I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-29-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              42

            	
              I-31-A
                and I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-30-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              43

            	
              I-32-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-31-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              thereafter

            	
              I-1-A
                through I-32-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            


    

    


    With
      respect to REMIC 2 Regular Interest LTIO and (a) the first 11 Distribution
      Date,
      the excess of (i) the weighted average of the Uncertificated REMIC 1
      Pass-Through Rates for REMIC 1 Regular Interests ending with the designation
“A”
over (ii) the weighted average of the Uncertificated REMIC 1 Pass-Through Rates
      for REMIC 1 Regular Interests ending with the designation “A” and (b) the
      12th
      Distribution Date through the 43rd
      Distribution Date, the excess of (i) the weighted average of the Uncertificated
      REMIC 1 Pass-Through Rates for REMIC 1 Regular Interests ending with the
      designation “A”, over (ii) 2 multiplied by Swap LIBOR and (c) thereafter, 0.00%.


     

    “Uninsured
      Cause”: Any cause of damage to a Mortgaged Property such that the complete
      restoration of such property is not fully reimbursable by the hazard insurance
      policies required to be maintained pursuant to Section 3.14.

     

    “United
      States Person” or “U.S. Person”: A citizen or resident of the United States, a
      corporation, partnership (or other entity treated as a corporation or
      partnership for United States federal income tax purposes) created or organized
      in, or under the laws of, the United States, any state thereof, or the District
      of Columbia (except in the case of a partnership, to the extent provided in
      Treasury Regulations) provided that, for purposes solely of the restrictions
      on
      the transfer of Residual Certificates, no partnership or other entity treated
      as
      a partnership for United States federal income tax purposes shall be treated
      as
      a United States Person unless all persons that own an interest in such
      partnership either directly or through any entity that is not a corporation
      for
      United States federal income tax purposes are required by the applicable
      operative agreement to be United States Persons, or an estate the income of
      which from sources without the United States is includible in gross income
      for
      United States federal income tax purposes regardless of its connection with
      the
      conduct of a trade or business within the United States, or a trust if a court
      within the United States is able to exercise primary supervision over the
      administration of the trust and one or more United States persons have authority
      to control all substantial decisions of the trust. The term “United States”
shall have the meaning set forth in Section 7701 of the Code or successor
      provisions.

     

    “Unpaid
      Interest Shortfall Amount”: With respect to any Class of the Class A or
      Mezzanine Certificates and (i) the first Distribution Date, zero, and (ii)
      any
      Distribution Date after the first Distribution Date, the amount, if any, by
      which (a) the sum of (1) the Monthly Interest Distributable Amount for such
      Class for the immediately preceding Distribution Date and (2) the outstanding
      Unpaid Interest Shortfall Amount, if any, for such Class for such preceding
      Distribution Date exceeds (b) the aggregate amount distributed on such Class
      in
      respect of interest pursuant to clause (a) of this definition on such preceding
      Distribution Date, plus interest on the amount of interest due but not paid
      on
      the Certificates of such Class on such preceding Distribution Date, to the
      extent permitted by law, at the Pass-Through Rate for such Class for the related
      Accrual Period.

     

    “Value”:
      With respect to any Mortgaged Property, the lesser of (i) the lesser of (a)
      the
      value thereof as determined by an appraisal made for the originator of the
      Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser
      who met the minimum requirements of Fannie Mae and Freddie Mac, and (b) the
      value thereof as determined by a review appraisal conducted by the Originator
      in
      the event any such review appraisal determines an appraised value ten percent
      or
      more lower than the value thereof as determined by the appraisal referred to
      in
      clause (i)(a) above and (ii) the purchase price paid for the related Mortgaged
      Property by the Mortgagor with the proceeds of the Mortgage Loan, provided,
      however, in the case of a Refinanced Mortgage Loan, such value of the Mortgaged
      Property is based solely upon the lesser of (1) the value determined by an
      appraisal made for the Originator of such Refinanced Mortgage Loan at the time
      of origination of such Refinanced Mortgage Loan by an appraiser who met the
      minimum requirements of Fannie Mae and Freddie Mac and (2) the value thereof
      as
      determined by a review appraisal conducted by the Originator in the event any
      such review appraisal determines an appraised value ten percent or more lower
      than the value thereof as determined by the appraisal referred to in clause
      (ii)(1) above.

     

    “Voting
      Rights”: The portion of the voting rights of all of the Certificates which is
      allocated to any Certificate. At all times the Class A and Mezzanine
      Certificates and the Class C Certificates shall have 98% of the Voting Rights
      (allocated among the Holders of the Class A Certificates, Mezzanine Certificates
      and the Class C Certificates in proportion to the then outstanding Certificate
      Principal Balances of their respective Certificates), the Class P Certificates
      shall have 1% of the Voting Rights and the Residual Certificates shall have
      1%
      of the Voting Rights. The Voting Rights allocated to any Class of Certificates
      (other than the Class P Certificates and the Residual Certificates) shall be
      allocated among all Holders of each such Class in proportion to the outstanding
      Certificate Principal Balance of such Certificates, and the Voting Rights
      allocated to the Class P Certificates and the Residual Certificates shall be
      allocated among all Holders of each such Class in proportion to such Holders’
respective Percentage Interest; provided, however that when none of the Regular
      Certificates are outstanding, 100% of the Voting Rights shall be allocated
      among
      Holders of the Residual Certificates in accordance with such Holders’ respective
      Percentage Interests in the Certificates of such Class.

     

    SECTION
      1.02 Accounting.

     

    Unless
      otherwise specified herein, for the purpose of any definition or calculation,
      whenever amounts are required to be netted, subtracted or added or any
      distributions are taken into account such definition or calculation and any
      related definitions or calculations shall be determined without duplication
      of
      such functions.

     

    SECTION
      1.03 Allocation
      of Certain Interest Shortfalls.

     

    For
      purposes of calculating the amount of the Monthly Interest Distributable Amount
      for the Class A Certificates, Mezzanine Certificates and the Class C
      Certificates for any Distribution Date, (1) the aggregate amount of any Net
      Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls incurred
      in respect of the Mortgage Loans for any Distribution Date shall be allocated
      first, among the Class C Certificates on a pro
      rata
      basis
      based on, and to the extent of, one month’s interest at the then applicable
      Pass-Through Rate on the Notional Amount of each such Certificate and,
      thereafter, among the Class A and Mezzanine Certificates on a
      pro
      rata
      basis
      based on, and to the extent of, one month’s interest at the then applicable
      respective Pass-Through Rate on the respective Certificate Principal Balance
      of
      each such Certificate and (2) the aggregate amount of any Realized Losses and
      Net WAC Rate Carryover Amounts shall be allocated among the Class C Certificates
      on a pro
      rata
      basis
      based on, and to the extent of, one month’s interest at the then applicable
      Pass-Through Rate on the Notional Amount of each such Certificate.

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC 1 Regular Interests for any Distribution Date the aggregate amount of
      any
      Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls
      incurred in respect of the Mortgage Loans shall be allocated first, to REMIC
      1
      Regular Interest I and to the REMIC 1 Regular Interests ending with the
      designation “B”, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC 1 Pass-Through Rates on the respective Uncertificated
      Principal Balances of each such REMIC 1 Regular Interest, and then, to REMIC
      1
      Regular Interests ending with the designation “A”, pro rata based on, and to the
      extent of, one month’s interest at the then applicable respective Uncertificated
      REMIC 1 Pass-Through Rates on the respective Uncertificated Principal Balances
      of each such REMIC 1 Regular Interest.

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC 2 Regular Interests for any Distribution Date, the aggregate amount of
      any
      Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls
      incurred in respect of the Mortgage Loans for any Distribution Date shall be
      allocated among REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTIA1,
      REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC
      2
      Regular Interest LTIIA3, REMIC
      2
      Regular Interest LTIIA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest
      LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2
      Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest
      LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2
      Regular Interest LTM10, REMIC 2 Regular Interest LTM11, REMIC 2 Regular Interest
      LTM12 and REMIC 2 Regular Interest LTZZ pro
      rata based
      on,
      and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC 2 Pass-Through Rate on the respective Uncertificated
      Principal Balance of each such REMIC 2 Regular Interest.

     

    SECTION
      1.04 Rights
      of
      the NIMS Insurer.

     

    Each
      of
      the rights of the NIMS Insurer set forth in this Agreement shall exist so long
      as (i) the NIMS Insurer has undertaken to guarantee certain payments of notes
      issued pursuant to an Indenture and (ii) any series of notes issued pursuant
      to
      one or more Indentures remain outstanding or the NIMS Insurer is owed amounts
      in
      respect of its guarantee of payment on such notes; provided, however, the NIMS
      Insurer shall not have any rights hereunder (except pursuant to Section 11.01
      in
      the case of clause (ii) below) so long as (i) the NIMS Insurer has not
      undertaken to guarantee certain payments of notes issued pursuant to the
      Indenture or (ii) any default has occurred and is continuing under the insurance
      policy issued by the NIMS Insurer with respect to such notes.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      II

     

    CONVEYANCE
      OF MORTGAGE LOANS;


    ORIGINAL
      ISSUANCE OF CERTIFICATES

     

    SECTION
      2.01 Conveyance
      of Mortgage Loans.

     

    The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse for the benefit of the Certificateholders all the right, title and
      interest of the Depositor, including any security interest therein for the
      benefit of the Depositor, in and to (i) each Mortgage Loan identified on the
      Mortgage Loan Schedule, including the related Cut-off Date Principal Balance,
      all interest accruing thereon on and after the Cut-off Date and all collections
      in respect of interest and principal due after the Cut-off Date; (ii) property
      which secured each such Mortgage Loan and which has been acquired by foreclosure
      or deed in lieu of foreclosure; (iii) its interest in any insurance policies
      in
      respect of the Mortgage Loans; (iv) the rights of the Depositor under the
      Mortgage Loan Purchase Agreement, (v) payments made to the Supplemental Interest
      Trust Trustee by the Swap Provider and the Swap Account, (vi) payments made
      to
      the Cap Trustee by the Interest Rate Cap Provider and the Cap Account, (vii)
      the
      right to receive any amounts payable under the Basis Risk Cap Agreement and
      Basis Risk Cap Agreement and (viii) all other assets included or to be included
      in the Trust Fund and (vii) all proceeds of any of the foregoing. Such
      assignment includes all interest and principal due and collected by the
      Depositor or the Servicer after the Cut-off Date with respect to the Mortgage
      Loans.

     

    In
      connection with such transfer and assignment, the Depositor, does hereby deliver
      to, and deposit with the Custodian on behalf of the Trustee, the following
      documents or instruments with respect to each Mortgage Loan so transferred
      and
      assigned (with respect to each Mortgage Loan, a “Mortgage File”):

     

    (i) the
      original Mortgage Note, endorsed either (A) in blank or (B) in the following
      form: “Pay to the order of Deutsche Bank National Trust Company, as Trustee,
      without recourse” or with respect to any lost Mortgage Note, an original Lost
      Note Affidavit stating that the original mortgage note was lost, misplaced
      or
      destroyed, together with a copy of the related mortgage note; provided, however,
      that such substitutions of Lost Note Affidavits for original Mortgage Notes
      may
      occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal
      Balance of which is less than or equal to 1.00% of the Pool Balance as of the
      Cut-off Date;

     

    (ii) the
      original Mortgage (noting the presence of the MIN of the Mortgage Loan and
      language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan
      is
      a MOM Loan), with evidence of recording thereon, and the original recorded
      power
      of attorney, if the Mortgage was executed pursuant to a power of attorney,
      with
      evidence of recording thereon or, if such Mortgage or power of attorney has
      been
      submitted for recording but has not been returned from the applicable public
      recording office, has been lost or is not otherwise available, a copy of such
      Mortgage or power of attorney, as the case may be, certified to be a true and
      complete copy of the original submitted for recording;

     

    (iii) unless
      the Mortgage Loan is a MERS® loan, an original Assignment, in form and substance
      acceptable for recording. The Mortgage shall be assigned either (A) in blank
      or
      (B) to “Deutsche Bank National Trust Company, as Trustee, without
      recourse”;

     

    (iv) an
      original of any intervening assignment of Mortgage showing a complete chain
      of
      assignments (or to MERS if the Mortgage Loan is a MERS loan;

     

    (v) the
      original or a certified copy of lender’s title insurance policy;
      and

     

    (vi) the
      original or copies of each assumption, modification, written assurance or
      substitution agreement, if any.

     

    The
      Depositor herewith also delivers to the Trustee an executed copy of the Mortgage
      Loan Purchase Agreement.

     

    The
      Trustee agrees to execute and deliver (or cause the Custodian to execute and
      deliver) and to the Depositor on or prior to the Closing Date an acknowledgment
      of receipt of the original Mortgage Note (with any exceptions noted),
      substantially in the form attached as Exhibit F-3 hereto.

     

    If
      any of
      the documents referred to in Section 2.01(ii), (iii) or (iv) above has as of
      the
      Closing Date been submitted for recording but either (x) has not been returned
      from the applicable public recording office or (y) has been lost or such public
      recording office has retained the original of such document, the obligations
      of
      the Depositor to deliver such documents shall be deemed to be satisfied upon
      (1)
      delivery to the Custodian on behalf of the Trustee no later than the Closing
      Date, of a copy of each such document certified by the Originator or the Seller
      in the case of (x) above or the applicable public recording office in the case
      of (y) above to be a true and complete copy of the original that was submitted
      for recording and (2) if such copy is certified by the Originator or the Seller,
      delivery to the Custodian on behalf of the Trustee, promptly upon receipt
      thereof of either the original or a copy of such document certified by the
      applicable public recording office to be a true and complete copy of the
      original. If the original lender’s title insurance policy, or a certified copy
      thereof, was not delivered pursuant to Section 2.01(v) above, the Depositor
      shall deliver or cause to be delivered to the Custodian on behalf of the
      Trustee, the original or a copy of a written commitment or interim binder or
      preliminary report of title issued by the title insurance or escrow company,
      with the original or a certified copy thereof to be delivered to the Custodian
      on behalf of the Trustee, promptly upon receipt thereof. The Servicer or the
      Depositor shall deliver or cause to be delivered to the Custodian on behalf
      of
      the Trustee promptly upon receipt thereof any other documents constituting
      a
      part of a Mortgage File received with respect to any Mortgage Loan, including,
      but not limited to, any original documents evidencing an assumption or
      modification of any Mortgage Loan.

     

    Upon
      discovery or receipt of notice of any materially defective document in, or
      that
      a document is missing from, a Mortgage File, the Trustee (or the Custodian
      on
      behalf of the Trustee) shall notify the Servicer and the Servicer shall enforce
      the obligations of the Seller under the Mortgage Loan Purchase Agreement to
      cure
      such defect or deliver such missing document to the Trustee or the Custodian
      within 120 days. If the Seller does not cure such defect or deliver such missing
      document within such time period, the Servicer shall enforce the obligations
      of
      the Seller to either repurchase or substitute for such Mortgage Loan in
      accordance with Section 2.03. In connection with the foregoing, it is understood
      that the Custodian on behalf of the Trustee shall have no duty to discover
      any
      such defects except in the course of performing its review of the Mortgage
      Files
      to the extent set forth herein.

     

    Except
      with respect to any Mortgage Loan for which MERS is identified on the Mortgage,
      the Trustee shall enforce the obligations of the Seller under the Mortgage
      Loan
      Purchase Agreement to cause the Assignments which were delivered in blank to
      be
      completed and to record all Assignments referred to in Section 2.01(iii) hereof
      and, to the extent necessary, in Section 2.01(iv) hereof and to deliver such
      assignments for recording within 180 days of the Closing Date. In the event
      that
      any such Assignment is lost or returned unrecorded because of a defect therein,
      the Trustee shall enforce the obligations of the Seller under the Mortgage
      Loan
      Purchase Agreement to promptly have a substitute Assignment prepared or have
      such defect cured, as the case may be, and thereafter cause each such Assignment
      to be duly recorded.

     

    Notwithstanding
      the foregoing, for administrative convenience and facilitation of servicing
      and
      to reduce closing costs, the Assignments of Mortgage shall not be required
      to be
      submitted for recording (except with respect to any Mortgage Loan located in
      Maryland) unless the Trustee (or the Custodian on behalf of the Trustee) and
      the
      Depositor receive notice that such failure to record would result in a
      withdrawal or a downgrading by any Rating Agency of the rating on any Class
      of
      Certificates; provided, however, each Assignment, except with respect to any
      Mortgage Loan for which MERS is identified on the Mortgage, shall be submitted
      for recording in the manner described above, at no expense to the Trust Fund
      or
      Trustee, upon the earliest to occur of: (i) reasonable direction by the Holders
      of Certificates entitled to at least 25% of the Voting Rights, (ii) the
      occurrence of a Servicer Event of Termination, (iii) the occurrence of a
      bankruptcy, insolvency or foreclosure relating to the Seller, (iv) the
      occurrence of a servicing transfer as described in Section 7.02 hereof, (v)
      upon
      receipt of notice from the Servicer, the occurrence of a bankruptcy, insolvency
      or foreclosure relating to the Mortgagor under the related Mortgage, (vi) upon
      receipt of notice from the Servicer, any Mortgage Loan that is 90 days or more
      Delinquent and such recordation would be necessary to facilitate conversion
      of
      the Mortgaged Property in accordance with Section 3.16 and (vii) reasonable
      direction by the NIMS Insurer. In the event of (i) through (vii) set forth
      in
      the immediately preceding sentence, the Trustee shall enforce the obligations
      of
      the Seller to deliver such Assignments for recording as provided above, promptly
      and in any event within 30 days following receipt of notice by the Seller.
      Notwithstanding the foregoing, if the Seller fails to pay the cost of recording
      the Assignments, such expense will be paid by the Trustee (if it reasonably
      believes it will be reimbursed) and the Trustee shall be reimbursed for such
      expenses by the Trust.

     

    The
      Servicer shall forward to the Custodian original documents evidencing an
      assumption, modification, consolidation or extension of any Mortgage Loan
      entered into in accordance with this Agreement within two weeks of their
      execution; provided, however, that the Servicer shall provide the Custodian
      with
      a certified true copy of any such document submitted for recordation within
      two
      weeks of its execution, and shall provide the original of any document submitted
      for recordation or a copy of such document certified by the appropriate public
      recording office to be a true and complete copy of the original within 365
      days
      of its submission for recordation. In the event that the Servicer cannot provide
      a copy of such document certified by the public recording office within such
      365
      day period, the Servicer shall deliver to the Custodian, within such 365 day
      period, an Officers’ Certificate of the Servicer which shall (A) identify the
      recorded document, (B) state that the recorded document has not been delivered
      to the Custodian due solely to a delay caused by the public recording office,
      (C) state the amount of time generally required by the applicable recording
      office to record and return a document submitted for recordation, if known
      and
      (D) specify the date the applicable recorded document is expected to be
      delivered to the Custodian, and, upon receipt of a copy of such document
      certified by the public recording office, the Servicer shall immediately deliver
      such document to the Custodian. In the event the appropriate public recording
      office will not certify as to the accuracy of such document, the Servicer shall
      deliver a copy of such document certified by an officer of the Servicer to
      be a
      true and complete copy of the original to the Custodian.

     

    The
      Depositor shall deliver or cause the Seller to deliver (by regular mail) to
      the
      Servicer copies of all trailing documents required to be included in the
      Mortgage File at the same time the originals or certified copies thereof are
      delivered to the Custodian, such documents including but not limited to the
      mortgagee policy of title insurance and any mortgage loan documents upon return
      from the recording office. Except as provided in Section 3.17, the Servicer
      shall not be responsible for any Custodian fees or other costs incurred in
      obtaining such documents or for any such costs it may incur in connection with
      performing its obligations pursuant to this Agreement.

     

    The
      parties hereto understand and agree that it is not intended that any Mortgage
      Loan be included in the Trust that is a high-cost home loan as defined by the
      Homeownership and Equity Protection Act of 1994 or any other applicable
      predatory or abusive lending laws.

     

    The
      Depositor hereby directs the Trustee to execute, deliver and perform its
      obligations under the Interest Rate Swap Agreement (in its capacity as
      Supplemental Interest Trust Trustee); the Basis Risk Cap Agreement (in its
      capacity as Trustee) and the Interest Rate Cap Agreement (in its capacity as
      Cap
      Trustee). The Depositor, the Servicer and the Holders of the Class A and
      Mezzanine Certificates by their acceptance of such Certificates acknowledge
      and
      agree that the Trustee shall execute, deliver and perform its obligations under
      the Interest Rate Swap Agreement (in its capacity as Supplemental Interest
      Trust
      Trustee), the Basis Risk Cap Agreement (in its capacity as Trustee) and the
      Interest Rate Cap Agreement (in its capacity as Cap Trustee) and shall do so
      solely in its capacity as Trustee, Cap Trustee or Supplemental Interest Trust
      Trustee, as the case may be, and not in its individual capacity. Every provision
      of this Agreement relating to the conduct or affecting the liability of or
      affording protection to the Trustee shall apply to the Trustee’s execution of
      the Interest Rate Swap Agreement, the Basis Risk Cap Agreement and the Interest
      Rate Cap Agreement and the performance of its duties and satisfaction of its
      obligations thereunder.

     

    SECTION
      2.02 Acceptance
      by Trustee.

     

    Subject
      to the provisions of Section 2.01 and subject to the review described below
      and
      any exceptions noted on the exception report described in the next paragraph
      below, the Trustee acknowledges receipt by it or the Custodian on its behalf
      of
      the documents referred to in Section 2.01 above and all other assets included
      in
      the definition of “Trust Fund” and declares that it (or the Custodian on its
      behalf) holds and will hold such documents and the other documents delivered
      to
      it constituting a Mortgage File, and that it holds or will hold all such assets
      and such other assets included in the definition of “Trust Fund” in trust for
      the exclusive use and benefit of all present and future
      Certificateholders.

     

    The
      Trustee agrees that it (or a Custodian will agree on its behalf) shall, for
      the
      benefit of the Certificateholders, review, or that it or a Custodian on its
      behalf has reviewed pursuant to Section 2.01 each Mortgage File on or prior
      to
      the Closing Date, with respect to each Mortgage Loan (or, with respect to any
      document delivered after the Startup Day, within 45 days of receipt and with
      respect to any Qualified Substitute Mortgage Loan, within 45 days after the
      assignment thereof). The Trustee further agrees that it or a Custodian on its
      behalf shall, for the benefit of the Certificateholders, certify to the
      Depositor and the Servicer (with
      a
      copy to the NIMS Insurer)
      in
      substantially the form attached hereto as Exhibit F-1, within 45 days after
      the
      Closing Date, with respect to each Mortgage Loan (or, with respect to any
      document delivered after the Startup Day, within 45 days of receipt and with
      respect to any Qualified Substitute Mortgage, within 45 days after the
      assignment thereof) that, as to each Mortgage Loan listed in the respective
      Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any
      Mortgage Loan specifically identified in the exception report annexed thereto
      as
      not being covered by such certification), (i) all documents required to be
      delivered to it (or the Custodian on its behalf) pursuant to Section 2.01 of
      this Agreement are in its possession, (ii) such documents have been reviewed
      by
      it (or the Custodian on its behalf) and have not been mutilated, damaged or
      torn
      and appear on their face to relate to such Mortgage Loan and (iii) based on
      its
      examination and only as to the foregoing, the information set forth in the
      Mortgage Loan Schedule that corresponds to items (1) and (3) of the Mortgage
      Loan Schedule accurately reflects information set forth in the Mortgage File.
      It
      is herein acknowledged that, in conducting such review, the Trustee (or the
      Custodian, as applicable) is under no duty or obligation to inspect, review
      or
      examine any such documents, instruments, certificates or other papers to
      determine that they are genuine, legally enforceable, valid or binding or
      appropriate for the represented purpose or that they have actually been recorded
      or that they are other than what they purport to be on their face.

     

    Prior
      to
      the first anniversary date of this Agreement the Trustee (or the Custodian
      on
      its behalf) shall deliver to the Depositor and the Servicer, with a copy to
      the
      NIMS Insurer a final certification in the form annexed hereto as Exhibit F-2,
      with any applicable exceptions noted thereon.

     

    If
      in the
      process of reviewing the Mortgage Files and making or preparing, as the case
      may
      be, the certifications referred to above, the Trustee (or the Custodian, as
      applicable) finds any document or documents constituting a part of a Mortgage
      File to be missing or not to conform with respect to any characteristics which
      are within the scope of the Trustee’s (or the Custodian’s, as applicable) review
      as provided herein, at the conclusion of its review, the Trustee shall so notify
      the Seller, the Depositor, the NIMS Insurer and the Servicer. In addition,
      upon
      the discovery by the Depositor, the NIMS Insurer or the Servicer (or upon
      receipt by the Trustee of written notification of such breach) of a breach of
      any of the representations and warranties made by the Seller in the Mortgage
      Loan Purchase Agreement in respect of any Mortgage Loan which materially
      adversely affects such Mortgage Loan or the interests of the related
      Certificateholders in such Mortgage Loan, the party discovering such breach
      shall give prompt written notice to the NIMS Insurer and the other parties
      to
      this Agreement.

     

    Notwithstanding
      anything to the contrary in this Agreement, in no event shall the Trustee be
      liable to any party hereto or to any third party for the performance of any
      custody-related functions, including without limitation with respect to which
      the Custodian shall fail to take action on behalf of the Trustee or failure
      by
      the Custodian to perform any custody related functions in the event the
      Custodian shall fail to satisfy all the related requirements under this
      Agreement or the Custodial Agreement.

     

    The
      Depositor and the Trustee intend that the assignment and transfer herein
      contemplated constitute a sale of the Mortgage Loans, the related Mortgage
      Notes
      and the related documents, conveying good title thereto free and clear of any
      liens and encumbrances, from the Depositor to the Trustee in trust for the
      benefit of the Certificateholders and that such property not be part of the
      Depositor’s estate or property of the Depositor in the event of any insolvency
      by the Depositor. In the event that such conveyance is deemed to be, or to
      be
      made as security for, a loan, the parties intend that the Depositor shall be
      deemed to have granted and does hereby grant to the Trustee a first priority
      perfected security interest in all of the Depositor’s right, title and interest
      in and to the Mortgage Loans, the related Mortgage Notes and the related
      documents, and that this Agreement shall constitute a security agreement under
      applicable law.

     

    SECTION
      2.03 Repurchase
      or Substitution of Mortgage Loans by the Seller.

     

    (a) Upon
      discovery or receipt of written notice of any materially defective document
      in,
      or that a document is missing from, a Mortgage File or of the breach by the
      Seller of any representation, warranty or covenant under the Mortgage Loan
      Purchase Agreement, as applicable, in respect of any Mortgage Loan which
      materially adversely affects the value of such Mortgage Loan or the interest
      therein of the Certificateholders, the Trustee (or the Custodian on its behalf)
      shall promptly notify the NIMS Insurer and the Servicer of such defect, missing
      document or breach and the Servicer shall request that the Seller deliver such
      missing document or that the Seller cure such defect or breach within 90 days
      from the date the Seller was notified of such missing document, defect or
      breach, and if the Seller does not deliver such missing document or cure such
      defect or breach in all material respects during such period, the Servicer
      shall
      use commercially reasonable efforts to attempt to enforce the Seller’s
      obligation under the Mortgage Loan Purchase Agreement and notify the Seller
      of
      its obligation to repurchase such Mortgage Loan from the Trust Fund at the
      Purchase Price on or prior to the Determination Date following the expiration
      of
      such 90 day period (subject to Section 2.03(e)); provided that, in connection
      with any such breach that could not reasonably have been cured within such
      120
      day period, if the Seller has commenced to cure such breach within such 120
      day
      period, the Seller shall be permitted to proceed thereafter diligently and
      expeditiously to cure the same within the additional period provided under
      the
      Mortgage Loan Purchase Agreement. The Purchase Price for the repurchased
      Mortgage Loan shall be remitted to the Servicer for deposit in the Collection
      Account, and the Trustee (or the Custodian on behalf of the Trustee), upon
      receipt of written certification from the Servicer of such deposit, shall
      release to the Seller the related Mortgage File and shall execute and deliver
      such instruments of transfer or assignment, in each case without recourse,
      as
      the Seller shall furnish to it and as shall be necessary to vest in the Seller
      any Mortgage Loan released pursuant hereto and the Trustee shall have no further
      responsibility with regard to such Mortgage File (it being understood that
      neither the Trustee nor the Custodian shall have any responsibility for
      determining the sufficiency of such assignment for its intended purpose). In
      lieu of repurchasing any such Mortgage Loan as provided above, the Seller may
      cause such Mortgage Loan to be removed from the Trust Fund (in which case it
      shall become a Deleted Mortgage Loan) and substitute one or more Qualified
      Substitute Mortgage Loans in the manner and subject to the limitations set
      forth
      in Section 2.03(d); provided, however, the Seller may not substitute for any
      Mortgage Loan which breaches a representation or warranty regarding abusive
      or
      predatory lending laws. In furtherance of the foregoing, if the Seller is not
      a
      member of MERS and repurchases a Mortgage Loan which is registered on the MERS®
System, the Seller, at its own expense and without any right of reimbursement,
      shall cause MERS to execute and deliver an assignment of the Mortgage in
      recordable form to transfer the Mortgage from MERS to the Seller and shall
      cause
      such Mortgage to be removed from registration on the MERS® System in accordance
      with MERS’ rules and regulations. It is understood and agreed that the
      obligation of the Seller to cure or to repurchase (or to substitute for) any
      Mortgage Loan as to which a document is missing, a material defect in a
      constituent document exists or as to which such a breach has occurred and is
      continuing shall constitute the sole remedy against the Seller respecting such
      omission, defect or breach available to the Trustee on behalf of the
      Certificateholders.

     

    (b) Within
      90
      days of the earlier of discovery by the Depositor or receipt of notice by the
      Depositor of the breach of any representation, warranty or covenant of the
      Depositor set forth in Section 2.06, which materially and adversely affects
      the
      interests of the Certificateholders in any Mortgage Loan, the Depositor shall
      cure such breach in all material respects.. 

     

    (c) Within
      90
      days of the earlier of discovery by the Servicer or receipt of notice by the
      Servicer of the breach of any representation, warranty or covenant of the
      Servicer set forth in Section 2.05 which materially and adversely affects the
      interests of the Certificateholders in any Mortgage Loan, the Servicer shall
      cure such breach in all material respects.

     

    (d) Any
      substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans
      made pursuant to Section 2.03(a) must be effected prior to the last Business
      Day
      that is within two years after the Closing Date. As to any Deleted Mortgage
      Loan
      for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans,
      such substitution shall be effected by the Seller delivering to the Trustee
      (or
      the Custodian on behalf of the Trustee), for such Qualified Substitute Mortgage
      Loan or Loans, the Mortgage Note, the Mortgage and the Assignment to the Trustee
      in blank, and such other documents and agreements, with all necessary
      endorsements thereon, as are required by Section 2.01, together with an
      Officers’ Certificate providing that each such Qualified Substitute Mortgage
      Loan satisfies the definition thereof and specifying the Substitution Adjustment
      (as described below), if any, in connection with such substitution. The Trustee
      (or the Custodian on behalf of the Trustee) shall acknowledge receipt for such
      Qualified Substitute Mortgage Loan or Loans and, within 45 days thereafter,
      shall review such documents as specified in Section 2.02 and deliver, with
      respect to such Qualified Substitute Mortgage Loan or Loans, a certification
      substantially in the form attached hereto as Exhibit F-1 (with a copy to the
      NIMS Insurer), with any applicable exceptions noted thereon. Within one year
      of
      the date of substitution, the Trustee (or the Custodian on behalf of the
      Trustee) shall deliver to the Servicer a certification substantially in the
      form
      of Exhibit F-2 hereto (with a copy to the NIMS Insurer) with respect to such
      Qualified Substitute Mortgage Loan or Loans, with any applicable exceptions
      noted thereon. Monthly Payments due with respect to Qualified Substitute
      Mortgage Loans in the month of substitution are not part of the Trust Fund
      and
      will be retained by the Seller. For the month of substitution, distributions
      to
      Certificateholders will reflect the collections and recoveries in respect of
      such Deleted Mortgage Loan in the Due Period preceding the month of substitution
      and the Seller shall thereafter be entitled to retain all amounts subsequently
      received in respect of such Deleted Mortgage Loan. The Depositor shall give
      or
      cause to be given written notice to the NIMS Insurer and the Trustee, who shall
      forward such notice to the Certificateholders, that such substitution has taken
      place, shall amend the Mortgage Loan Schedule to reflect the removal of such
      Deleted Mortgage Loan from the terms of this Agreement and the substitution
      of
      the Qualified Substitute Mortgage Loan or Loans and shall deliver a copy of
      such
      amended Mortgage Loan Schedule to the NIMS Insurer and the Trustee. Upon such
      substitution by the Seller, such Qualified Substitute Mortgage Loan or Loans
      shall constitute part of the Mortgage Pool and shall be subject in all respects
      to the terms of this Agreement and the Mortgage Loan Purchase Agreement,
      including all applicable representations and warranties thereof included in
      the
      Mortgage Loan Purchase Agreement as of the date of substitution.

     

    For
      any
      month in which the Seller substitutes one or more Qualified Substitute Mortgage
      Loans for one or more Deleted Mortgage Loans, the Servicer will determine the
      amount (the “Substitution Adjustment”), if any, by which the aggregate Purchase
      Price of all such Deleted Mortgage Loans exceeds the aggregate, as to each
      such
      Qualified Substitute Mortgage Loan, of the Stated Principal Balance thereof
      as
      of the date of substitution, together with one month’s interest on such Stated
      Principal Balance at the applicable Mortgage Rate. On the date of such
      substitution, the Seller will deliver or cause to be delivered to the Servicer
      for deposit in the Collection Account an amount equal to the Substitution
      Adjustment, if any, and the Trustee (or the Custodian on behalf of the Trustee),
      upon receipt of the related Qualified Substitute Mortgage Loan or Loans and
      certification by the Servicer of such deposit, shall release to the Seller
      the
      related Mortgage File or Files and shall execute and deliver such instruments
      of
      transfer or assignment, in each case without recourse, as the Seller shall
      deliver to it and as shall be necessary to vest therein any Deleted Mortgage
      Loan released pursuant hereto.

     

    In
      addition, the Seller shall obtain at its own expense and deliver to the Trustee
      and the NIMS Insurer an Opinion of Counsel to the effect that such substitution
      will not cause (a) any federal tax to be imposed on the Trust Fund, including
      without limitation, any federal tax imposed on “prohibited transactions” under
      Section 860F(a)(I) of the Code or on “contributions after the startup date”
under Section 860G(d)(I) of the Code or (b) any REMIC to fail to qualify as
      a
      REMIC at any time that any Certificate is outstanding. If such Opinion of
      Counsel can not be delivered, then such substitution may only be effected at
      such time as the required Opinion of Counsel can be given.

     

    (e) Upon
      discovery by the Depositor, the Servicer, the NIMS Insurer or the Trustee that
      any Mortgage Loan does not constitute a “qualified mortgage” within the meaning
      of Section 860G(a)(3) of the Code, the party discovering such fact shall within
      two Business Days give written notice thereof to the other parties hereto.
      In
      connection therewith, the Seller or the Depositor, as the case may be, shall
      repurchase or, subject to the limitations set forth in Section 2.03(d),
      substitute one or more Qualified Substitute Mortgage Loans for the affected
      Mortgage Loan within 90 days of the earlier of discovery or receipt of such
      notice with respect to such affected Mortgage Loan. Such repurchase or
      substitution shall be made (i) by the Seller if the affected Mortgage Loan’s
      status as a non-qualified mortgage is or results from a breach of any
      representation, warranty or covenant made by the Seller under the Mortgage
      Loan
      Purchase Agreement or (ii) the Depositor, if the affected Mortgage Loan’s status
      as a non-qualified mortgage is a breach of any representation or warranty of
      the
      Depositor set forth in Section 2.06, or if its status as a non-qualified
      mortgage is a breach of no representation or warranty. Any such repurchase
      or
      substitution shall be made in the same manner as set forth in Section 2.03(a)
      or
      2.03(d), if made by the Seller, or Section 2.03(b), if made by the Depositor.
      The Trustee (or the Custodian on behalf of the Trustee) shall reconvey to the
      Depositor or the Seller, as the case may be, the Mortgage Loan to be released
      pursuant hereto in the same manner, and on the same terms and conditions, as
      it
      would a Mortgage Loan repurchased for breach of a representation or
      warranty.

     

    SECTION
      2.04 Intentionally
      Omitted.

     

    SECTION
      2.05 Representations,
      Warranties and Covenants of the Servicer.

     

    The
      Servicer hereby represents, warrants and covenants to the Trustee, for the
      benefit of each of the Trustee and the Certificateholders, and to the Depositor,
      that as of the Closing Date or as of such date specifically provided
      herein:

     

    (i) The
      Servicer is a corporation duly organized, validly existing and in good standing
      under the laws of Delaware and is an operating subsidiary of National City
      Bank
      of Indiana. As a national bank operating subsidiary, it is regulated by the
      Office of the Comptroller of the Currency and is subject to applicable laws
      and
      regulations. Servicer is authorized to service the related Mortgage Loans in
      accordance with the terms of this Agreement and to carry on its business as
      now
      being conducted as an operating subsidiary of a national bank. The Servicer
      has
      the full corporate power and authority to execute and deliver this Agreement
      and
      to perform in accordance herewith; the execution, delivery and performance
      of
      this Agreement by the Servicer and the consummation of the transactions
      contemplated hereby have been duly and validly authorized; this Agreement
      evidences the valid, binding and enforceable obligation of the Servicer,
      regardless of whether such enforcement is sought in equity or at law; and all
      requisite corporate
      action has been taken by the Servicer to make this Agreement valid and binding
      upon the Servicer in accordance with its terms, subject to (1) bankruptcy,
      reorganization, insolvency, moratorium or other similar laws now or hereafter
      in
      effect relating to creditors’ rights generally, including, without limitation,
      the effect of statutory or ether laws regarding fraudulent conveyances or
      preferential transfers, and (2) general principles of equity and public policy
      upon the specific enforceability of any of the remedies, covenants or other
      provisions of the Agreement and upon the availability of injunctive relief
      or
      other equitable remedies and the application of principles of equity (regardless
      of whether such enforceability is considered in a proceeding in equity or at
      law) as such principles relate to, limit or affect the enforcement of creditors’
rights generally and the discretion of the court before which any proceeding
      for
      such enforcement may be brought;

     

    (ii) The
      consummation of the transactions contemplated by this Agreement are in the
      ordinary course of business of the Servicer and will not result in the material
      breach of any term or provision of the charter or by-laws of the Servicer or
      result in the breach of any term or provision of, or conflict with or constitute
      a default under or result in the acceleration of any obligation under, any
      agreement, indenture or loan or credit agreement or other instrument to which
      the Servicer or its property is subject, or result in the violation of any
      law,
      rule, regulation, order, judgment or decree to which the Servicer or its
      property is subject;

     

    (iii) The
      execution and delivery of this Agreement by the Servicer and the performance
      and
      compliance with its obligations and covenants hereunder do not require the
      consent or approval of any governmental authority or, if such consent or
      approval is required, it has been obtained;

     

    (iv) [Reserved];

     

    (v) The
      Servicer does not believe, nor does it have any reason or cause to believe,
      that
      it cannot perform each and every covenant contained in this
      Agreement;

     

    (vi) There
      is
      no action, suit, proceeding or investigation pending or, to its knowledge,
      threatened against the Servicer that, either individually or in the aggregate,
      (A) may result in any change in the business, operations, financial condition,
      properties or assets of the Servicer that might prohibit or materially and
      adversely affect the performance by such Servicer of its obligations under,
      or
      the validity or enforceability of, this Agreement, or (B) may result in any
      material impairment of the right or ability of the Servicer to carry on its
      business substantially as now conducted, or (C) would draw into question the
      validity or enforceability of this Agreement or of any action taken or to be
      taken in connection with the obligations of the Servicer contemplated herein,
      or
      (D) would otherwise be likely to impair materially the ability of the Servicer
      to perform under the terms of this Agreement;

     

    (vii) Neither
      this Agreement nor any information, certificate of an officer, statement
      furnished in writing or report delivered to the Trustee by the Servicer in
      connection with the transactions contemplated hereby contains any untrue
      statement of a material fact;

     

    (viii) The
      Servicer will not waive any Prepayment Charge unless it is waived in accordance
      with the standard set forth in Section 3.01; and

     

    (ix) The
      Servicer has accurately and fully reported, and will continue to accurately
      and
      fully report on a monthly basis, its borrower credit files to each of the three
      national credit repositories in a timely manner.

     

    It
      is
      understood and agreed that the representations, warranties and covenants set
      forth in this Section 2.05 shall survive delivery of the Mortgage Files to
      the
      Trustee (or the Custodian on behalf of the Trustee) and shall inure to the
      benefit of the Trustee, the Depositor and the Certificateholders. Upon discovery
      by any of the Depositor, the NIMS Insurer, the Servicer or the Trustee of a
      breach of any of the foregoing representations, warranties and covenants which
      materially and adversely affects the value of any Mortgage Loan, Prepayment
      Charge or the interests therein of the Certificateholders, the party discovering
      such breach shall give prompt written notice (but in no event later than two
      Business Days following such discovery) to the Servicer, the NIMS Insurer and
      the Trustee. Notwithstanding the foregoing, within 90 days of the earlier of
      discovery by the Servicer or receipt of notice by the Servicer of the breach
      of
      the representation or covenant of the Servicer set forth in Section 2.05(viii)
      above which materially and adversely affects the interests of the Holders of
      the
      Class P Certificates in any Prepayment Charge, the Servicer must pay the amount
      of such waived Prepayment Charge, for the benefit of the Holders of the Class
      P
      Certificates, by depositing such amount into the Collection Account. The
      foregoing shall not, however, limit any remedies available to the
      Certificateholders, the Depositor or the Trustee on behalf of the
      Certificateholders, pursuant to the Mortgage Loan Purchase Agreement respecting
      a breach of the representations, warranties and covenants of the
      Seller.

     

    SECTION
      2.06 Representations
      and Warranties of the Depositor.

     

    The
      Depositor represents and warrants to the Trust, the Servicer and the Trustee
      on
      behalf of the Certificateholders as follows:

     

    (i) This
      agreement constitutes a legal, valid and binding obligation of the Depositor,
      enforceable against the Depositor in accordance with its terms, except as
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or other similar laws now or hereafter in effect
      affecting the enforcement of creditors’ rights in general and except as such
      enforceability may be limited by general principles of equity (whether
      considered in a proceeding at law or in equity);

     

    (ii)  Immediately
      prior to the sale and assignment by the Depositor to the Trustee on behalf
      of
      the Trust of each Mortgage Loan, the Depositor had good and marketable title
      to
      each Mortgage Loan (insofar as such title was conveyed to it by the Seller)
      subject to no prior lien, claim, participation interest, mortgage, security
      interest, pledge, charge or other encumbrance or other interest of any
      nature;

     

    (iii) As
      of the
      Closing Date, the Depositor has transferred all right, title and interest in
      the
      Mortgage Loans to the Trustee on behalf of the Trust;

     

    (iv) The
      Depositor has not transferred the Mortgage Loans to the Trustee on behalf of
      the
      Trust with any intent to hinder, delay or defraud any of its
      creditors;

     

    (v) The
      Depositor has been duly incorporated and is validly existing as a corporation
      in
      good standing under the laws of Delaware, with full corporate power and
      authority to own its assets and conduct its business as presently being
      conducted;

     

    (vi) The
      Depositor is not in violation of its articles of incorporation or by-laws or
      in
      default in the performance or observance of any material obligation, agreement,
      covenant or condition contained in any contract, indenture, mortgage, loan
      agreement, note, lease or other instrument to which the Depositor is a party
      or
      by which it or its properties may be bound, which default might result in any
      material adverse changes in the financial condition, earnings, affairs or
      business of the Depositor or which might materially and adversely affect the
      properties or assets, taken as a whole, of the Depositor;

     

    (vii) The
      execution, delivery and performance of this Agreement by the Depositor, and
      the
      consummation of the transactions contemplated thereby, do not and will not
      result in a material breach or violation of any of the terms or provisions
      of,
      or, to the knowledge of the Depositor, constitute a default under, any
      indenture, mortgage, deed of trust, loan agreement or other agreement or
      instrument to which the Depositor is a party or by which the Depositor is bound
      or to which any of the property or assets of the Depositor is subject, nor
      will
      such actions result in any violation of the provisions of the articles of
      incorporation or by-laws of the Depositor or, to the best of the Depositor’s
      knowledge without independent investigation, any statute or any order, rule
      or
      regulation of any court or governmental agency or body having jurisdiction
      over
      the Depositor or any of its properties or assets (except for such conflicts,
      breaches, violations and defaults as would not have a material adverse effect
      on
      the ability of the Depositor to perform its obligations under this
      Agreement);

     

    (viii) To
      the
      best of the Depositor’s knowledge without any independent investigation, no
      consent, approval, authorization, order, registration or qualification of or
      with any court or governmental agency or body of the United States or any other
      jurisdiction is required for the issuance of the Certificates, or the
      consummation by the Depositor of the other transactions contemplated by this
      Agreement, except such consents, approvals, authorizations, registrations or
      qualifications as (a) may be required under State securities or Blue Sky laws,
      (b) have been previously obtained or (c) the failure of which to obtain would
      not have a material adverse effect on the performance by the Depositor of its
      obligations under, or the validity or enforceability of, this Agreement;
      and

     

    (ix) There
      are
      no actions, proceedings or investigations pending before or, to the Depositor’s
      knowledge, threatened by any court, administrative agency or other tribunal
      to
      which the Depositor is a party or of which any of its properties is the subject:
      (a) which if determined adversely to the Depositor would have a material adverse
      effect on the business, results of operations or financial condition of the
      Depositor; (b) asserting the invalidity of this Agreement or the Certificates;
      (c) seeking to prevent the issuance of the Certificates or the consummation
      by
      the Depositor of any of the transactions contemplated by this Agreement, as
      the
      case may be; or (d) which might materially and adversely affect the performance
      by the Depositor of its obligations under, or the validity or enforceability
      of,
      this Agreement. 

     

    SECTION
      2.07 Issuance
      of Certificates.

     

    The
      Trustee (or the Custodian on behalf of the Trustee) acknowledges the assignment
      to it of the Mortgage Loans and the delivery to it (or the Custodian on behalf
      of the Trustee) of the Mortgage Files, subject to any exceptions noted by the
      Custodian in its exception report delivered pursuant to Section 2.02, together
      with the assignment to it of all other assets included in the Trust Fund,
      receipt of which is hereby acknowledged. Concurrently with such assignment
      and
      delivery and in exchange therefor, the Trustee, pursuant to the written request
      of the Depositor executed by an officer of the Depositor, has executed,
      authenticated and delivered to or upon the order of the Depositor, the
      Certificates in authorized denominations. The interests evidenced by the
      Certificates constitute the entire beneficial ownership interest in the Trust
      Fund.

     

    SECTION
      2.08 [Reserved].

     

    
      	
            	SECTION
              2.09 	
              Acceptance
                of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5 and REMIC 6 by the
                Trustee;
                Conveyance of REMIC 1 Regular Interests, Class C Interest and Class
                P
                Interest; Issuance of Certificates.

            


    

     

    (a) The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the assets
      described in the definition of REMIC 1 for the benefit of the holders of the
      REMIC 1 Regular Interests (which are uncertificated) and the Class R
      Certificates (in respect of the Class R-1 Interest). The Trustee acknowledges
      receipt of the assets described in the definition of REMIC 1 Regular Interests
      (which are uncertificated) and declares that it holds and will hold the same
      in
      trust for the exclusive use and benefit of the holders of the REMIC 1 Regular
      Interests and the Class R Certificates (in respect of the Class R-1 Interest).
      The interests evidenced by the Class R-1 Interest, together with the REMIC
      1
      Regular Interests, constitute the entire beneficial ownership interest in REMIC
      1.

     

    (b) The
      Depositor concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the REMIC
      1 Regular Interests for the benefit of the holders of the REMIC 2 Regular
      Interests and the Class R Certificates (in respect of the Class R-2 Interest).
      The Trustee acknowledges receipt of the REMIC 1 Regular Interests and declares
      that it holds and will hold the same in trust for the exclusive use and benefit
      of the holders of the REMIC 2 Regular Interests and the Class R Certificates
      (in
      respect of the Class R-2 Interest). The interests evidenced by the Class R-2
      Interest, together with the REMIC 2 Regular Interests, constitute the entire
      beneficial ownership interest in REMIC 2.

     

    (c) The
      Depositor concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the REMIC
      2 Regular Interests for the benefit of the holders of the Class A Certificates,
      Mezzanine Certificates, the Class C Interest, the Class P Interest, the Class
      IO
      Interest and the Class R Certificates (in respect of the Class R-3 Interest).
      The Trustee acknowledges receipt of the REMIC 2 Regular Interests and declares
      that it holds and will hold the same in trust for the exclusive use and benefit
      of the holders of the Class A Certificates, Mezzanine Certificates, the Class
      C
      Interest, the Class P Interest, the Class IO Interest and the Class R
      Certificates (in respect of the Class R-3 Interest). The interests evidenced
      by
      the Class R-3 Interest, together with the Class A Certificates, Mezzanine
      Certificates, the Class C Interest, the Class P Interest and the Class IO
      Interest, constitute the entire beneficial ownership interest in REMIC
      3.

     

    (d) The
      Depositor concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the Class
      C Interest (which is uncertificated) for the benefit of the Holders of the
      Class
      C Certificates and the Class R-X Certificates (in respect of the Class R-4
      Interest). The interests evidenced by the Class R-4 Interest, together with
      the
      Class C Certificates, constitute the entire beneficial ownership interest in
      REMIC 4.

     

    (e) The
      Depositor concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the Class
      P Interest (which is uncertificated) for the benefit of the Holders of the
      Class
      P Certificates and the Class R-X Certificates (in respect of the Class R-5
      Interest). The interests evidenced by the Class R-5 Interest, together with
      the
      Class P Certificates, constitute the entire beneficial ownership interest in
      REMIC 5.

     

    (f) The
      Depositor concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the SWAP
      IO Interest (which is uncertificated) for the benefit of the Holders of the
      REMIC 6 Regular Interest SWAP IO and the Class R-X Certificates (in respect
      of
      the Class R-6 Interest). The interests evidenced by the Class R-6 Interest,
      together with the REMIC 6 Regular Interest SWAP IO, constitute the entire
      beneficial ownership interest in REMIC 6.

     

    (g) The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the assets
      described in the definition of REMIC 1 for the benefit of the holders of the
      REMIC 1 Regular Interests (which are uncertificated) and the Class R
      Certificates (in respect of the Class R-1 Interest). The Trustee acknowledges
      receipt of the assets described in the definition of REMIC 1 and declares that
      it holds and will hold the same in trust for the exclusive use and benefit
      of
      the holders of the REMIC 1 Regular Interests and the Class R Certificates (in
      respect of the Class R-1 Interest). The interests evidenced by the Class R-1
      Interest, together with the REMIC 1 Regular Interests, constitute the entire
      beneficial ownership interest in REMIC 1.

     

    (h) In
      exchange for the REMIC 2 Regular Interests and, concurrently with the assignment
      to the Trustee thereof, pursuant to the written request of the Depositor
      executed by an officer of the Depositor, the Trustee has executed, authenticated
      and delivered to or upon the order of the Depositor, the Regular Certificates
      (other than the Class C Certificates and Class P Certificates) in authorized
      denominations, which Certificates, together with the Class C Interests and
      Class
      P Interests and the Class R Certificates (in respect of the Class R-3 Interest),
      evidence the entire beneficial ownership interest in REMIC 3.

     

    (i) In
      exchange for the Class C Interest and, concurrently with the assignment to
      the
      Trustee thereof, pursuant to the written request of the Depositor executed
      by an
      officer of the Depositor, the Trustee has executed, authenticated and delivered
      to or upon the order of the Depositor, the Class C Certificates in authorized
      denominations, which Certificates, together with the Class R-X Certificates
      (in
      respect of the Class R-4 Interest), evidence the entire beneficial ownership
      interest in REMIC 4.

     

    (j) In
      exchange for the Class P Interest and, concurrently with the assignment to
      the
      Trustee thereof, pursuant to the written request of the Depositor executed
      by an
      officer of the Depositor, the Trustee has executed, authenticated and delivered
      to or upon the order of the Depositor, the Class P Certificates in authorized
      denominations, which Certificates, together with the Class R-X Certificates
      (in
      respect of the Class R-5 Interest), evidence the entire beneficial ownership
      interest in REMIC 5.

     

    (k) In
      exchange for REMIC 6 Regular Interest SWAP IO and, concurrently with the
      assignment to the Trustee thereof, pursuant to the written request of the
      Depositor executed by an officer of the Depositor, the Trustee has executed,
      authenticated and delivered to or upon the order of the Depositor, REMIC 6
      Regular Interest SWAP IO (which shall be uncertificated) in authorized
      denominations, which, together with the Class R-X Certificates (in respect
      of
      the Class R-6 Interest), evidence the entire beneficial ownership interest
      in
      REMIC 6.

     

    (l) Concurrently
      with (i) the assignment and delivery to the Trustee of REMIC 1 (including the
      Residual Interest therein represented by the Class R-1 Interest) and the
      acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02 and
      Section 2.09(a), (ii) the assignment and delivery to the Trustee of REMIC 2
      (including the Residual Interest therein represented by the Class R-2 Interest)
      and the acceptance by the Trustee thereof, pursuant to Section 2.09(b), (iii)
      the assignment and delivery to the Trustee of REMIC 3 (including the Residual
      Interest therein represented by the Class R-3 Interest) and the acceptance
      by
      the Trustee thereof, pursuant to Section 2.09(c), (iv) the assignment and
      delivery to the Trustee of REMIC 4 (including the Residual Interest therein
      represented by the Class R-4 Interest) and the acceptance by the Trustee
      thereof, pursuant to Section 2.09(d), (v) the assignment and delivery to the
      Trustee of REMIC 5 (including the Residual Interest therein represented by
      the
      Class R-5 Interest) and the acceptance by the Trustee thereof, pursuant to
      Section 2.09(e) and (vi) the assignment and delivery to the Trustee of REMIC
      6
      (including the Residual Interest therein represented by the Class R-6 Interest)
      and the acceptance by the Trustee thereof, pursuant to Section 2.09(f), the
      Trustee, pursuant to the written request of the Depositor executed by an officer
      of the Depositor, has executed, authenticated and delivered to or upon the
      order
      of the Depositor, the Class R Certificates (evidencing the Class R-1 Interest,
      the
      Class
      R-2 Interest
      and the
      Class R-3 Interest) and the Class R-X Certificates (evidencing the Class R-4
      Interest, the Class R-5 Interest and the Class R-6 Interest) in authorized
      denominations.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      III

     

    ADMINISTRATION
      AND SERVICING


    OF
      THE
      MORTGAGE LOANS

     

    SECTION
      3.01 Servicer
      to Act as Servicer.

     

    The
      Servicer shall service and administer the Mortgage Loans on behalf of the Trust
      and in the best interests of and for the benefit of the Certificateholders
      (as
      determined by the Servicer in its reasonable judgment) in accordance with the
      terms of this Agreement and the Mortgage Loans and, to the extent consistent
      with such terms, in the same manner in which it services and administers similar
      mortgage loans for its own portfolio, giving due consideration to customary
      and
      usual standards of practice of mortgage lenders and loan servicers administering
      similar mortgage loans but without regard to:

     

    (i) any
      relationship that the Servicer, any Sub-Servicer or any Affiliate of the
      Servicer or any Sub-Servicer may have with the related Mortgagor;

     

    (ii) the
      ownership or non-ownership of any Certificate by the Servicer or any Affiliate
      of the Servicer;

     

    (iii) the
      Servicer’s obligation to make Advances or Servicing Advances; or

     

    (iv) the
      Servicer’s or any Sub-Servicer’s right to receive compensation for its services
      hereunder or with respect to any particular transaction (the “Servicing
      Standard”). 

     

    To
      the
      extent consistent with the foregoing, the Servicer (a) shall seek the timely
      and
      complete recovery of principal and interest on the Mortgage Notes and (b) shall
      waive (or permit a Sub-Servicer to waive) a Prepayment Charge only under the
      following circumstances: (i) such waiver is standard and customary in servicing
      similar Mortgage Loans and (ii) such waiver relates to a default or a reasonably
      foreseeable default and would, in the reasonable judgment of the Servicer,
      maximize recovery of total proceeds taking into account the value of such
      Prepayment Charge and the related Mortgage Loan or (iii) the collection of
      such
      Prepayment Charge would be in violation of applicable laws. If a Prepayment
      Charge is waived as permitted by meeting the standard described in clause (iii)
      above, then the Servicer shall make commercially reasonable efforts to enforce
      the Trustee’s rights under the Mortgage Loan Purchase Agreement including the
      obligation of the Seller to pay the amount of such waived Prepayment Charge
      to
      the Servicer for deposit in the Collection Account for the benefit of the
      Holders of the Class P Certificates. If the Servicer makes a good faith
      determination that the Servicer’s efforts are not reasonably expected to be
      successful in enforcing such rights, it shall notify the Trustee of such
      failure, and the Trustee, with the cooperation of the Servicer, shall enforce
      the obligation of the Seller under the Mortgage Loan Purchase Agreement to
      pay
      to the Servicer the amount of such waived Prepayment Charge. If the Seller
      fails
      to pay the amount of such waived Prepayment Charge in accordance with its
      obligations under the Mortgage Loan Purchase Agreement, the Trustee, the
      Servicer and the Depositor shall consult on further actions to be taken against
      the Seller. Subject only to the above-described servicing standards and the
      terms of this Agreement and of the Mortgage Loans, the Servicer shall have
      full
      power and authority, acting alone or through Sub-Servicers as provided in
      Section 3.02, to do or cause to be done any and all things in connection with
      such servicing and administration which it may deem necessary or desirable.
      Without limiting the generality of the foregoing, the Servicer, in the name
      of
      the Trust Fund, is hereby authorized and empowered by the Trustee when the
      Servicer believes it appropriate in its best judgment in accordance with the
      Servicing Standard, to execute and deliver, on behalf of the Certificateholders
      and the Trustee, any and all instruments of satisfaction or cancellation, or
      of
      partial or full release or discharge, and all other comparable instruments,
      with
      respect to the Mortgage Loans and the Mortgaged Properties and to institute
      foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert
      the ownership of such properties, and to hold or cause to be held title to
      such
      properties, on behalf of the Trustee and Certificateholders. The Servicer shall
      service and administer the Mortgage Loans in accordance with applicable state
      and federal law and shall provide to the Mortgagors any reports required to
      be
      provided to them thereby. The Servicer shall also comply in the performance
      of
      this Agreement with all reasonable rules and requirements of each insurer under
      any standard hazard insurance policy. Subject to Section 3.17, on the Closing
      Date, the Trustee shall execute and furnish to the Servicer and any Sub-Servicer
      any special or limited powers of attorney and other documents necessary or
      appropriate to enable the Servicer or any Sub-Servicer to carry out their
      servicing and administrative duties hereunder; provided,
      such
      limited powers of attorney or other documents shall be prepared by the Servicer
      and submitted to the Trustee for execution. The Trustee shall not be liable
      for
      the actions by the Servicer or any Sub-Servicers under such powers of
      attorney.

     

    Subject
      only to the above-described servicing standards and the terms of this Agreement
      and of the Mortgage Loans, the Servicer shall have full power and authority,
      acting alone or through Sub-Servicers as provided in Section 3.02, to do or
      cause to be done any and all things in connection with such servicing and
      administration which it may deem necessary or desirable. Without limiting the
      generality of the foregoing, the Servicer, in the name of the Trust Fund, is
      hereby authorized and empowered by the Trustee when the Servicer believes it
      appropriate in its best judgment in accordance with the Servicing Standard,
      to
      execute and deliver, on behalf of the Certificateholders and the Trustee, any
      and all instruments of satisfaction or cancellation, or of partial or full
      release or discharge, and all other comparable instruments, with respect to
      the
      Mortgage Loans and the Mortgaged Properties and to institute foreclosure
      proceedings or obtain a deed-in-lieu of foreclosure so as to convert the
      ownership of such properties, and to hold or cause to be held title to such
      properties, on behalf of the Trustee and Certificateholders. The Servicer shall
      service and administer the Mortgage Loans in accordance with applicable state
      and federal law and shall provide to the Mortgagors any reports required to
      be
      provided to them thereby. The Servicer shall also comply in the performance
      of
      this Agreement with all reasonable rules and requirements of each insurer under
      any standard hazard insurance policy. Subject to Section 3.17, within five
      (5)
      days of the Closing Date, the Trustee shall execute and furnish to the Servicer
      and any Sub-Servicer any special or limited powers of attorney and other
      documents necessary or appropriate to enable the Servicer or any Sub-Servicer
      to
      carry out their servicing and administrative duties hereunder; provided,
      such
      limited powers of attorney or other documents shall be prepared by the Servicer
      and submitted to the Trustee for execution. The Trustee shall not be liable
      for
      the actions by the Servicer or any Sub-Servicers under such powers of
      attorney.

     

    The
      Servicer further is authorized and empowered by the Trustee, on behalf of the
      Certificateholders and the Trustee, in its own name or in the name of the
      Sub-Servicer, when the Servicer or the Sub-Servicer, as the case may be,
      believes it is appropriate in its best judgment to register any Mortgage Loan
      on
      the MERS® System, or cause the removal from the registration of any Mortgage
      Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and
      the Certificateholders or any of them, any and all instruments of assignment
      and
      other comparable instruments with respect to such assignment or re-recording
      of
      a Mortgage in the name of MERS, solely as nominee for the Trustee and its
      successors and assigns. Any reasonable expenses incurred in connection with
      the
      actions described in the preceding sentence or as a result of MERS discontinuing
      or becoming unable to continue operations in connection with the MERS® System,
      shall be reimbursable to the Servicer by withdrawal from the Collection Account
      pursuant to Section 3.11.

     

    Subject
      to Section 3.09 hereof, in accordance with the standards of the preceding
      paragraph, the Servicer, on escrowed accounts, shall advance or cause to be
      advanced funds as necessary for the purpose of effecting the payment of taxes
      and assessments on the Mortgaged Properties, which advances shall be Servicing
      Advances reimbursable in the first instance from related collections from the
      Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11.
      Any cost incurred by the Servicer or by Sub-Servicers in effecting the payment
      of taxes and assessments on a Mortgaged Property shall not, for the purpose
      of
      calculating distributions to Certificateholders, be added to the unpaid Stated
      Principal Balance of the related Mortgage Loan, notwithstanding that the terms
      of such Mortgage Loan so permit.

     

    Notwithstanding
      anything in this Agreement to the contrary, the Servicer may not make any future
      advances with respect to a Mortgage Loan (except as provided in Section 4.04)
      and the Servicer shall not (i) permit any modification with respect to any
      Mortgage Loan that would change the Mortgage Rate, reduce or increase the Stated
      Principal Balance (except for reductions resulting from actual payments of
      principal) or change the final maturity date on such Mortgage Loan (unless,
      in
      any such case, as provided in Section 3.07, the Mortgagor is in default with
      respect to the Mortgage Loan or such default is, in the judgment of the
      Servicer, reasonably foreseeable) or (ii) permit any modification, waiver or
      amendment of any term of any Mortgage Loan that would both (A) effect an
      exchange or reissuance of such Mortgage Loan under Section 1001 of the Code
      (or
      Treasury regulations promulgated thereunder) and (B) cause any REMIC created
      hereunder to fail to qualify as a REMIC under the Code or the imposition of
      any
      tax on “prohibited transactions” or “contributions after the startup date” under
      the REMIC Provisions.

     

    The
      Servicer shall also undertake to defend, with respect to a claim against the
      Trustee or the Trust, any claims against the Trust, the Trustee or itself by
      a
      Mortgagor which relate to or affect the servicing of any Mortgage Loan. This
      shall not be construed as an assumption of liability in such matters. The
      Trustee shall notify the Servicer of any such claim as soon as practicable
      after
      receiving notice of such claim. The Servicer shall not be liable for any delay
      in responding to any claim of which it has not received timely notice. The
      Trustee shall cooperate with the Servicer in all aspects of the defense of
      such
      claims, including the timely delivery of all relevant litigation files and
      other
      related information. In the event the Servicer acts on behalf of the Trustee,
      the Trust or itself in any such litigation, the Trust shall pay all costs and
      expenses (including attorneys’ fees, court costs, settlements and judgments)
      associated with the defense and management of such claim; provided, however,
      that the Servicer shall not be indemnified for any such cost or expense relating
      to claims against the Servicer and incurred by reason of its willful
      misfeasance, bad faith or negligence in the performance of its duties
      hereunder.

     

    SECTION
      3.02 Sub-Servicing
      Agreements Between Servicer and Sub-Servicers.

     

    (a) The
      Servicer may enter into Sub-Servicing Agreements with Sub-Servicers, which
      may
      be Affiliates of the Servicer, for the servicing and administration of the
      Mortgage Loans; provided, however, (i) such sub-servicing arrangement and the
      terms of the related Sub-Servicing Agreement must provide for the servicing
      of
      the Mortgage Loans in a manner consistent with the servicing arrangement
      contemplated hereunder and (ii) the NIMS Insurer shall have consented to such
      sub-servicing agreement. The Trustee is hereby authorized to acknowledge, at
      the
      request of the Servicer, any Sub-Servicing Agreement. No such acknowledgment
      shall be deemed to imply that the Trustee has consented to any such
      Sub-Servicing Agreement, has passed upon whether such Sub-Servicing Agreement
      meets the requirements applicable to Sub-Servicing Agreements set forth in
      this
      Agreement or has passed upon whether such Sub-Servicing Agreement is otherwise
      permitted under this Agreement. The Servicer may, in connection with its duties
      as Servicer hereunder, enter into transactions with any of its Affiliates
      relating to the Mortgage Loans; provided, that (i) such transaction is in the
      ordinary course of business of the Servicer, and (ii) the terms of such
      transaction are no less favorable to the Servicer than it would obtain in a
      comparable arm’s-length transaction with a person that is not an Affiliate of
      the Servicer.

     

    Each
      Sub-Servicer shall be (i) authorized to transact business in the state or states
      where the related Mortgaged Properties it is to service are situated, if and
      to
      the extent required by applicable law to enable the Sub-Servicer to perform
      its
      obligations hereunder and under the Sub-Servicing Agreement and (ii) a Freddie
      Mac or Fannie Mae approved mortgage servicer. Each Sub-Servicing Agreement
      must
      impose on the Sub-Servicer requirements conforming to the provisions set forth
      in Section 3.08 and provide for servicing of the Mortgage Loans consistent
      with
      the terms of this Agreement. The Servicer will examine each Sub-Servicing
      Agreement and will be familiar with the terms thereof. The terms of any
      Sub-Servicing Agreement will not be inconsistent with any of the provisions
      of
      this Agreement. Any variation in any Sub-Servicing Agreements from the
      provisions set forth in Section 3.08 relating to insurance or priority
      requirements of Sub-Servicing Accounts, or credits and charges to the
      Sub-Servicing Accounts or the timing and amount of remittances by the
      Sub-Servicers to the Servicer, are conclusively deemed to be inconsistent with
      this Agreement and therefore prohibited. The Servicer shall deliver to the
      NIMS
      Insurer and the Trustee copies of all Sub-Servicing Agreements, and any
      amendments or modifications thereof, promptly upon the Servicer’s execution and
      delivery of such instruments.

     

    (b) As
      part
      of its servicing activities hereunder, the Servicer, for the benefit of the
      Trustee and the Certificateholders, shall enforce the obligations of each
      Sub-Servicer under the related Sub-Servicing Agreement, including, without
      limitation, any obligation to make advances in respect of delinquent payments
      as
      required by a Sub-Servicing Agreement. Such enforcement, including, without
      limitation, the legal prosecution of claims, termination of Sub-Servicing
      Agreements, and the pursuit of other appropriate remedies, shall be in such
      form
      and carried out to such an extent and at such time as the Servicer, in its
      good
      faith business judgment, would require were it the owner of the related Mortgage
      Loans. The Servicer shall pay the costs of such enforcement at its own expense,
      and shall be reimbursed therefor only (i) from a general recovery resulting
      from
      such enforcement, to the extent, if any, that such recovery exceeds all amounts
      due in respect of the related Mortgage Loans, or (ii) from a specific recovery
      of costs, expenses or attorneys’ fees against the party against whom such
      enforcement is directed.

     

    SECTION
      3.03 Successor
      Sub-Servicers.

     

    The
      Servicer shall be entitled to terminate any Sub-Servicing Agreement and the
      rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing
      Agreement in accordance with the terms and conditions of such Sub-Servicing
      Agreement. In the event of termination of any Sub-Servicer, all servicing
      obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer
      without any act or deed on the part of such Sub-Servicer or the Servicer, and
      the Servicer either shall service directly the related Mortgage Loans or shall
      enter into a Sub-Servicing Agreement with a successor Sub-Servicer which
      qualifies under Section 3.02.

     

    Any
      Sub-Servicing Agreement shall include the provision that such agreement may
      be
      immediately terminated by the Servicer or the Trustee (if the Trustee is acting
      as Servicer) without fee, in accordance with the terms of this Agreement, in
      the
      event that the Servicer (or the Trustee, if such party is then acting as
      Servicer) shall, for any reason, no longer be the Servicer (including
      termination due to a Servicer Event of Termination).

     

    SECTION
      3.04 Liability
      of the Servicer.

     

    Notwithstanding
      any Sub-Servicing Agreement or the provisions of this Agreement relating to
      agreements or arrangements between the Servicer and a Sub-Servicer or reference
      to actions taken through a Sub-Servicer or otherwise, the Servicer shall remain
      obligated and primarily liable to the Trustee and the Certificateholders for
      the
      servicing and administering of the Mortgage Loans in accordance with the
      provisions of Section 3.01 without diminution of such obligation or liability
      by
      virtue of such Sub-Servicing Agreements or arrangements or by virtue of
      indemnification from the Sub-Servicer and to the same extent and under the
      same
      terms and conditions as if the Servicer alone were servicing and administering
      the Mortgage Loans. The Servicer shall be entitled to enter into any agreement
      with a Sub-Servicer for indemnification of the Servicer by such Sub-Servicer
      and
      nothing contained in this Agreement shall be deemed to limit or modify such
      indemnification.

     

    SECTION
      3.05 No
      Contractual Relationship Between Sub-Servicers and the NIMS Insurer, the Trustee
      or Certificateholders.

     

    Any
      Sub-Servicing Agreement that may be entered into and any transactions or
      services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
      as such shall be deemed to be between the Sub-Servicer and the Servicer alone,
      and the NIMS Insurer, the Trustee or Certificateholders shall not be deemed
      parties thereto and shall have no claims, rights, obligations, duties or
      liabilities with respect to the Sub-Servicer except as set forth in Section
      3.06. The Servicer shall be solely liable for all fees owed by it to any
      Sub-Servicer, irrespective of whether the Servicer’s compensation pursuant to
      this Agreement is sufficient to pay such fees.

     

    SECTION
      3.06 Assumption
      or Termination of Sub-Servicing Agreements by Trustee.

     

    In
      the
      event the Servicer shall for any reason no longer be the servicer (including
      by
      reason of the occurrence of a Servicer Event of Termination), the Trustee,
      in
      addition to its duties under Section 7.02, shall thereupon assume all of the
      rights and obligations of the Servicer under each Sub-Servicing Agreement that
      the Servicer may have entered into, unless the Trustee elects to terminate
      any
      Sub-Servicing Agreement in accordance with its terms as provided in Section
      3.03. Upon such assumption, the Trustee (or the successor servicer appointed
      pursuant to Section 7.02) shall be deemed, subject to Section 3.03, to have
      assumed all of the departing Servicer’s interest therein and to have replaced
      the departing Servicer as a party to each Sub-Servicing Agreement to the same
      extent as if each Sub-Servicing Agreement had been assigned to the assuming
      party, except that (i) the departing Servicer shall not thereby be relieved
      of
      any liability or obligations under any Sub-Servicing Agreement that arose before
      it ceased to be the Servicer and (ii) neither the Trustee nor any successor
      Servicer shall be deemed to have assumed any liability or obligation of the
      Servicer that arose before it ceased to be the Servicer.

     

    The
      Servicer at its expense shall, upon request of the Trustee, deliver to the
      assuming party all documents and records relating to each Sub-Servicing
      Agreement and the Mortgage Loans then being serviced and an accounting of
      amounts collected and held by or on behalf of it, and otherwise use its best
      efforts to effect the orderly and efficient transfer of the Sub-Servicing
      Agreements to the assuming party. All Servicing Transfer Costs shall be paid
      by
      the predecessor Servicer upon presentation of reasonable documentation of such
      costs, and if such predecessor Servicer is the Trustee or it defaults in its
      obligation to pay such costs, such costs shall be paid by the successor Servicer
      or the Trustee (in which case the successor Servicer or the Trustee, as
      applicable, shall be entitled to reimbursement therefor from the assets of
      the
      Trust).

     

    SECTION
      3.07 Collection
      of Certain Mortgage Loan Payments.

     

    The
      Servicer shall make reasonable efforts, in accordance with the Servicing
      Standard, to collect all payments called for under the terms and provisions
      of
      the Mortgage Loans and the provisions of any applicable insurance policies
      provided to the Servicer. Consistent with the foregoing, the Servicer may in
      its
      discretion (i) waive any late payment charge or, if applicable, any penalty
      interest or any provisions of any Mortgage Loan requiring the related Mortgagor
      to submit to mandatory arbitration with respect to disputes arising thereunder,
      or (ii) extend the due dates for the Monthly Payments due on a Mortgage Note
      for
      a period of not greater than 180 days; provided, however, that any extension
      pursuant to clause (ii) above shall not affect the amortization schedule of
      any
      Mortgage Loan for purposes of any computation hereunder, except as provided
      below. In the event of any such arrangement pursuant to clause (ii) above,
      the
      Servicer shall make timely Advances on such Mortgage Loan during such extension
      pursuant to Section 4.04 and in accordance with the amortization schedule of
      such Mortgage Loan without modification thereof by reason of such arrangement.
      Notwithstanding the foregoing, in the event that any Mortgage Loan is in default
      or, in the judgment of the Servicer, such default is reasonably foreseeable,
      the
      Servicer, consistent with the standards set forth in Section 3.01, may also
      waive, modify or vary any term of such Mortgage Loan (including modifications
      that would change the Mortgage Rate, forgive the payment of principal or
      interest or extend the final maturity date of such Mortgage Loan), accept
      payment from the related Mortgagor of an amount less than the Stated Principal
      Balance in final satisfaction of such Mortgage Loan, or consent to the
      postponement of strict compliance with any such term or otherwise grant
      indulgence to any Mortgagor (any and all such waivers, modifications, variances,
      forgiveness of principal or interest, postponements, or indulgences collectively
      referred to herein as “forbearance”), provided, however, that the NIMS Insurer’s
      prior written consent shall be required for any modification, waiver or
      amendment if the aggregate number of outstanding Mortgage Loans which have
      been
      modified, waived or amended exceeds 5% of the number of Mortgage Loans as of
      the
      Cut-off Date. The Servicer's analysis supporting any forbearance and the
      conclusion that any forbearance meets the standards of Section 3.01 shall be
      reflected in writing in the Mortgage File.

     

    SECTION
      3.08 Sub-Servicing
      Accounts.

     

    In
      those
      cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a Sub-
      Servicing Agreement, the Sub-Servicer will be required to establish and maintain
      one or more accounts (collectively, the “Sub-Servicing Account”). The
      Sub-Servicing Account shall be an Eligible Account and shall comply with all
      requirements of this Agreement relating to the Collection Account. The
      Sub-Servicer shall deposit in the clearing account in which it customarily
      deposits payments and collections on mortgage loans in connection with its
      mortgage loan servicing activities on a daily basis, and in no event more than
      one Business Day after the Sub-Servicer’s receipt thereof, all proceeds of
      Mortgage Loans received by the Sub-Servicer less its servicing compensation
      to
      the extent permitted by the Sub-Servicing Agreement, and shall thereafter
      deposit such amounts in the Sub-Servicing Account, in no event more than two
      Business Days after the receipt of such amounts. The Sub-Servicer shall
      thereafter deposit such proceeds in the Collection Account or remit such
      proceeds to the Servicer for deposit in the Collection Account not later than
      two Business Days after the deposit of such amounts in the Sub-Servicing
      Account. For purposes of this Agreement, the Servicer shall be deemed to have
      received payments on the Mortgage Loans when the Sub-Servicer receives such
      payments.

     

    SECTION
      3.09 Collection
      of Taxes, Assessments and Similar Items; Escrow Accounts.

     

    To
      the
      extent required by the related Mortgage Note, the Servicer shall establish
      and
      maintain, or cause to be established and maintained, one or more accounts (the
      “Escrow Accounts”), into which all Escrow Payments shall be deposited and
      retained. Escrow Accounts shall be Eligible Accounts. The Servicer shall deposit
      in the clearing account in which it customarily deposits payments and
      collections on mortgage loans in connection with its mortgage loan servicing
      activities, all Escrow Payments collected on account of the Mortgage Loans
      and
      shall deposit in the Escrow Accounts, in no event more than two Business Days
      after the receipt of such Escrow Payments, all Escrow Payments collected on
      account of the Mortgage Loans for the purpose of effecting the payment of any
      such items as required under the terms of this Agreement. Withdrawals of amounts
      from an Escrow Account may be made only to (i) effect payment of taxes,
      assessments, hazard insurance premiums, and comparable items in a manner and
      at
      a time that assures that the lien priority of the Mortgage is not jeopardized
      (or, with respect to the payment of taxes, in a manner and at a time that avoids
      the loss of the Mortgaged Property due to a tax sale or the foreclosure as
      a
      result of a tax lien); (ii) reimburse the Servicer (or a Sub-Servicer to the
      extent provided in the related Sub-Servicing Agreement) out of related
      collections for any Servicing Advances made pursuant to Section 3.01 (with
      respect to taxes and assessments) and Section 3.14 (with respect to hazard
      insurance); (iii) refund to Mortgagors any sums as may be determined to be
      overages; (iv) pay interest, if required and as described below, to Mortgagors
      on balances in the Escrow Account; or (v) clear and terminate the Escrow Account
      at the termination of the Servicer’s obligations and responsibilities in respect
      of the Mortgage Loans under this Agreement in accordance with Article X. In
      the
      event the Servicer shall deposit in a Escrow Account any amount not required
      to
      be deposited therein, it may at any time withdraw such amount from such Escrow
      Account, any provision herein to the contrary notwithstanding. The Servicer
      will
      be responsible for the administration of the Escrow Accounts and will be
      obligated to make Servicing Advances to such accounts when and as necessary
      to
      avoid the lapse of insurance coverage on the Mortgaged Property, or which the
      Servicer knows, or in the exercise of the required standard of care of the
      Servicer hereunder should know, is necessary to avoid the loss of the Mortgaged
      Property due to a tax sale or the foreclosure as a result of a tax lien. If
      any
      such payment has not been made and the Servicer receives notice of a tax lien
      with respect to the Mortgage being imposed, the Servicer will, within 10
      Business Days of receipt of such notice, advance or cause to be advanced funds
      necessary to discharge such lien on the Mortgaged Property. As part of its
      servicing duties, the Servicer or any Sub-Servicers shall pay to the Mortgagors
      interest on funds in the Escrow Accounts, to the extent required by law and,
      to
      the extent that interest earned on funds in the Escrow Accounts is insufficient,
      to pay such interest from its or their own funds, without any reimbursement
      therefor. The Servicer may pay to itself any excess interest on funds in the
      Escrow Accounts, to the extent such action is in conformity with the Servicing
      Standard, is permitted by law and such amounts are not required to be paid
      to
      Mortgagors or used for any of the other purposes set forth above.

     

    SECTION
      3.10 Collection
      Account and Distribution Account.

     

    (a) On
      behalf
      of the Trust Fund, the Servicer shall establish and maintain, or cause to be
      established and maintained, one or more accounts (such account or accounts,
      the
“Collection Account”), held in trust for the benefit of the Trustee and the
      Certificateholders. On behalf of the Trust Fund, the Servicer shall deposit
      or
      cause to be deposited in the Collection Account, in no event more than two
      Business Days after the Servicer’s receipt thereof, as and when received or as
      otherwise required hereunder, the following payments and collections received
      or
      made by it subsequent to the Cut-off Date (other than in respect of principal
      or
      interest on the Mortgage Loans due on or before the Cut-off Date) or payments
      (other than Principal Prepayments) received by it on or prior to the Cut-off
      Date but allocable to a Due Period subsequent thereto:

     

    (i) all
      payments on account of principal, including Principal Prepayments (but not
      Prepayment Charges), on the Mortgage Loans;

     

    (ii) all
      payments on account of interest (net of the Servicing Fee) on each Mortgage
      Loan;

     

    (iii) all
      Insurance Proceeds, Net Liquidation Proceeds, Subsequent Recoveries and
      condemnation proceeds (other than proceeds collected in respect of any
      particular REO Property and amounts paid in connection with a purchase of
      Mortgage Loans and REO Properties pursuant to Section 10.01);

     

    (iv) any
      amounts required to be deposited pursuant to Section 3.12 in connection with
      any
      losses realized on Permitted Investments with respect to funds held in the
      Collection Account;

     

    (v) any
      amounts required to be deposited by the Servicer pursuant to the second
      paragraph of Section 3.14(a) in respect of any blanket policy
      deductibles;

     

    (vi) all
      proceeds of any Mortgage Loan repurchased or purchased in accordance with
      Section 2.03, Section 3.16(c) or Section 10.01;

     

    (vii) all
      amounts required to be deposited in connection with Substitution Adjustments
      pursuant to Section 2.03; and

     

    (viii) all
      Prepayment Charges collected by the Servicer and any Servicer Prepayment Charge
      Payment Amounts in connection with the Principal Prepayment of any of the
      Mortgage Loans.

     

    The
      foregoing requirements for deposit in the Collection Account shall be exclusive,
      it being understood and agreed that, without limiting the generality of the
      foregoing, payments in the nature of Servicing Fees, late payment charges,
      assumption fees, insufficient funds charges and ancillary income (other than
      Prepayment Charges) need not be deposited by the Servicer in the Collection
      Account and may be retained by the Servicer as additional compensation. In
      the
      event the Servicer shall deposit in the Collection Account any amount not
      required to be deposited therein, it may at any time withdraw such amount from
      the Collection Account, any provision herein to the contrary
      notwithstanding.

     

    (b) On
      behalf
      of the Trust Fund, the Trustee shall establish and maintain one or more
      segregated, non-interest bearing trust accounts (such account or accounts,
      the
“Distribution Account”), held in trust for the benefit of the Trustee and the
      Certificateholders. On behalf of the Trust Fund, the Servicer shall deliver
      to
      the Trustee in immediately available funds for deposit in the Distribution
      Account on or before 1:00 p.m. New York time on the Servicer Remittance Date,
      that portion of the Available Funds (calculated without regard to the references
      in the definition thereof to amounts that may be withdrawn from the Distribution
      Account) for the related Distribution Date then on deposit in the Collection
      Account, the amount of all Prepayment Charges collected during the applicable
      Prepayment Period by the Servicer and Servicer Prepayment Charge Payment Amounts
      in connection with the Principal Prepayment of any of the Mortgage Loans then
      on
      deposit in the Collection Account, the amount of any funds reimbursable to
      an
      Advancing Person pursuant to Section 3.29 (unless such amounts are to be
      remitted in another manner as specified in the documentation establishing the
      related Advance Facility).

     

    If,
      by
      1:00 p.m. New York time, on the Servicer Remittance Date, the Servicer fails
      to
      remit to the Trustee for deposit into the Distribution Account any amounts
      required to be so remitted by the Servicer pursuant to this Agreement, the
      Servicer shall pay to the Trustee, for its own account, interest on such amounts
      at the prime rate for such date (as set forth in the Wall
      Street Journal)
      for the
      period commencing on the Servicer Remittance Date through the Business Day
      on
      which such failure is remedied.

     

    (c) Funds
      in
      the Collection Account and the Distribution Account may be invested in Permitted
      Investments in accordance with the provisions set forth in Section 3.12. The
      Servicer shall give written notice to the NIMS Insurer and the Trustee of the
      location of the Collection Account maintained by it when established and prior
      to any change thereof. The Trustee shall give notice to the NIMS Insurer, the
      Servicer and the Depositor of the location of the Distribution Account when
      established and prior to any change thereof.

     

    (d) Funds
      held in the Collection Account at any time may be delivered by the Servicer
      to
      the Trustee for deposit in an account (which may be the Distribution Account
      and
      must satisfy the standards for the Distribution Account as set forth in the
      definition thereof) and for all purposes of this Agreement shall be deemed
      to be
      a part of the Collection Account; provided, however, that the Trustee shall
      have
      the sole authority to withdraw any funds held pursuant to this subsection (d).
      In the event the Servicer shall deliver to the Trustee for deposit in the
      Distribution Account any amount not required to be deposited therein, it may
      at
      any time request that the Trustee withdraw such amount from the Distribution
      Account and remit to it any such amount, any provision herein to the contrary
      notwithstanding. In addition, the Servicer, with respect to items (i) through
      (iv) below, shall deliver to the Trustee from time to time for deposit, and
      the
      Trustee, with respect to items (i) through (iv) below, shall so deposit, in
      the
      Distribution Account:

     

    (i) any
      Advances, as required pursuant to Section 4.04;

     

    (ii) any
      amounts required to be deposited pursuant to Section 3.23(d) or (f) in
      connection with any REO Property;

     

    (iii) any
      amounts to be paid by the Servicer in connection with a purchase of Mortgage
      Loans and REO Properties pursuant to Section 10.01;

     

    (iv) any
      Compensating Interest to be deposited pursuant to Section 3.24 in connection
      with any Prepayment Interest Shortfall; 

     

    (v) any
      amounts required to be paid to the Trustee pursuant to the Agreement, including,
      but not limited to Section 3.06 and Section 7.02; and

     

    (vi) any
      other
      amounts deposited hereunder which are required to be deposited in the
      Distribution Account.

     

    SECTION
      3.11 Withdrawals
      from the Collection Account and Distribution Account.

     

    (a) The
      Servicer shall, from time to time, make withdrawals from the Collection Account
      for any of the following purposes or as described in Section 4.04:

     

    (i) to
      remit
      to the Trustee for deposit in the Distribution Account the amounts required
      to
      be so remitted pursuant to Section 3.10(b) or permitted to be so remitted
      pursuant to the first sentence of Section 3.10(d);

     

    (ii) subject
      to Section 3.16(d), to reimburse the Servicer for (a) any unreimbursed Advances
      to the extent of amounts received which represent Late Collections (net of
      the
      related Servicing Fees), Liquidation Proceeds and Insurance Proceeds on Mortgage
      Loans or REO Properties with respect to which such Advances were made in
      accordance with the provisions of Section 4.04; or (b) without limiting any
      right of withdrawal set forth in clause (vi) below, any unreimbursed Advances
      that, upon a Final Recovery Determination with respect to such Mortgage Loan,
      are Nonrecoverable Advances, but only to the extent that Late Collections (net
      of the related Servicing Fees), Liquidation Proceeds and Insurance Proceeds
      received with respect to such Mortgage Loan are insufficient to reimburse the
      Servicer for such unreimbursed Advances; or (c) subject to 4.04(b), any
      unreimbursed Advances to the extent of funds held in the Collection Account
      for
      future distribution that were not included in Available Funds for the preceding
      Distribution Date;

     

    (iii) subject
      to Section 3.16(d), to pay the Servicer or any Sub-Servicer (a) any unpaid
      Servicing Fees, (b) any unreimbursed Servicing Advances with respect to each
      Mortgage Loan, but only to the extent of any Late Collections, Liquidation
      Proceeds and Insurance Proceeds received with respect to such Mortgage Loan
      or
      REO Property, and (c) without limiting any right of withdrawal set forth in
      clause (vi) below, any Servicing Advances made with respect to a Mortgage Loan
      that, upon a Final Recovery Determination with respect to such Mortgage Loan
      are
      Nonrecoverable Advances, but only to the extent that Late Collections,
      Liquidation Proceeds and Insurance Proceeds received with respect to such
      Mortgage Loan are insufficient to reimburse the Servicer or any Sub-Servicer
      for
      Servicing Advances;

     

    (iv) to
      pay to
      the Servicer as additional servicing compensation (in addition to the Servicing
      Fee) on the Servicer Remittance Date any interest or investment income earned
      on
      funds deposited in the Collection Account;

     

    (v) to
      pay
      itself, the NIMS Insurer or the Seller, as applicable, with respect to each
      Mortgage Loan that has previously been purchased or replaced pursuant to Section
      2.03 or Section 3.16(c) all amounts received thereon subsequent to the date
      of
      purchase or substitution, as the case may be and any enforcement expenses
      reasonably incurred in respect of such breach or defect, including any expenses
      arising out of the enforcement of such purchase obligations;

     

    (vi) to
      reimburse the Servicer for any Advance or Servicing Advance previously made
      which the Servicer has determined to be a Nonrecoverable Advance in accordance
      with the provisions of Section 4.04;

     

    (vii) to
      pay,
      or to reimburse the Servicer for Servicing Advances in respect of, expenses
      incurred in connection with any Mortgage Loan pursuant to Section
      3.16(b);

     

    (viii) to
      reimburse the Servicer for expenses incurred by or reimbursable to the Servicer
      pursuant to Section 6.03;

     

    (ix) to
      pay
      itself any Prepayment Interest Excess;

     

    (x) to
      clear
      and terminate the Collection Account pursuant to Section 10.01; and

     

    (xi) to
      withdraw any amount deposited in the Collection Account and not required to
      be
      deposited therein.

     

    The
      foregoing requirements for withdrawal from the Collection Account shall be
      exclusive. In the event the Servicer shall deposit in the Collection Account
      any
      amount not required to be deposited therein, it may at any time withdraw such
      amount from the Collection Account, any provision herein to the contrary
      notwithstanding.

     

    The
      Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
      Mortgage Loan basis, for the purpose of justifying any withdrawal from the
      Collection Account, to the extent held by or on behalf of it, pursuant to
      subclauses (ii), (iii), (iv), (v), (vi) and (vii) above. The Servicer shall
      provide written notification to the NIMS Insurer and the Trustee, on or prior
      to
      the next succeeding Servicer Remittance Date, upon making any withdrawals from
      the Collection Account pursuant to subclause (vi) above; provided that an
      Officers’ Certificate in the form described under Section 4.04(d) shall suffice
      for such written notification to the Trustee in respect hereof.

     

    (b) The
      Trustee shall, from time to time, make withdrawals from the Distribution
      Account, for any of the following purposes, without priority:

     

    (i) to
      make
      distributions in accordance with Section 4.01;

     

    (ii) to
      pay
      any amounts in respect of taxes pursuant to Section 9.01(g);

     

    (iii) to
      clear
      and terminate the Distribution Account pursuant to Section 10.01;

     

    (iv) to
      pay
      any amounts required to be paid to the Trustee pursuant to this Agreement,
      including but not limited to funds required to be paid pursuant to Section
      3.06,
      Section 4.01, Section 7.02 and Section 8.05;

     

    (v) to
      pay to
      the Trustee, any Trustee Compensation; and

     

    (vi) to
      pay to
      an Advancing Person reimbursements for Advances and/or Servicing Advances
      pursuant to Section 3.29.

     

    SECTION
      3.12 Investment
      of Funds in the Collection Account and the Distribution Account.

     

    (a) The
      Servicer may direct any depository institution maintaining the Collection
      Account and any REO Account to invest the funds on deposit in such accounts
      and
      the Trustee may invest the funds on deposit in the Distribution Account or
      hold
      such funds uninvested (each such account, for the purposes of this Section
      3.12,
      an “Investment Account”). All investments pursuant to this Section 3.12 shall be
      in one or more Permitted Investments bearing interest or sold at a discount,
      and
      maturing, unless payable on demand, (i) no later than the Business Day
      immediately preceding the date on which such funds are required to be withdrawn
      from such account pursuant to this Agreement, if a Person other than the Trustee
      is the obligor thereon or if such investment is managed or advised by a Person
      other than the Trustee or an Affiliate of the Trustee, and (ii) no later than
      the date on which such funds are required to be withdrawn from such account
      pursuant to this Agreement, if the Trustee is the obligor thereon. All such
      Permitted Investments shall be held to maturity, unless payable on demand.
      Any
      investment of funds in an Investment Account shall be made in the name of the
      Trustee (in its capacity as such), or in the name of a nominee of the Trustee.
      The Trustee shall be entitled to sole possession (except with respect to
      investment direction of funds held in the Collection Account and any REO
      Account, and any income and gain realized thereon) over each such investment,
      and any certificate or other instrument evidencing any such investment shall
      be
      delivered directly to the Trustee or its agent, together with any document
      of
      transfer necessary to transfer title to such investment to the Trustee or its
      nominee. In the event amounts on deposit in an Investment Account are at any
      time invested in a Permitted Investment payable on demand, the Trustee
      shall:

     

    (x) consistent
      with any notice required to be given thereunder, demand that payment thereon
      be
      made on the last day such Permitted Investment may otherwise mature hereunder
      in
      an amount equal to the lesser of (1) all amounts then payable thereunder and
      (2)
      the amount required to be withdrawn on such date; and

     

    (y) demand
      payment of all amounts due thereunder promptly upon determination by a
      Responsible Officer of the Trustee that such Permitted Investment would not
      constitute a Permitted Investment in respect of funds thereafter on deposit
      in
      the Investment Account.

     

    (b) All
      income and gain realized from the investment of funds deposited in the
      Collection Account and any REO Account held by or on behalf of the Servicer
      shall be for the benefit of the Servicer and shall be subject to its withdrawal
      in accordance with Section 3.11, Section 3.29 or Section 3.23, as applicable.
      The Servicer shall deposit in the Collection Account or any REO Account, as
      applicable, from its own funds, the amount of any loss of principal incurred
      in
      respect of any such Permitted Investment made with funds in such Account
      immediately upon realization of such loss.

     

    (c) All
      income and gain realized from the investment of funds deposited in the
      Distribution Account shall be for the benefit of the Trustee. The Trustee shall
      deposit in the Distribution Account, from its own funds, the amount of any
      loss
      of principal incurred in respect of any such Permitted Investment made with
      funds in such Account immediately upon realization of such loss. Notwithstanding
      the foregoing, the Trustee may at its discretion, and without liability, hold
      the funds in the Distribution Account uninvested.

     

    (d) Except
      as
      otherwise expressly provided in this Agreement, if any default occurs in the
      making of a payment due under any Permitted Investment, or if a default occurs
      in any other performance required under any Permitted Investment, the Trustee
      may and, subject to Section 8.01 and Section 8.02(a)(v), upon the request of
      the
      NIMS Insurer or the Holders of Certificates representing more than 50% of the
      Voting Rights allocated to any Class of Certificates, shall take such action
      as
      may be appropriate to enforce such payment or performance, including the
      institution and prosecution of appropriate proceedings.

     

    (e) The
      Trustee or its Affiliates are permitted to receive additional compensation
      that
      could be deemed to be in the Trustee’s economic self-interest for (i) serving as
      investment adviser, administrator, shareholder servicing agent, custodian or
      sub-custodian with respect to certain of the Permitted Investments, (ii) using
      Affiliates to effect transactions in certain Permitted Investments and (iii)
      effecting transactions in certain Permitted Investments. Such compensation
      shall
      not be considered an amount that is reimbursable or payable to the Trustee
      pursuant to Section 3.11 or 3.12 or otherwise payable in respect of
      extraordinary Trust Fund expenses.

     

    SECTION
      3.13 [Reserved].

     

    SECTION
      3.14 Maintenance
      of Hazard Insurance and Errors and Omissions and Fidelity Coverage.

     

    (a) The
      Servicer shall cause to be maintained for each Mortgage Loan hazard insurance
      with extended coverage on the Mortgaged Property in an amount which is at least
      equal to the lesser of (i) the current Principal Balance of such Mortgage Loan
      and (ii) the amount necessary to fully compensate for any damage or loss to
      the
      improvements that are a part of such property on a replacement cost basis,
      in
      each case in an amount not less than such amount as is necessary to avoid the
      application of any coinsurance clause contained in the related hazard insurance
      policy. The Servicer shall also cause to be maintained hazard insurance with
      extended coverage on each REO Property in an amount which is at least equal
      to
      the lesser of (i) the maximum insurable value of the improvements which are
      a
      part of such property and (ii) the outstanding Principal Balance of the related
      Mortgage Loan at the time it became an REO Property. The Servicer will comply
      in
      the performance of this Agreement with all reasonable rules and requirements
      of
      each insurer under any such hazard policies. Any amounts to be collected by
      the
      Servicer under any such policies (other than amounts to be applied to the
      restoration or repair of the property subject to the related Mortgage or amounts
      to be released to the Mortgagor in accordance with the procedures that the
      Servicer would follow in servicing loans held for its own account, subject
      to
      the terms and conditions of the related Mortgage and Mortgage Note) shall be
      deposited in the Collection Account, subject to withdrawal pursuant to Section
      3.11, if received in respect of a Mortgage Loan, or in the REO Account, subject
      to withdrawal pursuant to Section 3.23, if received in respect of an REO
      Property. Any cost incurred by the Servicer in maintaining any such insurance
      shall not, for the purpose of calculating distributions to Certificateholders,
      be added to the unpaid Principal Balance of the related Mortgage Loan,
      notwithstanding that the terms of such Mortgage Loan so permit. It is understood
      and agreed that no earthquake or other additional insurance is to be required
      of
      any Mortgagor other than pursuant to such applicable laws and regulations as
      shall at any time be in force and as shall require such additional insurance.
      If
      the Mortgaged Property or REO Property is at any time in an area identified
      in
      the Federal Register by the Federal Emergency Management Agency as having
      special flood hazards and flood insurance has been made available, the Servicer
      will cause to be maintained a flood insurance policy in respect thereof. Such
      flood insurance shall be in an amount equal to the lesser of (i) the unpaid
      Principal Balance of the related Mortgage Loan and (ii) the maximum amount
      of
      such insurance available for the related Mortgaged Property under the national
      flood insurance program (assuming that the area in which such Mortgaged Property
      is located is participating in such program).

     

    In
      the
      event that the Servicer shall obtain and maintain a blanket policy insuring
      against hazard losses on all of the Mortgage Loans, it shall conclusively be
      deemed to have satisfied its obligations as set forth in the first two sentences
      of this Section 3.14, it being understood and agreed that such policy may
      contain a deductible clause on terms substantially equivalent to those
      commercially available and maintained by competent servicers, in which case
      the
      Servicer shall, in the event that there shall not have been maintained on the
      related Mortgaged Property or REO Property a policy complying with the first
      two
      sentences of this Section 3.14, and there shall have been one or more losses
      which would have been covered by such policy, deposit to the Collection Account
      from its own funds the amount not otherwise payable under the blanket policy
      because of such deductible clause. In connection with its activities as servicer
      of the Mortgage Loans, the Servicer agrees to prepare and present, on behalf
      of
      itself, the Depositor, the Trustee and Certificateholders, claims under any
      such
      blanket policy in a timely fashion in accordance with the terms of such
      policy.

     

    (b) The
      Servicer shall keep in force during the term of this Agreement a policy or
      policies of insurance covering errors and omissions for failure in the
      performance of the Servicer’s obligations under this Agreement. Such policy or
      policies shall be in such form and amount that would meet the requirements
      of
      Fannie Mae or Freddie Mac if it were the purchaser of the Mortgage Loans, unless
      the Servicer has obtained a waiver of such requirements from Fannie Mae or
      Freddie Mac. The Servicer shall provide the Trustee and the NIMS Insurer, upon
      request, with copies of such insurance policies and fidelity bond. The Servicer
      shall also maintain a fidelity bond in the form and amount that would meet
      the
      requirements of Fannie Mae or Freddie Mac, unless the Servicer has obtained
      a
      waiver of such requirements from Fannie Mae or Freddie Mac. The Servicer shall
      be deemed to have complied with this provision if an Affiliate of the Servicer
      has such errors and omissions and fidelity bond coverage and, by the terms
      of
      such insurance policy or fidelity bond, the coverage afforded thereunder extends
      to the Servicer. Any such errors and omissions policy and fidelity bond shall
      by
      its terms not be cancelable without thirty days’ prior written notice to the
      Trustee and the NIMS Insurer. The Servicer shall also cause each Sub-Servicer
      to
      maintain a policy of insurance covering errors and omissions and a fidelity
      bond
      which would meet such requirements.

     

    SECTION
      3.15 Enforcement
      of Due-On-Sale Clauses; Assumption Agreements.

     

    The
      Servicer will, to the extent it has knowledge of any conveyance or prospective
      conveyance of any Mortgaged Property by any Mortgagor (whether by absolute
      conveyance or by contract of sale, and whether or not the Mortgagor remains
      or
      is to remain liable under the Mortgage Note and/or the Mortgage), exercise
      its
      rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale”
clause, if any, applicable thereto; provided, however, that the Servicer shall
      not be required to take such action if in its sole business judgment the
      Servicer believes it is not in the best interests of the Trust Fund and shall
      not exercise any such rights if prohibited by law from doing so. If the Servicer
      reasonably believes it is unable under applicable law to enforce such
“due-on-sale” clause, or if any of the other conditions set forth in the proviso
      to the preceding sentence apply, the Servicer will enter into an assumption
      and
      modification agreement from or with the person to whom such property has been
      conveyed or is proposed to be conveyed, pursuant to which such person becomes
      liable under the Mortgage Note and, to the extent permitted by applicable state
      law, the Mortgagor remains liable thereon. The Servicer is also authorized,
      to
      the extent permitted under the related Mortgage Note, to enter into a
      substitution of liability agreement with such person, pursuant to which the
      original Mortgagor is released from liability and such person is substituted
      as
      the Mortgagor and becomes liable under the Mortgage Note, provided that no
      such
      substitution shall be effective unless such person satisfies the current
      underwriting criteria of the Servicer for a mortgage loan similar to the related
      Mortgage Loan. In connection with any assumption, modification or substitution,
      the Servicer or agent of the Servicer shall apply such underwriting standards
      and follow such practices and procedures as shall be normal and usual in its
      general mortgage servicing activities and as it applies to other mortgage loans
      owned solely by it. The Servicer shall not take or enter into any assumption
      and
      modification agreement, however, unless (to the extent practicable in the
      circumstances) it shall have received confirmation, in writing, of the continued
      effectiveness of any applicable hazard insurance policy. Any fee collected
      by
      the Servicer in respect of an assumption, modification or substitution of
      liability agreement shall be retained by the Servicer as additional servicing
      compensation. In connection with any such assumption, no material term of the
      Mortgage Note (including but not limited to the related Mortgage Rate and the
      amount of the Monthly Payment) may be amended or modified, except as otherwise
      required pursuant to the terms thereof. The Servicer shall notify the Trustee
      that any such substitution, modification or assumption agreement has been
      completed by forwarding to the Trustee the executed original of such
      substitution, modification or assumption agreement, which document shall be
      added to the related Mortgage File and shall, for all purposes, be considered
      a
      part of such Mortgage File to the same extent as all other documents and
      instruments constituting a part thereof.

     

    Notwithstanding
      the foregoing paragraph or any other provision of this Agreement, the Servicer
      shall not be deemed to be in default, breach or any other violation of its
      obligations hereunder by reason of any assumption of a Mortgage Loan by
      operation of law or by the terms of the Mortgage Note or any assumption which
      the Servicer may be restricted by law from preventing, for any reason
      whatsoever. For purposes of this Section 3.15, the term “assumption” is deemed
      to also include a sale (of the Mortgaged Property) subject to the Mortgage
      that
      is not accompanied by an assumption or substitution of liability
      agreement.

     

    SECTION
      3.16 Realization
      Upon Defaulted Mortgage Loans.

     

    (a) The
      Servicer shall use its reasonable efforts, consistent with the Servicing
      Standard, to foreclose upon or otherwise comparably convert the ownership of
      properties securing such of the Mortgage Loans as come into and continue in
      default and as to which no satisfactory arrangements can be made for collection
      of delinquent payments pursuant to Section 3.07. Title to any such property
      shall be taken in the name of the Trustee or its nominee, on behalf of the
      Certificateholders, subject to applicable law. The Servicer shall be responsible
      for all costs and expenses incurred by it in any such proceedings; provided,
      however, that such costs and expenses will be recoverable as Servicing Advances
      by the Servicer as contemplated in Section 3.11(a) and Section 3.23. The
      foregoing is subject to the provision that, in any case in which a Mortgaged
      Property shall have suffered damage from an Uninsured Cause, the Servicer shall
      not be required to expend its own funds toward the restoration of such property
      unless it shall determine in its discretion that such restoration will increase
      the proceeds of liquidation of the related Mortgage Loan after reimbursement
      to
      itself for such expenses.

     

    (b) Notwithstanding
      the foregoing provisions of this Section 3.16 or any other provision of this
      Agreement, with respect to any Mortgage Loan as to which the Servicer has
      received actual notice of, or has actual knowledge of, the presence of any
      toxic
      or hazardous substance on the related Mortgaged Property, the Servicer shall
      not, on behalf of the Trustee, either (i) obtain title to such Mortgaged
      Property as a result of or in lieu of foreclosure or otherwise, or (ii)
      otherwise acquire possession of, or take any other action with respect to,
      such
      Mortgaged Property, if, as a result of any such action, the Trustee, the Trust
      Fund or the Certificateholders would be considered to hold title to, to be
      a
“mortgagee-in-possession” of, or to be an “owner” or “operator” of such
      Mortgaged Property within the meaning of the Comprehensive Environmental
      Response, Compensation and Liability Act of 1980, as amended from time to time,
      or any comparable law, unless the Servicer has also previously determined,
      based
      on its reasonable judgment and a report prepared by a Person who regularly
      conducts environmental audits using customary industry standards,
      that:

     

    (A) such
      Mortgaged Property is in compliance with applicable environmental laws or,
      if
      not, that it would be in the best economic interest of the Trust Fund to take
      such actions as are necessary to bring the Mortgaged Property into compliance
      therewith; and

     

    (B) there
      are
      no circumstances present at such Mortgaged Property relating to the use,
      management or disposal of any hazardous substances, hazardous materials,
      hazardous wastes, or petroleum-based materials for which investigation, testing,
      monitoring, containment, clean-up or remediation could be required under any
      federal, state or local law or regulation, or that if any such materials are
      present for which such action could be required, that it would be in the best
      economic interest of the Trust Fund to take such actions with respect to the
      affected Mortgaged Property.

     

    Notwithstanding
      the foregoing, if such environmental audit reveals, or if the Servicer has
      actual knowledge or notice, that such Mortgaged Property contains such wastes
      or
      substances, the Servicer shall not foreclose or accept a deed in lieu of
      foreclosure without the prior written consent of the NIMS Insurer.

     

    The
      cost
      of the environmental audit report contemplated by this Section 3.16 shall be
      advanced by the Servicer, subject to the Servicer’s right to be reimbursed
      therefor from the Collection Account as provided in Section 3.11(a)(vii), such
      right of reimbursement being prior to the rights of Certificateholders to
      receive any amount in the Collection Account received in respect of the affected
      Mortgage Loan or other Mortgage Loans.

     

    If
      the
      Servicer determines, as described above, that it is in the best economic
      interest of the Trust Fund to take such actions as are necessary to bring any
      such Mortgaged Property into compliance with applicable environmental laws,
      or
      to take such action with respect to the containment, clean-up or remediation
      of
      hazardous substances, hazardous materials, hazardous wastes or petroleum-based
      materials affecting any such Mortgaged Property, then the Servicer shall take
      such action as it deems to be in the best economic interest of the Trust Fund;
      provided that any amounts disbursed by the Servicer pursuant to this Section
      3.16(b) shall constitute Servicing Advances, subject to Section 4.04(d). The
      cost of any such compliance, containment, clean-up or remediation shall be
      advanced by the Servicer, subject to the Servicer’s right to be reimbursed
      therefor from the Collection Account as provided in Section 3.11(a)(vii), such
      right of reimbursement being prior to the rights of Certificateholders to
      receive any amount in the Collection Account received in respect of the affected
      Mortgage Loan or other Mortgage Loans.

     

    (c) The
      Servicer may, at its option, purchase a Mortgage Loan which has become 90 or
      more days delinquent or for which the Servicer has accepted a deed in lieu
      of
      foreclosure. Prior to purchase pursuant to this Section 3.16(c), the Servicer
      shall be required to continue to make Advances pursuant to Section 4.04. The
      Servicer shall not use any procedure in selecting Mortgage Loans to be
      repurchased which is materially adverse to the interests of the
      Certificateholders. The Servicer shall purchase such delinquent Mortgage Loan
      at
      a price equal to the Purchase Price of such Mortgage Loan. Any such purchase
      of
      a Mortgage Loan pursuant to this Section 3.16(c) shall be accomplished by
      deposit in the Collection Account of the amount of the Purchase Price. Upon
      the
      satisfaction of the requirements set forth in Section 3.17(a), the Trustee
      shall
      immediately deliver the Mortgage File and any related documentation to the
      Servicer and will execute such documents provided to it as are necessary to
      convey the Mortgage Loan to the Servicer.

     

    (d) Proceeds
      received in connection with any Final Recovery Determination, as well as any
      recovery resulting from a partial collection of Insurance Proceeds, Liquidation
      Proceeds or condemnation proceeds, in respect of any Mortgage Loan, will be
      applied in the following order of priority: first, to unpaid Servicing Fees;
      second, to reimburse the Servicer or any Sub-Servicer for any related
      unreimbursed Servicing Advances pursuant to Section 3.11(a)(iii) and Advances
      pursuant to Section 3.11(a)(ii); third, to accrued and unpaid interest on the
      Mortgage Loan, to the date of the Final Recovery Determination, or to the Due
      Date prior to the Distribution Date on which such amounts are to be distributed
      if not in connection with a Final Recovery Determination; and fourth, as a
      recovery of principal of the Mortgage Loan. The portion of the recovery so
      allocated to unpaid Servicing Fees shall be reimbursed to the Servicer or any
      Sub-Servicer pursuant to Section 3.11(a)(iii).

     

    SECTION
      3.17 Trustee
      to Cooperate; Release of Mortgage Files.

     

    (a) Upon
      the
      payment in full of any Mortgage Loan, or the receipt by the Servicer of a
      notification that payment in full shall be escrowed in a manner customary for
      such purposes, the Servicer shall deliver to the Custodian,
      in
      written (with two executed copies) or electronic format, a Request for Release
      in the form of Exhibit E hereto (which certification shall include a statement
      to the effect that all amounts received or to be received in connection with
      such payment which are required to be deposited in the Collection Account
      pursuant to Section 3.10 have been or will be so deposited) signed by a
      Servicing Officer (or in a mutually agreeable electronic format that will,
      in
      lieu of a signature on its face, originate from a Servicing Officer) and shall
      request delivery to it or its designee of the Mortgage File. Upon receipt of
      such certification and request, the Custodian, pursuant to the Custodial
      Agreement, shall release the related Mortgage File to the Servicer or its
      designee (which, shall be sent by overnight mail at the Servicer’s expense) and
      the Servicer is authorized to cause the removal from the registration on the
      MERS® System of any such Mortgage Loan, if applicable. Except as otherwise
      provided herein, no expenses incurred in connection with any instrument of
      satisfaction or deed of reconveyance shall be chargeable to the Collection
      Account or the Distribution Account.

     

    (b) From
      time
      to time and as appropriate for the servicing or foreclosure of any Mortgage
      Loan, including, for this purpose, collection under any insurance policy
      relating to the Mortgage Loans, the Custodian, pursuant to the Custodial
      Agreement, shall, upon any request made by or on behalf of the Servicer and
      delivery to the Custodian of two executed copies of a written Request for
      Release in the form of Exhibit E hereto signed by a Servicing Officer (or in
      a
      mutually agreeable electronic format that will, in lieu of a signature on its
      face, originate from a Servicing Officer), release the related Mortgage File
      to
      the Servicer or its designee within three Business Days, which, shall be sent
      by
      overnight mail, at the expense of the Servicer or the related Mortgagor, and
      the
      Trustee (or the Custodian on behalf of the Trustee) shall, at the written
      direction of the Servicer, execute such documents provided to it by the Servicer
      as shall be necessary to the prosecution of any such proceedings. Such Request
      for Release shall obligate the Servicer to return each and every document
      previously requested from the Mortgage File to the Trustee (or the Custodian
      on
      behalf of the Trustee) when the need therefor by the Servicer no longer exists,
      unless the Mortgage Loan has been liquidated and the Liquidation Proceeds
      relating to the Mortgage Loan have been deposited in the Collection Account
      or
      the Mortgage File or such document has been delivered to an attorney, or to
      a
      public trustee or other public official as required by law, for purposes of
      initiating or pursuing legal action or other proceedings for the foreclosure
      of
      the Mortgaged Property either judicially or non-judicially, and the Servicer
      has
      delivered, or caused to be delivered, to the Custodian an additional Request
      for
      Release certifying as to such liquidation or action or proceedings. Upon the
      request of the Trustee (or the Custodian on behalf of the Trustee), the Servicer
      shall provide notice to the Trustee (or the Custodian on behalf of the Trustee)
      of the name and address of the Person to which such Mortgage File or such
      document was delivered and the purpose or purposes of such delivery. Upon
      receipt of a Request for Release, in written (with two executed copies) or
      electronic format (or in a mutually agreeable electronic format that will,
      in
      lieu of a signature on its face, originate from a Servicing Officer), from
      a
      Servicing Officer stating that such Mortgage Loan was liquidated and that all
      amounts received or to be received in connection with such liquidation that
      are
      required to be deposited into the Collection Account have been so deposited,
      or
      that such Mortgage Loan has become an REO Property, such Mortgage Loan shall
      be
      released by the Trustee (or the Custodian on behalf of the Trustee) to the
      Servicer or its designee within three Business Days.

     

    (c) Upon
      written certification of a Servicing Officer, the Trustee (or the Custodian
      on
      behalf of the Trustee) shall execute and deliver to the Servicer or the
      Sub-Servicer, as the case may be, copies of any court pleadings, requests for
      trustee’s sale or other documents necessary to the foreclosure or trustee’s sale
      in respect of a Mortgaged Property or to any legal action brought to obtain
      judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain
      a
      deficiency judgment, or to enforce any other remedies or rights provided by
      the
      Mortgage Note or Mortgage or otherwise available at law or in equity. Each
      such
      certification shall include a request that such pleadings or documents be
      executed by the Trustee (or the Custodian on behalf of the Trustee) and a
      statement as to the reason such documents or pleadings are required and that
      the
      execution and delivery thereof by the Trustee (or the Custodian on behalf of
      the
      Trustee) will not invalidate or otherwise affect the lien of the Mortgage,
      except for the termination of such a lien upon completion of the foreclosure
      or
      trustee’s sale.

     

    SECTION
      3.18 Servicing
      Compensation.

     

    As
      compensation for its activities hereunder, the Servicer shall be entitled to
      the
      Servicing Fee with respect to each Mortgage Loan payable solely from payments
      of
      interest in respect of such Mortgage Loan, subject to Section 3.24. In addition,
      the Servicer shall be entitled to recover unpaid Servicing Fees out of Insurance
      Proceeds, Liquidation Proceeds or condemnation proceeds to the extent permitted
      by Section 3.11(a)(iii) and out of amounts derived from the operation and sale
      of an REO Property to the extent permitted by Section 3.23. Except as provided
      in Section 3.29, the right to receive the Servicing Fee may not be transferred
      in whole or in part except in connection with the transfer of all of the
      Servicer’s responsibilities and obligations under this Agreement; provided,
      however, that the Servicer may pay from the Servicing Fee any amounts due to
      a
      Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section
      3.02.

     

    Additional
      servicing compensation in the form of assumption fees, late payment charges,
      insufficient funds charges, ancillary income or otherwise (other than Prepayment
      Charges) shall be retained by the Servicer only to the extent such fees or
      charges are received by the Servicer. The Servicer shall also be entitled
      pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account and
      pursuant to Section 3.23(b) to withdraw from any REO Account, as additional
      servicing compensation, interest or other income earned on deposits therein,
      subject to Section 3.12 and Section 3.24. The Servicer shall be required to
      pay
      all expenses incurred by it in connection with its servicing activities
      hereunder (including premiums for the insurance required by Section 3.14, to
      the
      extent such premiums are not paid by the related Mortgagors or by a
      Sub-Servicer, and servicing compensation of each Sub-Servicer) and shall not
      be
      entitled to reimbursement therefor except as specifically provided
      herein.

     

    The
      Servicer shall be entitled to any Prepayment Interest Excess, which it may
      withdraw from the Collection Account pursuant to Section
      3.11(a)(ix).

     

    SECTION
      3.19 Reports
      to the Trustee; Collection Account Statements.

     

    Not
      later
      than thirty days after each Distribution Date, the Servicer shall forward,
      upon
      request, to the NIMS Insurer and, upon request, to the Trustee and the Depositor
      the most current available bank statement for the Collection Account. Copies
      of
      such statement shall be provided by the Trustee to any Certificateholder and
      to
      any Person identified to the Trustee as a prospective transferee of a
      Certificate, upon request at the expense of the requesting party, provided
      such
      statement is delivered by the Servicer to the Trustee.

     

    SECTION
      3.20 Statement
      as to Compliance.

     

    On
      or
      before March 1 of each calendar year, commencing in 2007, the Servicer shall
      deliver to the Trustee and the Depositor a statement of compliance (an “Annual
      Statement of Compliance”) addressed to the Trustee and the Depositor, to the
      effect that (i) a review of the Servicer’s activities during the immediately
      preceding calendar year (or applicable portion thereof) and of its performance
      under this Agreement during such period has been made under such officer’s
      supervision, and (ii) to the best of such officers’ knowledge, based on such
      review, the Servicer has fulfilled all of its obligations under this Agreement
      in all material respects throughout such calendar year (or applicable portion
      thereof) or, if there has been a failure to fulfill any such obligation in
      any
      material respect, specifically identifying each such failure known to such
      officer and the nature and the status thereof.

     

    The
      Servicer shall deliver a similar Annual Statement of Compliance by any
      Sub-Servicer to which the Servicer has delegated any servicing responsibilities
      with respect to the Mortgage Loans, to the Trustee as described above as and
      when required with respect to the Servicer. 

     

    If
      the
      Servicer cannot deliver the related Annual Statement of Compliance by March
      1st
      of such
      year, the Depositor, may permit a cure period for the Servicer to deliver such
      Annual Statement of Compliance, but in no event later than March 20th
      of such
      year.

     

    Failure
      of the Servicer to timely comply with this Section 3.20 (taking into account
      the
      cure period if permitted as set forth in the preceding paragraph) shall be
      deemed an Event of Default, and the Trustee may, in addition to whatever rights
      the Trustee may have under this Agreement and at law or equity or to damages,
      including injunctive relief and specific performance give notice to Noteholders
      that they have ten Business Days to object. If no such objection is received,
      the Trustee shall immediately terminate all the rights and obligations of the
      Servicer under this Agreement and in and to the Mortgage Loans and the proceeds
      thereof without compensating the Servicer for the same (other than as provided
      herein with respect to unreimbursed Advances or Servicing Advances or accrued
      and unpaid Servicing Fees). This paragraph shall supercede any other provision
      in this Agreement or any other agreement to the contrary. 

     

    The
      Servicer shall indemnify and hold harmless the Depositor and the Trustee and
      their respective officers, directors and Affiliates from and against any actual
      losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
      fees and related costs, judgments and other costs and expenses that such Person
      may sustain based upon a breach of the Servicer's obligations under this Section
      3.20.

     

    SECTION
      3.21 Assessments
      of Compliance and Attestation Reports.

     

    Pursuant
      to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
      AB,
      the Servicer shall deliver to the Trustee on or before March 1st
      of each
      calendar year beginning in 2007, a report regarding the Servicer’s assessment of
      compliance (an “Assessment of Compliance”) with the applicable Servicing
      Criteria (as set forth in Exhibit S) during the preceding calendar year. The
      Assessment of Compliance must contain the following:

     

    (a) A
      statement by such officer of its responsibility for assessing compliance with
      the Servicing Criteria applicable to the Servicer;

     

    (b) A
      statement by such officer that such officer used the Servicing Criteria, and
      which will also be attached to the Assessment of Compliance, to assess
      compliance with the Servicing Criteria applicable to the Servicer;

     

    (c) An
      assessment by such officer of the Servicer’s compliance with the applicable
      Servicing Criteria for the period consisting of the preceding calendar year,
      including disclosure of any material instance of noncompliance with respect
      thereto during such period, which assessment shall be based on the activities
      it
      performs with respect to asset-backed securities transactions taken as a whole
      involving the Servicer, that are backed by the same asset type as the Mortgage
      Loans;

     

    (d) A
      statement that a registered public accounting firm has issued an attestation
      report on the Servicer’s Assessment of Compliance for the period consisting of
      the preceding calendar year; and

     

    (e) A
      statement as to which of the Servicing Criteria, if any, are not applicable
      to
      the Servicer, which statement shall be based on the activities it performs
      with
      respect to asset-backed securities transactions taken as a whole involving
      the
      Servicer, that are backed by the same asset type as the Mortgage
      Loans.

     

    Such
      report at a minimum shall address each of the Servicing Criteria specified
      on
      Exhibit S hereto which are indicated as applicable to the Servicer.

     

    On
      or
      before March 1st
      of each
      calendar year beginning in 2007, the Servicer shall furnish to the Trustee
      a
      report of a registered public accounting firm reasonably acceptable to the
      Trustee and the Depositor (an “Attestation Report”). Such Attestation Report
      shall be in accordance with Rules 1 02(a)(3) and 2-02(g) of Regulation S-X
      under
      the Securities Act and the Exchange Act. 

     

    The
      Servicer shall cause and any Sub-Servicer, and each subcontractor determined
      by
      the Servicer to be “participating in the servicing function” within the meaning
      of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor
      an
      Assessment of Compliance and Attestation Report as and when provided
      above.

     

    Such
      Assessment of Compliance, as to any Sub-Servicer, shall address each of the
      Servicing Criteria applicable to the Sub-Servicer. Notwithstanding the
      foregoing, as to any subcontractor determined by the Servicer to be
“participating in the servicing function,” an Assessment of Compliance is not
      required to be delivered unless it is required as part of a Form 10-K with
      respect to the Trust Fund.

     

    If
      the
      Servicer cannot deliver any Assessment of Compliance or Attestation Report
      by
      March 1st
      of such
      year, the Depositor, may permit a cure period for the Servicer to deliver such
      Assessment of Compliance or Attestation Report, but in no event later than
      March
      25th
      of such
      year.

     

    Failure
      of the Servicer to timely comply with this Section 3.21 (taking into account
      the
      cure period if permitted as set forth in the preceding paragraph) shall be
      deemed an Event of Default, and the Trustee may, in addition to whatever rights
      the Trustee may have under this Agreement and at law or equity or to damages,
      including injunctive relief and specific performance, give notice to Noteholders
      that they have ten Business Days to object. If no such objection is received,
      the Indenture Trustee shall immediately terminate all the rights and obligations
      of the Servicer under this Agreement and in and to the Mortgage Loans and the
      proceeds thereof without compensating the Servicer for the same (other than
      as
      provided herein with respect to unreimbursed Advances or Servicing Advances
      or
      accrued and unpaid Servicing Fees). This paragraph shall supercede any other
      provision in this Agreement or any other agreement to the contrary.

     

    The
      Trustee shall also provide an Assessment of Compliance (with respect to items
      (a) - (d) but not (e) above) and Attestation Report, as and when provided above,
      which shall at a minimum address each of the Servicing Criteria specified on
      Exhibit S hereto which are indicated as applicable to the “trustee”.
      Notwithstanding the foregoing, as to any trustee, an Assessment of Compliance
      is
      not required to be delivered unless it is required as part of a Form 10-K with
      respect to the Trust Fund.

     

    Each
      of
      the Servicer and the Trustee shall indemnify and hold harmless the Depositor
      and
      the Trustee, as applicable and its officers, directors and Affiliates from
      and
      against any actual losses, damages, penalties, fines, forfeitures, reasonable
      and necessary legal fees and related costs, judgments and other costs and
      expenses that such Person may sustain based upon a breach of the Servicer’s or
      the Trustee’s obligations, as applicable, under this Section 3.21.

     

    SECTION
      3.22 Access
      to
      Certain Documentation; Filing of Reports by Trustee.

     

    (a) The
      Servicer shall provide to the Office of Thrift Supervision, the FDIC, and any
      other federal or state banking or insurance regulatory authority that may
      exercise authority over any Certificateholder, access to the documentation
      regarding the Mortgage Loans required by applicable laws and regulations. Such
      access shall be afforded without charge, but only upon reasonable request and
      during normal business hours at the offices of the Servicer designated by it.
      In
      addition, access to the documentation regarding the Mortgage Loans will be
      provided to the Trustee, the NIMS Insurer and to any Person identified to the
      Servicer as a prospective transferee of a Certificate, upon reasonable request
      during normal business hours at the offices of the Servicer designated by it,
      at
      the expense of the Person requesting such access.

     

    SECTION
      3.23 Title,
      Management and Disposition of REO Property.

     

    (a) The
      deed
      or certificate of sale of any REO Property shall, subject to applicable laws,
      be
      taken in the name of the Trustee, or its nominee, in trust for the benefit
      of
      the Certificateholders. The Servicer, on behalf of REMIC 1, shall sell any
      REO
      Property as soon as practicable and in any event no later than the end of the
      third full taxable year after the taxable year in which such REMIC acquires
      ownership of such REO Property for purposes of Section 860G(a)(8) of the Code
      or
      request from the Internal Revenue Service, no later than 60 days before the
      day
      on which the three-year grace period would otherwise expire, an extension of
      such three-year period, unless the Servicer shall have delivered to the Trustee
      and the NIMS Insurer an Opinion of Counsel acceptable to the NIMS Insurer and
      addressed to the Trustee, the NIMS Insurer and the Depositor, to the effect
      that
      the holding by the REMIC of such REO Property subsequent to three years after
      its acquisition will not result in the imposition on the REMIC of taxes on
      “prohibited transactions” thereof, as defined in Section 860F of the Code, or
      cause any of the REMICs created hereunder to fail to qualify as a REMIC under
      Federal law at any time that any Certificates are outstanding. The Servicer
      shall manage, conserve, protect and operate each REO Property for the
      Certificateholders solely for the purpose of its prompt disposition and sale
      in
      a manner which does not cause such REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code or
      result in the receipt by any of the REMICs created hereunder of any “income from
      non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code,
      or any “net income from foreclosure property” which is subject to taxation under
      the REMIC Provisions.

     

    (b) The
      Servicer shall separately account for all funds collected and received in
      connection with the operation of any REO Property and shall establish and
      maintain, or cause to be established and maintained, with respect to REO
      Properties an account held in trust for the Trustee for the benefit of the
      Certificateholders (the “REO Account”), which shall be an Eligible Account. The
      Servicer shall be permitted to allow the Collection Account to serve as the
      REO
      Account, subject to separate ledgers for each REO Property. The Servicer shall
      be entitled to retain or withdraw any interest income paid on funds deposited
      in
      the REO Account.

     

    (c) The
      Servicer shall have full power and authority, subject only to the specific
      requirements and prohibitions of this Agreement, to do any and all things in
      connection with any REO Property as are consistent with the manner in which
      the
      Servicer manages and operates similar property owned by the Servicer or any
      of
      its Affiliates, all on such terms and for such period (subject to the
      requirement of prompt disposition set forth in Section 3.23(a)) as the Servicer
      deems to be in the best interests of Certificateholders. In connection
      therewith, the Servicer shall deposit, or cause to be deposited in the REO
      Account, in no event more than two Business Days after the Servicer’s receipt
      thereof, all revenues received by it with respect to an REO Property and shall
      withdraw therefrom funds necessary for the proper operation, management and
      maintenance of such REO Property including, without limitation:

     

    (i) all
      insurance premiums due and payable in respect of such REO Property;

     

    (ii) all
      real
      estate taxes and assessments in respect of such REO Property that may result
      in
      the imposition of a lien thereon; and

     

    (iii) all
      costs
      and expenses necessary to maintain, operate and dispose of such REO
      Property.

     

    To
      the
      extent that amounts on deposit in the REO Account with respect to an REO
      Property are insufficient for the purposes set forth in clauses (i) through
      (iii) above with respect to such REO Property, the Servicer shall advance from
      its own funds such amount as is necessary for such purposes if, but only if,
      the
      Servicer would make such advances if the Servicer owned the REO Property and
      if
      in the Servicer’s judgment, the payment of such amounts will be recoverable from
      the rental or sale of the REO Property.

     

    Notwithstanding
      the foregoing, neither the Servicer nor the Trustee shall:

     

    (A) authorize
      the Trust Fund to enter into, renew or extend any New Lease with respect to
      any
      REO Property, if the New Lease by its terms will give rise to any income that
      does not constitute Rents from Real Property;

     

    (B) authorize
      any amount to be received or accrued under any New Lease other than amounts
      that
      will constitute Rents from Real Property;

     

    (C) authorize
      any construction on any REO Property, other than the completion of a building
      or
      other improvement thereon, and then only if more than ten percent of the
      construction of such building or other improvement was completed before default
      on the related Mortgage Loan became imminent, all within the meaning of Section
      856(e)(4)(B) of the Code; or

     

    (D) authorize
      any Person to Directly Operate any REO Property on any date more than 90 days
      after its date of acquisition by the Trust Fund;

     

    unless,
      in any such case, the Servicer has obtained an Opinion of Counsel, provided
      to
      the Trustee and the NIMS Insurer, to the effect that such action will not cause
      such REO Property to fail to qualify as “foreclosure property” within the
      meaning of Section 860G(a)(8) of the Code at any time that it is held by the
      REMIC, in which case the Servicer may take such actions as are specified in
      such
      Opinion of Counsel.

     

    The
      Servicer may contract with any Independent Contractor for the operation and
      management of any REO Property, provided that:

     

    (E) the
      terms
      and conditions of any such contract shall not be inconsistent
      herewith;

     

    (F) any
      such
      contract shall require, or shall be administered to require, that the
      Independent Contractor pay all costs and expenses incurred in connection with
      the operation and management of such REO Property, including those listed above
      and remit all related revenues (net of such costs and expenses) to the Servicer
      as soon as practicable, but in no event later than thirty days following the
      receipt thereof by such Independent Contractor;

     

    (G) none
      of
      the provisions of this Section 3.23(c) relating to any such contract or to
      actions taken through any such Independent Contractor shall be deemed to relieve
      the Servicer of any of its duties and obligations to the Trustee on behalf
      of
      the Certificateholders with respect to the operation and management of any
      such
      REO Property; and

     

    (H) the
      Servicer shall be obligated with respect thereto to the same extent as if it
      alone were performing all duties and obligations in connection with the
      operation and management of such REO Property.

     

    The
      Servicer shall be entitled to enter into any agreement with any Independent
      Contractor performing services for it related to its duties and obligations
      hereunder for indemnification of the Servicer by such Independent Contractor,
      and nothing in this Agreement shall be deemed to limit or modify such
      indemnification. The Servicer shall be solely liable for all fees owed by it
      to
      any such Independent Contractor, irrespective of whether the Servicer’s
      compensation pursuant to Section 3.18 is sufficient to pay such fees; provided,
      however, that to the extent that any payments made by such Independent
      Contractor would constitute Servicing Advances if made by the Servicer, such
      amounts shall be reimbursable as Servicing Advances made by the
      Servicer.

     

    (d) In
      addition to the withdrawals permitted under Section 3.23(c), the Servicer may
      from time to time make withdrawals from the REO Account for any REO Property:
      (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect of the
      related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for
      unreimbursed Servicing Advances and Advances made in respect of such REO
      Property or the related Mortgage Loan. On the Servicer Remittance Date, the
      Servicer shall withdraw from each REO Account maintained by it and deposit
      into
      the Distribution Account in accordance with Section 3.10(d)(ii), for
      distribution on the related Distribution Date in accordance with Section 4.01,
      the income from the related REO Property received during the prior calendar
      month, net of any withdrawals made pursuant to Section 3.23(c) or this Section
      3.23(d).

     

    (e) Subject
      to the time constraints set forth in Section 3.23(a), each REO Disposition
      shall
      be carried out by the Servicer in a manner, at such price and upon such terms
      and conditions as shall be normal and usual in the Servicing
      Standard.

     

    (f) The
      proceeds from the REO Disposition, net of any amount required by law to be
      remitted to the Mortgagor under the related Mortgage Loan and net of any payment
      or reimbursement to the Servicer or any Sub-Servicer as provided above, shall
      be
      deposited in the Distribution Account in accordance with Section 3.10(d)(ii)
      on
      the Servicer Remittance Date in the month following the receipt thereof for
      distribution on the related Distribution Date in accordance with Section 4.01.
      Any REO Disposition shall be for cash only (unless changes in the REMIC
      Provisions made subsequent to the Startup Day allow a sale for other
      consideration).

     

    (g) The
      Servicer shall file information returns with respect to the receipt of mortgage
      interest received in a trade or business, reports of foreclosures and
      abandonments of any Mortgaged Property and cancellation of indebtedness income
      with respect to any Mortgaged Property as required by the Code. Such reports
      shall be in form and substance sufficient to meet the reporting requirements
      of
      the Code.

     

    SECTION
      3.24 Obligations
      of the Servicer in Respect of Prepayment Interest Shortfalls.

     

    Not
      later
      than 1:00 p.m. New York time on each Servicer Remittance Date, the Servicer
      shall remit to the Distribution Account an amount (“Compensating Interest”)
      equal to the lesser of (A) the aggregate of the Prepayment Interest Shortfalls
      for the related Distribution Date and (B) its aggregate Servicing Fee received
      in the related Due Period. The Servicer shall not have the right to
      reimbursement for any amounts remitted to the Trustee in respect of Compensating
      Interest. Such amounts so remitted shall be included in the Available Funds
      and
      distributed therewith on the next Distribution Date. The Servicer shall not
      be
      obligated to pay Compensating Interest with respect to Relief Act Interest
      Shortfalls.

     

    SECTION
      3.25 [Reserved].

     

    SECTION
      3.26 Obligations
      of the Servicer in Respect of Mortgage Rates and Monthly Payments.

     

    In
      the
      event that a shortfall in any collection on or liability with respect to the
      Mortgage Loans in the aggregate results from or is attributable to adjustments
      to Mortgage Rates, Monthly Payments or Stated Principal Balances that were
      made
      by the Servicer in a manner not consistent with the terms of the related
      Mortgage Note and this Agreement, the Servicer, upon discovery or receipt of
      notice thereof, immediately shall deposit in the Collection Account from its
      own
      funds the amount of any such shortfall and shall indemnify and hold harmless
      the
      Trust Fund, the Trustee, the Depositor and any successor servicer in respect
      of
      any such liability. Such indemnities shall survive the termination or discharge
      of this Agreement. Notwithstanding the foregoing, this Section 3.26 shall not
      limit the ability of the Servicer to seek recovery of any such amounts from
      the
      related Mortgagor under the terms of the related Mortgage Note, as permitted
      by
      law.

     

    SECTION
      3.27 [Reserved].

     

    SECTION
      3.28 [Reserved].

     

    SECTION
      3.29 Advance
      Facility.

     

    The
      Servicer, with the consent of the NIMS Insurer, is hereby authorized to enter
      into a financing or other facility (any such arrangement, an “Advance Facility”)
      under which (1) the Servicer sells, assigns or pledges to another Person
      (together with such Person’s successors and assigns, an “Advancing Person”) the
      Servicer’s rights under this Agreement to be reimbursed for any Advances or
      Servicing Advances and/or (2) an Advancing Person agrees to fund some or all
      Advances and/or Servicing Advances required to be made by the Servicer pursuant
      to this Agreement. No consent of the Depositor, the Trustee, the
      Certificateholders or any other party (other than the NIMS Insurer consent)
      shall be required before the Servicer may enter into an Advance Facility. The
      Servicer shall notify the NIMS Insurer and each other party to this Agreement
      prior to or promptly after entering into or terminating any Advance Facility.
      Notwithstanding the existence of any Advance Facility under which an Advancing
      Person agrees to fund Advances and/or Servicing Advances on the Servicer’s
      behalf, the Servicer shall remain obligated pursuant to this Agreement to make
      Advances and Servicing Advances pursuant to and as required by this Agreement.
      If the Servicer enters into an Advance Facility, and for so long as an Advancing
      Person remains entitled to receive reimbursement for any Advances including
      Nonrecoverable Advances (“Advance Reimbursement Amounts”) and/or Servicing
      Advances including Nonrecoverable Advances (“Servicing Advance Reimbursement
      Amounts” and together with Advance Reimbursement Amounts, “Reimbursement
      Amounts”) (in each case to the extent such type of Reimbursement Amount is
      included in the Advance Facility), as applicable, pursuant to this Agreement,
      then the Servicer shall identify such Reimbursement Amounts consistent with
      the
      reimbursement rights set forth in Section 3.11(a)(ii), (iii), (vi) and (vii)
      and
      remit such Reimbursement Amounts in accordance with Section 3.10(b) or otherwise
      in accordance with the documentation establishing the Advance Facility to such
      Advancing Person or to a trustee, agent or custodian (an “Advance Facility
      Trustee”) designated by such Advancing Person. Notwithstanding the foregoing, if
      so required pursuant to the terms of the Advance Facility, the Servicer may
      direct, and if so directed the Trustee is hereby authorized to and shall pay
      to
      the Advance Facility Trustee the Reimbursement Amounts identified pursuant
      to
      the preceding sentence. Notwithstanding anything to the contrary herein, in
      no
      event shall Advance Reimbursement Amounts or Servicing Advance Reimbursement
      Amounts be included in the Available Funds or distributed to
      Certificateholders.

     

    If
      the
      terms of a facility proposed to be entered into with an Advancing Person by
      the
      Trust Fund would not materially and adversely affect the interests of any
      Certificateholder, then the NIMS Insurer shall not withhold its consent to
      the
      Trust Fund’s entering such facility.

     

    Reimbursement
      Amounts shall consist solely of amounts in respect of Advances and/or Servicing
      Advances made with respect to the Mortgage Loans for which the Servicer would
      be
      permitted to reimburse itself in accordance with this Agreement, assuming the
      Servicer or the Advancing Person had made the related Advance(s) and/or
      Servicing Advance(s). Notwithstanding the foregoing, except with respect to
      reimbursement of Nonrecoverable Advances as set forth in this Agreement, no
      Person shall be entitled to reimbursement from funds held in the Collection
      Account for future distribution to Certificateholders pursuant to this
      Agreement. None of the Depositor or the Trustee shall have any duty or liability
      with respect to the calculation of any Reimbursement Amount, nor shall the
      Depositor or the Trustee have any responsibility to track or monitor the
      administration of the Advance Facility or the payment of Reimbursement Amounts
      to the related Advancing Person or Advance Facility Trustee. The Servicer shall
      maintain and provide to any successor servicer and (upon request) the Trustee
      a
      detailed accounting on a loan by loan basis as to amounts advanced by, sold,
      pledged or assigned to, and reimbursed to any Advancing Person. The successor
      servicer shall be entitled to rely on any such information provided by the
      predecessor servicer, and the successor servicer shall not be liable for any
      errors in such information. Any successor Servicer shall reimburse the
      predecessor Servicer and itself for outstanding Advances and Servicing Advances,
      respectively, with respect to each Mortgage Loan on a first in, first out
      (“FIFO”) basis; provided that the successor Servicer has received prior written
      notice from the predecessor Servicer or the Advancing Person of reimbursement
      amounts owed to the predecessor Servicer. Liquidation Proceeds with respect
      to a
      Mortgage Loan shall be applied to reimburse Advances outstanding with respect
      to
      that Mortgage Loan before being applied to reimburse Servicing Advances
      outstanding with respect to that Mortgage Loan.

     

    An
      Advancing Person who receives an assignment or pledge of the rights to be
      reimbursed for Advances and/or Servicing Advances, and/or whose obligations
      hereunder are limited to the funding or purchase of Advances and/or Servicing
      Advances shall not be required to meet the criteria for qualification of a
      subservicer set forth in this Agreement.

     

    Upon
      the
      direction of and at the expense of the Servicer, the Trustee agrees to execute
      such acknowledgments provided by the Servicer recognizing the interests of
      any
      Advance Facility Trustee in such Reimbursement Amounts as the Servicer may
      cause
      to be made subject to Advance Facilities pursuant to this Section
      3.29.

     

    The
      Servicer shall remain entitled to be reimbursed for all Advances and Servicing
      Advances funded by the Servicer to the extent the related rights to be
      reimbursed therefor have not been sold, assigned or pledged to an Advancing
      Person.

     

    The
      Servicer shall indemnify the Depositor, the Trustee, the NIMS Insurer, any
      successor servicer and the Trust Fund for any loss, liability or damage
      resulting from any claim by the related Advancing Person, except to the extent
      that such claim, loss, liability or damage resulted from or arose out of
      negligence, recklessness or willful misconduct or breach of its duties hereunder
      on the part of the Depositor, the Trustee, the NIMS Insurer or any successor
      servicer.

     

    Any
      amendment to this Section 3.29 or to any other provision of this Agreement
      that
      may be necessary or appropriate to effect the terms of an Advance Facility
      as
      described generally in this Section 3.29, including amendments to add provisions
      relating to a successor servicer, may be entered into by the Trustee, the
      Depositor and the Servicer without the consent of any Certificateholder but
      with
      the consent of the NIMS Insurer, provided such amendment complies with Section
      11.01 hereof. All reasonable costs and expenses (including attorneys’ fees) of
      each party hereto of any such amendment shall be borne solely by the Servicer.
      Prior to entering into an Advance Facility, the Servicer shall notify the
      Advancing Person in writing that: (a) the Advances and/or Servicing Advances
      purchased, financed by and/or pledged to the Advancing Person are obligations
      owed to the Servicer on a non-recourse basis payable only from the cash flows
      and proceeds received under this Agreement for reimbursement of Advances and/or
      Servicing Advances only to the extent provided herein, and the Trustee and
      the
      Trust are not otherwise obligated or liable to repay any Advances and/or
      Servicing Advances financed by the Advancing Person and (b) the Trustee shall
      not have any responsibility to track or monitor the administration of the
      Advance Facility between the Servicer and the Advancing Person.

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    ARTICLE
      IV

     

    FLOW
      OF
      FUNDS

     

    SECTION
      4.01 Distributions.

     

    (a) (I)
      On
      each Distribution Date, the Trustee shall, first, withdraw from the Distribution
      Account an amount equal to the Credit Risk Manager Fee for such Distribution
      Date and shall pay such amount to the Credit Risk Manager and, then, withdraw
      that portion of Available Funds for such Distribution Date consisting of the
      Group I Interest Remittance Amount for such Distribution Date, and make the
      following disbursements and transfers in the order of priority described below,
      in each case to the extent of the Group I Interest Remittance Amount remaining
      for such Distribution Date:

     

    (i) to
      the
      Holders of the Group I Certificates, the Monthly Interest Distributable Amount
      and the Unpaid Interest Shortfall Amount, if any, for such Class;
      and

     

    (ii) concurrently,
      to the Holders of the Group II Certificates, on a pro
      rata basis
      based on the entitlement of each such Class, an amount equal to the excess,
      if
      any, of (x) the amount required to be distributed pursuant to Section
      4.01(a)(II)(i) below for such Distribution Date over (y) the amount actually
      distributed pursuant to such clause from the Group II Interest Remittance
      Amount.

     

    (II) On
      each
      Distribution Date the Trustee shall withdraw from the Distribution Account
      that
      portion of Available Funds for such Distribution Date consisting of the Group
      II
      Interest Remittance Amount for such Distribution Date, and make the following
      disbursements and transfers in the order of priority described below, in each
      case to the extent of the Group II Interest Remittance Amount remaining for
      such
      Distribution Date.

     

    (iii) concurrently,
      to the Holders of the Group II Certificates, on a pro
      rata
      basis
      based on the entitlement of each such Class, the Monthly Interest Distributable
      Amount and the Unpaid Interest Shortfall Amount, if any, for each such Class;
      and

     

    (iv) to
      the
      Holders of the Group I Certificates, an amount equal to the excess, if any,
      of
      (x) the amount required to be distributed pursuant to Section 4.01(a)(I)(i)
      above for such Distribution Date over (y) the amount actually distributed
      pursuant to such clause from the Group I Interest Remittance
      Amount.

     

    (III) On
      each
      Distribution Date, distributions to the extent of the sum of the Group I
      Interest Remittance Amount and the Group II Interest Remittance Amount remaining
      undistributed for such Distribution Date shall be distributed sequentially,
      to
      the Holders of the Class M-1 Certificates, the Class M-2 Certificates, the
      Class
      M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates, the
      Class M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates,
      the Class M-9 Certificates, the Class M-10 Certificates, the Class M-11
      Certificates and the Class M-12 Certificates, in that order, in an amount equal
      to the Monthly Interest Distributable Amount for each such Class.

     

    (b) (I) On
      each
      Distribution Date (a) prior to the Stepdown Date or (b) on which
      a
      Trigger Event is in effect, distributions in respect of principal to the extent
      of the Group I Principal Distribution Amount shall be made in the following
      amounts and order of priority:

     

    (i) to
      the
      Holders of the Group I Certificates, until the Certificate Principal Balance
      thereof has been reduced to zero; and

     

    (ii) after
      taking into account the amount distributed to the Holders of the Group II
      Certificates pursuant to Section 4.01(b)(II)(i) below on such Distribution
      Date,
      to the Holders of the Group II Certificates (allocated among the Group II
      Certificates in the priority described below), until the Certificate Principal
      Balances thereof have been reduced to zero.

     

    (II) On
      each
      Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
      Event
      is in effect, distributions in respect of principal to the extent of the Group
      II Principal Distribution Amount shall be made in the following amounts and
      order of priority:

     

    (iii) to
      the
      Holders of the Group II Certificates
      (allocated among Group II Certificates in the priority described
      below),
      until
      the Certificate Principal Balances thereof have been reduced to zero;
      and

     

    (iv) after
      taking into account the amount distributed to the Holders of the Group I
      Certificates pursuant to Section 4.01(b)(I)(i) above on such Distribution Date,
      to the Holders of the Group I Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero.

     

    (III) On
      each
      Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
      Event
      is in effect, distributions in respect of principal to the extent of the sum
      of
      the Group I Principal Distribution Amount and the Group II Principal
      Distribution Amount remaining undistributed for such Distribution Date shall
      be
      distributed sequentially, to the Holders of the Class M-1 Certificates, the
      Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates,
      the Class M-5 Certificates, the Class M-6 Certificates, the Class M-7
      Certificates, the Class M-8 Certificates, the Class M-9 Certificates, the Class
      M-10 Certificates, the Class M-11 Certificates and the Class M-12 Certificates,
      in that order, in each case, until the Certificate Principal Balance thereof
      has
      been reduced to zero.

     

    (IV) On
      each
      Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
      Event is not in effect, distributions in respect of principal to the extent
      of
      the Group I Principal Distribution Amount shall be made in the following amounts
      and order of priority:

     

    (v) to
      the
      Holders of the Group I Certificates, the Group I Senior Principal Distribution
      Amount until the Certificate Principal Balance thereof has been reduced to
      zero;
      and

     

    (vi) to
      the
      Holders of the Group II Certificates (allocated among Group II Certificates
      in
      the priority described below), an amount equal to the excess, if any, of (x)
      the
      amount required to be distributed pursuant to Section 4.01(c)(V)(i) below for
      such Distribution Date over (y) the amount actually distributed pursuant to
      Section 4.01(c)(V)(i) below from the Group II Principal Distribution Amount
      on
      such Distribution Date.

     

    (V) On
      each
      Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
      Event is not in effect, distributions in respect of principal to the extent
      of
      the Group II Principal Distribution Amount shall be made in the following
      amounts and order of priority:

     

    (vii) to
      the
      Holders of the Group II Certificates (allocated among Group II Certificates
      in
      the priority described below), the Group II Senior Principal Distribution Amount
      until the Certificate Principal Balances thereof have been reduced to zero;
      and

     

    (viii) to
      the
      Holders of the Group I Certificates, an amount equal to the excess, if any,
      of
      (x) the amount required to be distributed pursuant to Section 4.01(c)(IV)(i)
      above for such Distribution Date over (y) the amount actually distributed
      pursuant to Section 4.01(c)(IV)(i) above from the Group I Principal Distribution
      Amount on such Distribution Date.

     

    (VI) On
      each
      Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
      Event is not in effect, distributions in respect of principal to the extent
      of
      the sum of the Group I Principal Distribution Amount and the Group II Principal
      Distribution Amount remaining undistributed for such Distribution Date shall
      be
      made in the following amounts and order of priority:

     

    (ix) sequentially,
      to the Holders of the Class M-1 Certificates, the Class M-2 Certificates and
      the
      Class M-3 Certificates, in that order, the Sequential Class M Principal
      Distribution Amount until the Certificate Principal Balances thereof have been
      reduced to zero;

     

    (x) to
      the
      Holders of the Class M-4 Certificates, the Class M-4 Principal Distribution
      Amount until the Certificate Principal Balance thereof has been reduced to
      zero;

     

    (xi) to
      the
      Holders of the Class M-5 Certificates, the Class M-5 Principal Distribution
      Amount until the Certificate Principal Balance thereof has been reduced to
      zero;

     

    (xii) to
      the
      Holders of the Class M-6 Certificates, the Class M-6 Principal Distribution
      Amount until the Certificate Principal Balance thereof has been reduced to
      zero;

     

    (xiii) to
      the
      Holders of the Class M-7 Certificates, the Class M-7 Principal Distribution
      Amount until the Certificate Principal Balance thereof has been reduced to
      zero;

     

    (xiv) to
      the
      Holders of the Class M-8 Certificates, the Class M-8 Principal Distribution
      Amount until the Certificate Principal Balance thereof has been reduced to
      zero;


     

    (xv) to
      the
      Holders of the Class M-9 Certificates, the Class M-9 Principal Distribution
      Amount until the Certificate Principal Balance thereof has been reduced to
      zero;

     

    (xvi) to
      the
      Holders of the Class M-10 Certificates, the Class M-10 Principal Distribution
      Amount until the Certificate Principal Balance thereof has been reduced to
      zero;

     

    (xvii) to
      the
      Holders of the Class M-11 Certificates, the Class M-11 Principal Distribution
      Amount until the Certificate Principal Balance thereof has been reduced to
      zero;
      and

     

    (xviii) to
      the
      Holders of the Class M-12 Certificates, the Class M-12 Principal Distribution
      Amount until the Certificate Principal Balance thereof has been reduced to
      zero.

     

    With
      respect to the Group II Certificates, all principal distributions will be
      distributed sequentially, first, to the Holders of the Class II-A-1
      Certificates, until the Certificate Principal Balance of the Class II-A-1
      Certificates has been reduced to zero; second, to the Holders of the Class
      II-A-2 Certificates, until the Certificate Principal Balance of the Class II-A-2
      Certificates has been reduced to zero; third,
      to
      the Holders of the Class II-A-3 Certificates, until the Certificate Principal
      Balance of the Class II-A-3 Certificates has been reduced to zero
      and
      fourth, to the Holders of the Class II-A-4 Certificates, until the Certificate
      Principal Balance of the Class II-A-4 Certificates has been reduced to zero;
      provided, however, on any Distribution Date on which the aggregate Certificate
      Principal Balance of the Mezzanine Certificates and the Class C Certificates
      has
      been reduced to zero, all principal distributions will be distributed
      concurrently, to the Holders of the Class A Certificates, on a pro
      rata
      basis
      based on the Certificate Principal Balance of each such Class.

     

    (c) On
      each
      Distribution Date, the Net Monthly Excess Cashflow shall be distributed as
      follows:

     

    (i) to
      the
      Holders of the Class or Classes of Certificates then entitled to receive
      distributions in respect of principal, in an amount equal to any Extra Principal
      Distribution Amount, without taking into account amounts, if any, received
      under
      the Interest Rate Swap Agreement, distributable to such Holders as part of
      the
      Group I Principal Distribution Amount and/or the Group II Principal Distribution
      Amount as described under Section 4.01(b) above;

     

    (ii) sequentially,
      to the Holders of the Class M-1 Certificates, Class M-2 Certificates, Class
      M-3
      Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6
      Certificates, Class M-7 Certificates, Class M-8 Certificates, Class M-9
      Certificates, Class M-10 Certificates, Class M-11 Certificates and Class M-12
      Certificates in that order, in each case, first, up to the Unpaid Interest
      Shortfall Amount for each such Class and second, up to the Allocated Realized
      Loss Amount, for each such Class;

     

    (iii) to
      the
      Net WAC Rate Carryover Reserve Account, the amount of any Net WAC Rate Carryover
      Amounts, taking into account amounts, if any, received under the Basis Risk
      Cap
      Agreement but without taking into account amounts, if any, received by the
      Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement
      or
      the Cap Trustee under the Interest Rate Cap Agreement;

     

    (iv) to
      the
      Supplemental Interest Trust Trustee for payment to the Swap Provider, any Swap
      Termination Payments resulting from a Swap Provider Trigger Event;

     

    (v) to
      the
      Holders of the Class C Certificates, (a) the Monthly Interest Distributable
      Amount for such Distribution Date and any Overcollateralization Release Amount
      for such Distribution Date and (b) on any Distribution Date on which the
      Certificate Principal Balances of the Class A and Mezzanine Certificates have
      been reduced to zero, any remaining amounts in reduction of the Certificate
      Principal Balance of the Class C Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero;

     

    (vi) if
      such
      Distribution Date follows the Prepayment Period during which occurs the latest
      date on which a Prepayment Charge may be required to be paid in respect of
      any
      Mortgage Loans, to the Holders of the Class P Certificates, in reduction of
      the
      Certificate Principal Balance thereof, until the Certificate Principal Balance
      thereof is reduced to zero; and

     

    (vii) any
      remaining amounts to the Holders of the Residual Certificates (in respect of
      the
      Class R-3 Interest).

     

    (d) On
      each
      Distribution Date, after making the distributions of the Available Funds as
      set
      forth above, the Trustee shall withdraw from the Net WAC Rate Carryover Reserve
      Account, to the extent of amounts remaining on deposit therein, the aggregate
      of
      any Net WAC Rate Carryover Amounts for such Distribution Date and distribute
      such amount in the following order of priority:

     

    (i) concurrently,
      to each Class of Class A Certificates, the related Basis Risk Cap Amount, from
      payments made under the Basis Risk Cap Agreement, in each case up to a maximum
      amount equal to the related Net WAC Rate Carryover Amount for such Distribution
      Date;

     

    (ii) sequentially,
      the Class M-1 Certificates, the Class M-2 Certificates, the Class M-3
      Certificates, the Class M-4 Certificates, the Class M-5 Certificates, the Class
      M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates, the
      Class M-9 Certificates, the Class M-10 Certificates, the Class M-11 Certificates
      and the Class M-12 Certificates, in that order, the related Basis Risk Cap
      Amount, from payments made under the Basis Risk Cap Agreement, in each case
      up
      to a maximum amount equal to the related Net WAC Rate Carryover Amount for
      such
      Distribution Date;

     

    (iii) concurrently,
      to each Class of Class A Certificates, the related Net WAC Rate Carryover
      Amount, on a pro
      rata
      basis
      based on the Net WAC Rate Carryover Amount for each such Class; and

     

    (iv) sequentially,
      to the Holders of the Class M-1 Certificates, the Class M-2 Certificates, the
      Class M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates,
      the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8
      Certificates, the Class M-9 Certificates, the Class M-10 Certificates, the
      Class
      M-11 Certificates and the Class M-12 Certificates in that order, the related
      Net
      WAC Rate Carryover Amount.

     

    (e) On
      each
      Distribution Date, after making the distributions of the Available Funds, Net
      Monthly Excess Cashflow and amounts on deposit in the Net WAC Rate Carryover
      Reserve Account as set forth above, the Trustee shall distribute the amount
      on
      deposit in the Swap Account as follows:

     

    (i) to
      the
      Supplemental Interest Trust Trustee for payment to the Swap Provider, any Net
      Swap Payment owed to the Swap Provider pursuant to the Interest Rate Swap
      Agreement for such Distribution Date;

     

    (ii) to
      the
      Supplemental Interest Trust Trustee for payment to the Swap Provider, any Swap
      Termination Payment owed to the Swap Provider not due to a Swap Provider Trigger
      Event pursuant to the Interest Rate Swap Agreement;

     

    (iii) concurrently,
      to each Class of Class A Certificates, the related Monthly Interest
      Distributable Amount and Unpaid Interest Shortfall Amount remaining
      undistributed after the distributions of the Group I Interest Remittance Amount
      and the Group II Interest Remittance Amount, on a pro
      rata
      basis
      based on such respective remaining Monthly Interest Distributable Amount and
      Unpaid Interest Shortfall Amount;

     

    (iv) sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8, Class M-9, Class M-10, Class M-11 and Class M-12 Certificates,
      in that order, the related Monthly Interest Distributable Amount and Unpaid
      Interest Shortfall Amount, to the extent remaining undistributed after the
      distributions of the Group I Interest Remittance Amount, the Group II Interest
      Remittance Amount and the Net Monthly Excess Cashflow;

     

    (v) to
      the
      Holders of the Class or Classes of Certificates then entitled to receive
      distributions in respect of principal, in an amount equal to any Extra Principal
      Distribution Amount, without taking into account amounts, if any, received
      under
      the Interest Rate Swap Agreement, distributable to such Holders as part of
      the
      Group I Principal Distribution Amount and/or the Group II Principal Distribution
      Amount, after taking into account distributions made pursuant to Section
      4.01(a)(4)(i);

     

    (vi) sequentially
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8, Class M-9, Class M-10, Class M-11 and Class M-12 Certificates,
      in that order, in each case up to the related Allocated Realized Loss Amount
      related to such Certificates for such Distribution Date remaining undistributed
      after distribution of the Net Monthly Excess Cashflow;

     

    (vii) concurrently,
      to each Class of Class A Certificates, the related Net WAC Rate Carryover
      Amount, to the extent remaining undistributed after distributions are made
      from
      the Net WAC Rate Carryover Reserve Account, on a pro
      rata
      basis
      based on such respective Net WAC Rate Carryover Amounts remaining;
      

     

    (viii) sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8 Class M-9, Class M-10, Class M-11 and Class M-12 Certificates,
      in
      that order, the related Net WAC Rate Carryover Amount, to the extent remaining
      undistributed after distributions are made from the Net WAC Rate Carryover
      Reserve Account; and

     

    (ix) any
      remaining amounts to the Holders of the Class C Certificates.

     

    (f) On
      each
      Distribution Date, after making the distributions of the Available Funds, Net
      Monthly Excess Cashflow, amounts on deposit in the Net WAC Rate Carryover
      Reserve Account and amounts on deposit in the Swap Account as set forth above,
      the Trustee shall distribute the amount on deposit in the Cap Account as
      follows:

     

    (i) concurrently,
      to each Class of Class A Certificates, the related Monthly Interest
      Distributable Amount and Unpaid Interest Shortfall Amount remaining
      undistributed after the distributions of the Group I Interest Remittance Amount
      and the Group II Interest Remittance Amount, on a pro
      rata
      basis
      based on such respective remaining Monthly Interest Distributable Amount and
      Unpaid Interest Shortfall Amount;

     

    (ii) sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8, Class M-9, Class M-10, Class M-11 and Class M-12 Certificates,
      in that order, the related Monthly Interest Distributable Amount and Unpaid
      Interest Shortfall Amount, to the extent remaining undistributed after the
      distributions of the Group I Interest Remittance Amount, the Group II Interest
      Remittance Amount, the Net Monthly Excess Cashflow and amounts on deposit in
      the
      Swap Account;

     

    (iii) to
      the
      Holders of the Class or Classes of Certificates then entitled to receive
      distributions in respect of principal, in an amount equal to any Extra Principal
      Distribution Amount, without taking into account amounts, if any, received
      under
      the Interest Rate Swap Agreement, distributable to such Holders as part of
      the
      Group I Principal Distribution Amount and/or the Group II Principal Distribution
      Amount, after taking into account distributions made pursuant to Section
      4.01(a)(4)(i) and Section 4.01(e)(v);

     

    (iv) sequentially
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8, Class M-9, Class M-10, Class M-11 and Class M-12 Certificates,
      in that order, in each case up to the related Allocated Realized Loss Amount
      related to such Certificates for such Distribution Date remaining
      undistributed;

     

    (v) concurrently,
      to each Class of Class A Certificates, the related Net WAC Rate Carryover
      Amount, to the extent remaining undistributed after distributions are made
      from
      the Net WAC Rate Carryover Reserve Account, on a pro
      rata
      basis
      based on such respective Net WAC Rate Carryover Amounts remaining
      undistributed;

     

    (vi) sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8 Class M-9, Class M-10, Class M-11 and Class M-12 Certificates,
      in
      that order, the related Net WAC Rate Carryover Amount, to the extent remaining
      undistributed; and

     

    (vii) any
      remaining amount to the Holders of the Class C Certificates.

     

    (g) On
      each
      Distribution Date, all amounts representing Prepayment Charges in respect of
      the
      Mortgage Loans received during the related Prepayment Period and any Servicer
      Prepayment Charge Payment Amounts paid by the Servicer during the related
      Prepayment Period will be withdrawn from the Distribution Account and
      distributed by the Trustee to the Holders of the Class P Certificates and shall
      not be available for distribution to the Holders of any other Class of
      Certificates. The payment of the foregoing amounts to the Holders of the Class
      P
      Certificates shall not reduce the Certificate Principal Balances
      thereof.

     

    (h) The
      Trustee shall make distributions in respect of a Distribution Date to each
      Certificateholder of record on the related Record Date (other than as provided
      in Section 10.01 respecting the final distribution), in the case of
      Certificateholders of the Regular Certificates, by check or money order mailed
      to such Certificateholder at the address appearing in the Certificate Register,
      or by wire transfer. Distributions among Certificateholders shall be made in
      proportion to the Percentage Interests evidenced by the Certificates held by
      such Certificateholders.

     

    (i) Each
      distribution with respect to a Book-Entry Certificate shall be paid to the
      Depository, which shall credit the amount of such distribution to the accounts
      of its Depository Participants in accordance with its normal procedures. Each
      Depository Participant shall be responsible for disbursing such distribution
      to
      the Certificate Owners that it represents and to each indirect participating
      brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
      it acts as agent. Each brokerage firm shall be responsible for disbursing funds
      to the Certificate Owners that it represents. All such credits and disbursements
      with respect to a Book-Entry Certificate are to be made by the Depository and
      the Depository Participants in accordance with the provisions of the
      Certificates. None of the Trustee, the Depositor or the Servicer shall have
      any
      responsibility therefor except as otherwise provided by applicable
      law.

     

    On
      each
      Distribution Date, following the foregoing distributions, an amount equal to
      the
      amount of Subsequent Recoveries deposited into the Collection Account pursuant
      to Section 3.10 shall be applied to increase the Certificate Principal Balance
      of the Class of Certificates with the Highest Priority up to the extent of
      such
      Realized Losses previously allocated to that Class of Certificates pursuant
      to
      Section 4.08. An amount equal to the amount of any remaining Subsequent
      Recoveries shall be applied to increase the Certificate Principal Balance of
      the
      Class of Certificates with the next Highest Priority, up to the amount of such
      Realized Losses previously allocated to that Class of Certificates pursuant
      to
      Section 4.08. Holders of such Certificates will not be entitled to any
      distribution in respect of interest on the amount of such increases for any
      Interest Accrual Period preceding the Distribution Date on which such increase
      occurs. Any such increases shall be applied to the Certificate Principal Balance
      of each Certificate of such Class in accordance with its respective Percentage
      Interest.

     

    (j) It
      is the
      intention of all of the parties hereto that the Class C Certificates receive
      all
      principal and interest received by the Trust on the Mortgage Loans that is
      not
      otherwise distributable to any other Class of Regular Certificates or REMIC
      Regular Interests and that the Residual Certificates are to receive no principal
      and interest. If the Trustee determines that the Residual Certificates are
      entitled to any distributions, the Trustee, prior to any such distribution
      to
      any Residual Certificate, shall notify the Depositor of such impending
      distribution but shall make such distribution in accordance with the terms
      of
      this Agreement until this Agreement is amended as specified in the following
      sentence. Upon such notification, the Depositor will request an amendment to
      the
      Pooling and Servicing Agreement to revise such mistake in the distribution
      provisions. The Residual Certificate Holders, by acceptance of their
      Certificates, and the Servicer(s), hereby agree to any such amendment and no
      further consent shall be necessary, notwithstanding anything to the contrary
      in
      Section 11.01 of this Pooling and Servicing Agreement; provided, however, that
      such amendment shall otherwise comply with Section 11.01 hereof.

     

    SECTION
      4.02 [Reserved].

     

    SECTION
      4.03 Statements.

     

    (a) On
      each
      Distribution Date, based, as applicable, on information provided to it by the
      Servicer, the Trustee shall prepare and make available to each Holder of the
      Regular Certificates, the NIMS Insurer, the Servicer and the Rating Agencies,
      a
      statement as to the distributions made on such Distribution Date:

     

    (i) the
      amount of the distribution made on such Distribution Date to the Holders of
      each
      Class of Regular Certificates, separately identified, allocable to principal
      and
      the amount of the distribution made to the Holders of the Class P Certificates
      allocable to Prepayment Charges and Servicer Prepayment Charge Payment
      Amounts;

     

    (ii) the
      amount of the distribution made on such Distribution Date to the Holders of
      each
      Class of Regular Certificates (other than the Class P Certificates) allocable
      to
      interest, separately identified;

     

    (iii) the
      Net
      Monthly Excess Cashflow, the Overcollateralized Amount, the
      Overcollateralization Release Amount, the Overcollateralization Deficiency
      Amount and the Overcollateralization Target Amount and the Senior Credit
      Enhancement Percentage as of such Distribution Date and the Excess
      Overcollateralized Amount for the Mortgage Pool for such Distribution
      Date;

     

    (iv) the
      fees
      and expenses of the Trust Fund accrued and paid on such Distribution Date and
      to
      whom such fees and expenses were paid;

     

    (v) the
      aggregate amount of Advances for the related Due Period (including the general
      purpose of such Advances);

     

    (vi) the
      aggregate Principal Balance of the Mortgage Loans and any REO Properties as
      of
      the end of the related Due Period;

     

    (vii) the
      number, aggregate Stated Principal Balance, weighted average remaining term
      to
      maturity and weighted average Mortgage Rate of the Mortgage Loans as of the
      related Determination Date;

     

    (viii) the
      number and aggregate unpaid Stated Principal Balance of Mortgage Loans that
      were
      (A) Delinquent (exclusive of Mortgage Loans in bankruptcy or foreclosure and
      REO
      Properties) using the OTS Method (as described below) (1) 30 to 59 days, (2)
      60
      to 89 days and (3) 90 or more days, (B) as to which foreclosure proceedings
      have
      been commenced and Delinquent (1) 30 to 59 days, (2) 60 to 89 days and (3)
      90 or
      more days, (C) in bankruptcy and Delinquent (1) 30 to 59 days, (2) 60 to 89
      days
      and (3) 90 or more days, in each case as of the Close of Business on the last
      day of the calendar month preceding such Distribution Date and (D) REO
      Properties, as well as the aggregate principal balance of Mortgage Loans that
      were liquidated and the net proceeds resulting therefrom;

     

    (ix) the
      total
      number and cumulative Stated Principal Balance of all REO Properties as of
      the
      Close of Business of the last day of the calendar month preceding the related
      Distribution Date;

     

    (x) the
      aggregate amount of Principal Prepayments made during the related Prepayment
      Period, separately indicating Principal Prepayments in full and Principal
      Prepayments in part;

     

    (xi) the
      Delinquency Percentage and the Realized Loss Percentage;

     

    (xii) the
      aggregate amount of Realized Losses incurred during the related Prepayment
      Period and the cumulative amount of Realized Losses and the aggregate amount
      of
      Subsequent Recoveries received during the related Prepayment Period and the
      cumulative amount of Subsequent Recoveries received since the Closing
      Date;

     

    (xiii) the
      aggregate amount of extraordinary Trust Fund expenses withdrawn from the
      Collection Account or the Distribution Account for such Distribution
      Date;

     

    (xiv) the
      Certificate Principal Balance of each Class of Class A Certificates, Mezzanine
      Certificates and the Class C Certificates, before and after giving effect to
      the
      distributions, and allocations of Realized Losses, made on such Distribution
      Date;

     

    (xv) the
      Monthly Interest Distributable Amount in respect of each Class of Class A
      Certificates, Mezzanine Certificates and the Class C Certificates for such
      Distribution Date and the Unpaid Interest Shortfall Amount, if any, with respect
      to each Class of Class A Certificates, Mezzanine Certificates and the Class
      C
      Certificates for such Distribution Date;

     

    (xvi) the
      aggregate amount of any Prepayment Interest Shortfalls for such Distribution
      Date, to the extent not covered by payments by the Servicer pursuant to Section
      3.24;

     

    (xvii) the
      Net
      WAC Rate Carryover Amount for each Class of Class A and Mezzanine Certificates,
      if any, for such Distribution Date and the amount remaining unpaid after
      reimbursements therefor on such Distribution Date;

     

    (xviii) whether
      the Stepdown Date or a Trigger Event has occurred;

     

    (xix) the
      total
      cashflows received and the general sources thereof (including amounts received
      from the Supplemental Interest Trust Trustee under the Interest Rate Swap
      Agreement, from the Cap Trustee under the Interest Rate Cap Agreement and from
      the Trustee under the Basis Risk Cap Agreement);

     

    (xx) the
      respective Pass-Through Rates applicable to each Class of Class A Certificates,
      Mezzanine Certificates and the Class C Certificates for such Distribution Date
      and the Pass-Through Rate applicable to each Class of Class A and Mezzanine
      Certificates for the immediately succeeding Distribution Date; 

     

    (xxi) the
      amount of any Net Swap Payments or Swap Termination Payments paid to the Swap
      Provider; and

     

    (xxii) the
      applicable Record Dates, Accrual Periods and Determination Dates for calculating
      distributions for such Distribution Date. 

     

    The
      Trustee will make such statement (and, at its option, any additional files
      containing the same information in an alternative format) available each month
      to Certificateholders, the NIMS Insurer, the Credit Risk Manager and the Rating
      Agencies via the Trustee’s internet website. The Trustee’s internet website
      shall initially be located at “https://www.tss.db.com/invr”. Assistance in using
      the website can be obtained by calling the Trustee’s customer service desk at
      (800) 735-7777. Parties that are unable to use the above distribution option
      are
      entitled to have a paper copy mailed to them via first class mail by calling
      the
      customer service desk and indicating such. The Trustee shall have the right
      to
      change the way such statements are distributed in order to make such
      distribution more convenient and/or more accessible to the above parties and
      the
      Trustee shall provide timely and adequate notification to all above parties
      regarding any such changes. As a condition to access to the Trustee’s internet
      website, the Trustee may require registration and the acceptance of a
      disclaimer. The Trustee will not be liable for the dissemination of information
      in accordance with this Agreement. The Trustee shall also be entitled to rely
      on
      but shall not be responsible for the content or accuracy of any information
      provided by third parties for purposes of preparing the Distribution Date
      statement and may affix thereto any disclaimer it deems appropriate in its
      reasonable discretion (without suggesting liability on the part of any other
      party thereto).

     

    In
      the
      case of information furnished pursuant to subclauses (i) and (ii) above, the
      amounts shall be expressed in a separate section of the report as a dollar
      amount for each Class for each $1,000 original dollar amount as of the Cut-off
      Date.

     

    For
      all
      purposes of this Agreement, with respect to any Mortgage Loan, delinquencies
      shall be determined and reported based on the “OTS” methodology for determining
      delinquencies on mortgage loans similar to the Mortgage Loans. By way of
      example, a Mortgage Loan would be Delinquent with respect to a Monthly Payment
      due on a Due Date if such Monthly Payment is not made by the close of business
      on the Mortgage Loan’s next succeeding Due Date, and a Mortgage Loan would be
      more than 30-days Delinquent with respect to such Monthly Payment if such
      Monthly Payment were not made by the close of business on the Mortgage Loan’s
      second succeeding Due Date. The Servicer hereby represents and warrants to
      the
      Depositor that this delinquency recognition policy is not less restrictive
      than
      any delinquency recognition policy established by the primary safety and
      soundness regulator, if any, of the Servicer.

     

    (b) Within
      a
      reasonable period of time after the end of each calendar year, the Trustee
      shall, upon written request, furnish to the NIMS Insurer and each Person who
      at
      any time during the calendar year was a Certificateholder of a Regular
      Certificate, if requested in writing by such Person, such information as is
      reasonably necessary to provide to such Person a statement containing the
      information set forth in subclauses (i) and (ii) above, aggregated for such
      calendar year or applicable portion thereof during which such Person was a
      Certificateholder. Such obligation of the Trustee shall be deemed to have been
      satisfied to the extent that substantially comparable information shall be
      prepared and furnished by the Trustee to Certificateholders pursuant to any
      requirements of the Code as are in force from time to time.

     

    (c) On
      each
      Distribution Date, the Trustee shall make available to the NIMS Insurer and
      the
      Residual Certificateholders a copy of the reports forwarded to the Regular
      Certificateholders in respect of such Distribution Date with such other
      information as the Trustee deems necessary or appropriate.

     

    (d) Within
      a
      reasonable period of time after the end of each calendar year, the Trustee
      shall
      deliver to the NIMS Insurer, upon request, and each Person who at any time
      during the calendar year was a Residual Certificateholder, if requested in
      writing by such Person, such information as is reasonably necessary to provide
      to such Person a statement containing the information provided pursuant to
      the
      previous paragraph aggregated for such calendar year or applicable portion
      thereof during which such Person was a Residual Certificateholder. Such
      obligation of the Trustee shall be deemed to have been satisfied to the extent
      that substantially comparable information shall be prepared and furnished to
      Certificateholders by the Trustee pursuant to any requirements of the Code
      as
      from time to time in force.

     

    (e) On
      each
      Distribution Date, the Trustee shall supply an electronic tape to Bloomberg
      Financial Markets, Inc. in a format acceptable to Bloomberg Financial Markets,
      Inc. on a monthly basis, and shall supply an electronic tape to Loan Performance
      and Intex Solutions in a format acceptable to Loan Performance and Intex
      Solutions on a monthly basis.

     

    SECTION
      4.04 Remittance
      Reports; Advances.

     

    (a) By
      the
      second Business Day following each Determination Date, but in no event later
      than such date which would allow the indenture trustee to submit a claim to
      the
      NIMS Insurer under the Indenture so as to allow a timely payment by the NIMS
      Insurer under the insurance policy related to the notes insured by the NIMS
      Insurer, the Servicer shall deliver or cause to be delivered to the Trustee
      by
      telecopy or electronic mail (or by such other means as the Servicer and the
      Trustee may agree from time to time) up to two Remittance Reports with respect
      to the related Distribution Date, which Remittance Reports the Trustee shall
      use
      in preparing the statement pursuant to Section 4.03. No later than the second
      Business Day following each Determination Date, the Servicer shall deliver
      or
      cause to be delivered to the Trustee in addition to the information provided
      on
      the Remittance Report, such other information reasonably available to it with
      respect to the Mortgage Loans as the Trustee may reasonably require to perform
      the calculations necessary to make the distributions contemplated by Section
      4.01, to prepare the statements to Certificateholders contemplated by Section
      4.03 and to prepare the Form 10-D contemplated by Section 4.07. The Trustee
      shall not be responsible to recompute, recalculate or verify any information
      provided to it by the Servicer.

     

    (b) The
      amount of Advances to be made by the Servicer for any Distribution Date shall
      equal, subject to Section 4.04(d), the sum of (i) the aggregate amount of
      Monthly Payments (net of the related Servicing Fee), due during the related
      Due
      Period in respect of the Mortgage Loans, which Monthly Payments were delinquent
      on a contractual basis as of the Close of Business on the related Determination
      Date and (ii) with respect to each REO Property, which REO Property was acquired
      during or prior to the related Due Period and as to which REO Property an REO
      Disposition did not occur during the related Due Period, an amount equal to
      the
      excess, if any, of the REO Imputed Interest on such REO Property for the most
      recently ended calendar month, over the net income from such REO Property
      transferred to the Distribution Account pursuant to Section 3.23 for
      distribution on such Distribution Date. 

     

    On
      or
      before 3:00 p.m. New York time on the Servicer Remittance Date, the Servicer
      shall remit in immediately available funds to the Trustee for deposit in the
      Distribution Account an amount equal to the aggregate amount of Advances, if
      any, to be made in respect of the Mortgage Loans and REO Properties for the
      related Distribution Date either (i) from its own funds or (ii) from the
      Collection Account, to the extent of funds held therein for future distribution
      (in which case it will cause to be made an appropriate entry in the records
      of
      Collection Account that amounts held for future distribution have been, as
      permitted by this Section 4.04, used by the Servicer in discharge of any such
      Advance) or (iii) in the form of any combination of (i) and (ii) aggregating
      the
      total amount of Advances to be made by the Servicer with respect to the Mortgage
      Loans and REO Properties. Any amounts held for future distribution used by
      the
      Servicer to make an Advance as permitted in the preceding sentence or withdrawn
      by the Servicer as permitted in Section 3.11(a)(ii) in reimbursement for
      Advances previously made shall be appropriately reflected in the Servicer’s
      records and replaced by the Servicer by deposit in the Collection Account on
      or
      before any future Servicer Remittance Date to the extent that the Available
      Funds for the related Distribution Date (determined without regard to Advances
      to be made on the Servicer Remittance Date) shall be less than the total amount
      that would be distributed to the Classes of Certificateholders pursuant to
      Section 4.01 on such Distribution Date if such amounts held for future
      distributions had not been so used to make Advances. The Trustee will provide
      notice to the NIMS Insurer and the Servicer by telecopy by the Close of Business
      on any Servicer Remittance Date in the event that the amount remitted by the
      Servicer to the Trustee on such date is less than the Advances required to
      be
      made by the Servicer for the related Distribution Date, as set forth in the
      related Remittance Report.

     

    (c) The
      obligation of the Servicer to make such Advances is mandatory, notwithstanding
      any other provision of this Agreement but subject to (d) below, and, with
      respect to any Mortgage Loan, shall continue until the Mortgage Loan is paid
      in
      full or until all Liquidation Proceeds thereon have been recovered, or a Final
      Recovery Determination has been made thereon.

     

    (d) Notwithstanding
      anything herein to the contrary, no Advance or Servicing Advance shall be
      required to be made hereunder by the Servicer if such Advance or Servicing
      Advance would, if made, constitute a Nonrecoverable Advance. The determination
      by the Servicer that it has made a Nonrecoverable Advance or that any proposed
      Advance or Servicing Advance, if made, would constitute a Nonrecoverable
      Advance, shall be evidenced by an Officers’ Certificate of the Servicer
      delivered to the NIMS Insurer, the Depositor and the Trustee. Furthermore,
      the
      Servicer shall not be required to advance Relief Act Interest
      Shortfalls.

     

    SECTION
      4.05 Swap
      Account.

     

    (a) On
      the
      Closing Date, there is hereby established a separate trust (the “Supplemental
      Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap
      Agreement. The Supplemental Interest Trust shall be maintained by the
      Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No
      later than the Closing Date, the Supplemental Interest Trust Trustee shall
      establish and maintain a separate, segregated trust account to be held in the
      Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust
      Company, as Supplemental Interest Trust Trustee, in trust for the registered
      Certificateholders of First Franklin Mortgage Loan Trust 2006-FF8, Asset-Backed
      Certificates, Series 2006-FF8.” Such account shall be an Eligible Account and
      funds on deposit therein shall be held separate and apart from, and shall not
      be
      commingled with, any other moneys, including, without limitation, other moneys
      of the Trustee held pursuant to this Agreement. Amounts therein shall be held
      uninvested.

     

    (b) On
      each
      Distribution Date, prior to any distribution to any Certificate, the Trustee
      shall deposit into the Swap Account: (i) the amount of any Net Swap Payment
      or
      Swap Termination Payment (other than any Swap Termination Payment resulting
      from
      a Swap Provider Trigger Event) owed to the Swap Provider (after taking into
      account any upfront payment received from the counterparty to a replacement
      interest rate swap agreement) from funds collected and received with respect
      to
      the Mortgage Loans prior to the determination of Available Funds for
      distribution in accordance with Section 4.01(e) hereof and (ii) amounts received
      by the Supplemental Interest Trust Trustee from the Swap Provider, for
      distribution in accordance with Section 4.01(e) hereof. For federal income
      tax
      purposes, any amounts paid to the Swap Provider on each Distribution Date shall
      first be deemed paid to the Swap Provider in respect of REMIC 6 Regular Interest
      SWAP IO to the extent of the amount distributable on REMIC 6 Regular Interest
      SWAP IO on such Distribution Date, and any remaining amount shall be deemed
      paid
      to the Swap Provider in respect of a Class IO Distribution Amount (as defined
      below).

     

    (c) It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Supplemental Interest Trust be disregarded
      as
      an entity separate from the Holder of the Class C Certificates unless and until
      the date when either (a) there is more than one Class C Certificateholder or
      (b)
      any Class of Certificates in addition to the Class C Certificates is
      recharacterized as an equity interest in the Supplemental Interest Trust for
      federal income tax purposes, in which case it is the intention of the parties
      hereto that, for federal and state income and state and local franchise tax
      purposes, the Supplemental Interest Trust be treated as a partnership. The
      Supplemental Interest Trust will be an “outside reserve fund” within the meaning
      of Treasury Regulation Section 1.860G-2(h).

     

    (d) To
      the
      extent that the Supplemental Interest Trust is determined to be a separate
      legal
      entity from the Supplemental Interest Trust Trustee, any obligation of the
      Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement
      shall
      be deemed to be an obligation of the Supplemental Interest Trust.

     

    (e) The
      Trustee shall treat the Holders of Certificates (other than the Class P, Class
      C, Class R and Class R-X Certificates) as having entered into a notional
      principal contract with respect to the Holders of the Class C Certificates.
      Pursuant to each such notional principal contract, all Holders of Certificates
      (other than the Class P, Class C, Class R and Class R-X Certificates) shall
      be
      treated as having agreed to pay, on each Distribution Date, to the Holder of
      the
      Class C Certificates an aggregate amount equal to the excess, if any, of (i)
      the
      amount payable on such Distribution Date on the REMIC 3 Regular Interest
      corresponding to such Class of Certificates over (ii) the amount payable on
      such
      Class of Certificates on such Distribution Date (such excess, a “Class IO
      Distribution Amount”). A Class IO Distribution Amount payable from interest
      collections shall be allocated pro
      rata
      among
      such Certificates based on the excess of (a) the amount of interest otherwise
      payable to such Certificates over (ii) the amount of interest payable to such
      Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO
      Distribution Amount payable from principal collections shall be allocated to
      the
      most subordinate Class of Certificates with an outstanding principal balance
      to
      the extent of such balance. In addition, pursuant to such notional principal
      contract, the Holder of the Class C Certificates shall be treated as having
      agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates
      (other than the Class C, Class P and Class R Certificates) in accordance with
      the terms of this Agreement. Any payments to the Certificates from amounts
      deemed received in respect of this notional principal contract shall not be
      payments with respect to a Regular Interest in a REMIC within the meaning of
      Code Section 860G(a)(1). However, any payment from the Certificates (other
      than
      the Class C, Class P, Class R and Class R-X Certificates) of a Class IO
      Distribution Amount shall be treated for tax purposes as having been received
      by
      the Holders of such Certificates in respect of their interests in REMIC 3 and
      as
      having been paid by such Holders to the Supplemental Interest Trust Trustee
      pursuant to the notional principal contract. Thus, each Certificate (other
      than
      the Class P, Class R and Class R-X Certificates) shall be treated as
      representing not only ownership of Regular Interests in REMIC 3, but also
      ownership of an interest in, and obligations with respect to, a notional
      principal contract.

     

    (f) In
      connection with paragraph 7(i) of the credit support annex, upon the Swap
      Provider’s failure to post collateral with the Supplemental Interest Trust
      Trustee, the Supplemental Interest Trust Trustee (to the extent it has actual
      knowledge) shall provide, no later than the next Business Day after the date
      such collateral was required to be posted, to the Interest Rate Swap Provider
      a
      written notice of such failure.

     

    (g) The
      Trustee shall, at the direction of the Depositor, enforce all of its rights
      and
      exercise any remedies under the Swap Agreement. In the event the Interest Rate
      Swap Agreement is terminated as a result of the designation by either party
      thereto of an Early Termination Date (as defined therein), the Trustee shall,
      at
      the direction of the Depositor, appoint a replacement counterparty to enter
      into
      a replacement swap agreement. The Trustee shall have no responsibility with
      regard to the selection of a replacement swap provider or the negotiation of
      a
      replacement interest rate swap agreement. Any Swap Termination Payment received
      by the Trustee shall be deposited in the Swap Account and shall be used to
      make
      any upfront payment required under a replacement swap agreement and any upfront
      payment received from the counterparty to a replacement swap agreement shall
      be
      used to pay any Swap Termination Payment owed to the Swap Provider.

     

    SECTION
      4.06 Tax
      Treatment of Swap Payments and Swap Termination Payments.

     

    For
      federal income tax purposes, each holder of a Class A and Mezzanine Certificate
      is deemed to own an undivided beneficial ownership interest in a REMIC regular
      interest and the right to receive payments from either the Net WAC Rate
      Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate
      Carryover Amount or the obligation to make payments to the Swap Account. For
      federal income tax purposes, the Trustee will account for payments to each
      Class
      A and Mezzanine Certificates as follows: each Class A and Mezzanine Certificate
      will be treated as receiving their entire payment from REMIC 3 (regardless
      of
      any Swap Termination Payment or obligation under the Interest Rate Swap
      Agreement) and subsequently paying their portion of any Swap Termination Payment
      in respect of each such Class’ obligation under the Interest Rate Swap
      Agreement. In the event that any such Class is resecuritized in a REMIC, the
      obligation under the Interest Rate Swap Agreement to pay any such Swap
      Termination Payment (or any shortfall in the Net Swap Payment), will be made
      by
      one or more of the REMIC Regular Interests issued by the resecuritization REMIC
      subsequent to such REMIC Regular Interest receiving its full payment from any
      such Class A or Mezzanine Certificate. 

     

    The
      REMIC
      regular interest corresponding to a Class A or Mezzanine Certificate will be
      entitled to receive interest and principal payments at the times and in the
      amounts equal to those made on the certificate to which it corresponds, except
      that (i) the maximum interest rate of that REMIC regular interest will equal
      the
      Net WAC Rate computed for this purpose by limiting the Base Calculation Amount
      of the Interest Rate Swap Agreement to the aggregate Stated Principal Balance
      of
      the Mortgage Loans and (ii) any Swap Termination Payment will be treated as
      being payable solely from Net Monthly Excess Cashflow. As a result of the
      foregoing, the amount of distributions and taxable income on the REMIC regular
      interest corresponding to a Class A or Mezzanine Certificate may exceed the
      actual amount of distributions on such Certificate

     

    SECTION
      4.07 Commission
      Reporting.

     

    (a) The
      Trustee and the Servicer shall reasonably cooperate with the Depositor in
      connection with the Trust’s satisfying the reporting requirements under the
      Exchange Act.

     

    (b) (i)
      Within 12 calendar days after each Distribution Date, the Trustee shall, in
      accordance with industry standards, file with the Commission via the Electronic
      Data Gathering and Retrieval System (“EDGAR”), a Distribution Report on Form
      10-D, signed by the Depositor, with a copy of the monthly statement to be
      furnished by the Trustee to the Certificateholders for such Distribution Date.
      Any disclosure in addition to the monthly statement required to be included
      on
      the Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and
      prepared by the entity that is indicated in Exhibit T as the responsible party
      for providing that information, if other than the Trustee, and the Trustee
      will
      have no duty or liability to verify the accuracy or sufficiency of any such
      Additional Form 10-D Disclosure and the Trustee shall have no liability with
      respect to any failure to properly prepare or file such Form 10-D resulting
      from
      or relating to the Trustee’s inability or failure to obtain any information in a
      timely manner from the party responsible for delivery of such Additional Form
      10-D Disclosure.

     

    Within
      3
      calendar days after the related Distribution Date, each entity that is indicated
      in Exhibit T as the responsible party for providing Additional Form 10-D
      Disclosure shall be required to provide to the Trustee and the Depositor, to
      the
      extent known, clearly identifying which item of Form 10-D the information
      relates to, any Additional Form 10-D Disclosure, if applicable. The Trustee
      shall compile the information provided to it, prepare the Form 10-D and forward
      the Form 10-D to the Depositor for verification. The Depositor will approve,
      as
      to form and substance, or disapprove, as the case may be, the Form 10-D. No
      later than three Business Days prior to the 10th
      calendar
      day after the related Distribution Date, an officer of the Depositor shall
      sign
      the Form 10-D and return an electronic or fax copy of such signed Form 10-D
      (with an original executed hard copy to follow by overnight mail) to the
      Trustee. The
      Indenture Trustee shall have no liability with respect to any failure to
      properly file any Form 10-D resulting from or relating to the Depositor’s
      failure to timely comply with the provisions of this section.

     

    (ii) Within
      four (4) Business Days after the occurrence of an event requiring disclosure
      on
      Form 8-K (each such event, a “Reportable Event”), the Depositor shall prepare
      and file any Form 8-K, as required by the Exchange Act, in addition to the
      initial Form 8-K in connection with the issuance of the Certificates. Any
      disclosure or information related to a Reportable Event or that is otherwise
      required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be
      determined and prepared by the entity that is indicated in Exhibit T as the
      responsible party for providing that information.

     

    For
      so
      long as the Trust is subject to the Exchange Act reporting requirements, no
      later than the end of business on the second Business Day after the occurrence
      of a Reportable Event, the entity that is indicated in Exhibit T as the
      responsible party for providing Form 8-K Disclosure Information shall be
      required to provide to the Depositor, to the extent known, the form and
      substance of any Form 8-K Disclosure Information, if applicable. The Depositor
      shall compile the information provided to it, and prepare and file the Form
      8-K,
      which shall be signed by an officer of the Depositor.

     

    (iii) Prior
      to
      January 30 of the first year in which the Trustee is able to do so under
      applicable law, the Trustee shall, in accordance with industry standards, file
      a
      Form 15 Suspension Notice with respect to the Trust Fund, if applicable. On
      or
      before (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice
      shall have been filed, on or before March 15 of each year thereafter, the
      Servicer shall provide the Trustee with an Annual Compliance Statement, together
      with a copy of the Assessment of Compliance and Attestation Report to be
      delivered by the Servicer pursuant to Sections 3.20 and 3.21 (including with
      respect to any Sub-Servicer or any subcontractor, if required to be filed).
      Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice
      shall have been filed, March 31 of each year thereafter, the Trustee shall
      file
      a Form 10-K, in substance as required by applicable law or applicable Securities
      and Exchange Commission staff’s interpretations and conforming to industry
      standards, with respect to the Trust Fund. Such Form 10-K shall include the
      Assessment of Compliance, Attestation Report, Annual Compliance Statements
      and
      other documentation provided by the Servicer pursuant to Sections 3.20 and
      3.21
      (including with respect to any Sub-Servicer or subcontractor, if required to
      be
      filed) and Section 3.21 with respect to the Trustee, and the Form 10-K
      certification in the form attached hereto as Exhibit N-1 (the “Certification”)
      signed by the senior officer of the Depositor in charge of securitization.
      The
      Trustee shall receive the items described in the preceding sentence no later
      than March 15 of each calendar year prior to the filing deadline for the Form
      10-K.

     

    Any
      disclosure or information in addition to that described in the preceding
      paragraph that is required to be included on Form 10-K (“Additional Form 10-K
      Disclosure”) shall be determined and prepared by the entity that is indicated in
      Exhibit T as the responsible party for providing that information, if other
      than
      the Trustee, and the Trustee will have no duty or liability to verify the
      accuracy or sufficiency of any such Additional Form 10-K
      Disclosure.

     

    If
      information, data and exhibits to be included in the Form 10-K are not so timely
      delivered, the Trustee shall file an amended Form 10-K including such
      documents as exhibits reasonably promptly after they are delivered to the
      Trustee. The Trustee shall have no liability with respect to any failure to
      properly prepare or file such periodic reports resulting from or relating to
      the
      Trustee’s inability or failure to timely obtain any information from any other
      party.

     

    Prior
      to
      (x) March 1, 2007 and (y) unless and until a Form 15 Suspension Notice shall
      have been filed, prior to March 1 of each year thereafter, each entity that
      is
      indicated in Exhibit T as the responsible party for providing Additional Form
      10-K Disclosure shall be required to provide to the Trustee and the Depositor,
      to the extent known, the form and substance of any Additional Form 10-K
      Disclosure Information, if applicable. The Trustee shall compile the information
      provided to it, prepare the Form 10-K and forward the Form 10-K to the Depositor
      for verification. The Depositor will approve, as to form and substance, or
      disapprove, as the case may be, the Form 10-K by no later than March 25 of
      the
      relevant year (or the immediately preceding Business Day if March 25 is not
      a
      Business Day), an officer of the Depositor shall sign the Form 10-K and return
      an electronic or fax copy of such signed Form 10-K (with an original executed
      hard copy to follow by overnight mail) to the Trustee.

     

    The
      Servicer shall be responsible for determining the pool concentration applicable
      to any Sub-Servicer to which the Servicer delegated any of its responsibilities
      with respect to the Mortgage Loans at any time, for purposes of disclosure
      as
      required by Items 1117 and 1119 of Regulation AB. The Trustee will provide
      electronic or paper copies of all Form 10-D, 8-K and 10-K filings free of charge
      to any Certificateholder upon request. Any expenses incurred by the Trustee
      in
      connection with the previous sentence shall be reimbursable to the Trustee
      out
      of the Trust Fund. The Indenture Trustee shall have no liability with respect
      to
      any failure to properly file any Form 10-K resulting from or relating to the
      Depositor’s failure to timely comply with the provisions of this
      section.

     

    The
      Trustee shall sign a certification (in the form attached hereto as
      Exhibit N-2) for the benefit of the Depositor and its officers, directors
      and Affiliates in respect of items 1 through 3 of the Certification (provided,
      however, that the Trustee shall not undertake an analysis of the Attestation
      Report attached as an exhibit to the Form 10-K), and the Servicer shall sign
      a
      certification (the “Servicer Certification) solely with respect to the Servicer
      (in the form attached hereto as Exhibit N-3) for the benefit of the
      Depositor, the Trustee and each Person, if any, who “controls” the Depositor or
      the Trustee within the meaning of the Securities Act of 1933, as amended, and
      their respective officers and directors. Each such certification shall be
      delivered to the Depositor and the Trustee by March 15th
      of each
      year (or if not a Business Day, the immediately preceding Business Day). The
      Certification attached hereto as Exhibit N-1 shall be delivered to the
      Trustee by March 20th
      for
      filing on or prior to March 30th
      of each
      year (or if not a Business Day, the immediately preceding Business
      Day).

     

    (c) (A)
      The
      Trustee shall indemnify and hold harmless the Depositor, the Servicer and their
      respective officers, directors and Affiliates from and against any losses,
      damages, penalties, fines, forfeitures, reasonable and necessary legal fees
      and
      related costs, judgments and other costs and expenses arising out of or based
      upon (i) a breach of the Trustee’s obligations under this Section 4.07 caused by
      the Trustee’s negligence, bad faith or willful misconduct in connection
      therewith or (ii) any material misstatement or omission in the Assessment of
      Compliance delivered by the Trustee pursuant to Section 3.21, and (B) the
      Servicer shall indemnify and hold harmless the Depositor, the Trustee and their
      respective officers, directors and Affiliates from and against any actual
      losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
      fees and related costs, judgments and other costs and expenses arising out
      of or
      based upon (i) the failure of the Servicer to timely deliver the Servicer
      Certification or (ii) any material misstatement or omission in the Statement
      as
      to Compliance delivered by the Servicer pursuant to Section 3.20, the Assessment
      of Compliance delivered by the Servicer pursuant to Section 3.21 or the Servicer
      Certification. If the indemnification provided for herein is unavailable or
      insufficient to hold harmless the Depositor, then (i) the Trustee agrees that
      it
      shall contribute to the amount paid or payable by the Depositor as a result
      of
      the losses, claims, damages or liabilities of the Depositor in such proportion
      as is appropriate to reflect the relative fault of the Depositor on the one
      hand
      and the Trustee on the other in connection with a breach of the Trustee’s
      obligations under this Section 4.07 caused by the Trustee’s negligence, bad
      faith or willful misconduct in connection therewith and (ii) the Servicer agrees
      that it shall contribute to the amount paid or payable by the Depositor and
      the
      Trustee as a result of the losses, claims, damages or liabilities of the
      Depositor and the Trustee in such proportion as is appropriate to reflect the
      relative fault of the Depositor and the Trustee on the one hand and the Servicer
      on the other in connection with the Servicer Certification and the related
      obligations of the Servicer under this Section 4.07.

     

    Upon
      any
      filing with the Securities and Exchange Commission, the Trustee shall promptly
      deliver to the Depositor a copy of any such executed report, statement or
      information.

     

    SECTION
      4.08 Net
      WAC
      Rate Carryover Reserve Account.

     

    No
      later
      than the Closing Date, the Trustee shall establish and maintain with itself
      a
      separate, segregated trust account titled, “Net WAC Rate Carryover Reserve
      Account, Deutsche Bank National Trust Company, as Trustee, in trust for
      registered Holders of First Franklin Mortgage Loan Trust 2006-FF8 Asset-Backed
      Certificates, Series 2006-FF8” All amounts deposited in the Net WAC Rate
      Carryover Reserve Account shall be distributed to the Holders of the Class
      A and
      Mezzanine Certificates in the manner set forth in Section 4.01(d).

     

    On
      each
      Distribution Date as to which there is a Net WAC Rate Carryover Amount payable
      to the Class A or Mezzanine Certificates, the Trustee has been directed by
      the
      Class C Certificateholders to, and therefore will, deposit into the Net WAC
      Rate
      Carryover Reserve Account the amounts described in Section 4.01(d)(iv), rather
      than distributing such amounts to the Class C Certificateholders. In addition,
      any payments received by the Trustee under the Basis Risk Cap Agreement on
      each
      Distribution Date will be deposited into the Net WAC Rate Carryover Reserve
      Account. On each such Distribution Date, the Trustee shall hold all such amounts
      for the benefit of the Holders of the Class A and Mezzanine Certificates, and
      will distribute such amounts to the Holders of the Class A and Mezzanine
      Certificates in the amounts and priorities set forth in Section
      4.01(d).

     

    It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be
      disregarded as an entity separate from the Holder of the Class C Certificates
      unless and until the date when either (a) there is more than one Class C
      Certificateholder or (b) any Class of Certificates in addition to the Class
      C
      Certificates is recharacterized as an equity interest in the Net WAC Rate
      Carryover Reserve Account for federal income tax purposes, in which case it
      is
      the intention of the parties hereto that, for federal and state income and
      state
      and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account
      be
      treated as a partnership. All amounts deposited into the Net WAC Rate Carryover
      Reserve Account (other than amounts received under the Basis Risk Cap Agreement)
      be treated as amounts distributed by REMIC 3 to the Holder of the Class C
      Interest and by REMIC 4 to the Holder of the Class C Certificates. The Net
      WAC
      Rate Carryover Reserve Account will be an “outside reserve fund” within the
      meaning of Treasury regulation Section 1.860G-2(h). Upon the termination of
      the
      Trust, or the payment in full of the Class A and Mezzanine Certificates, all
      amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account
      will
      be released by the Trust and distributed to the Holders of the Class C
      Certificates or their designees. The Net WAC Rate Carryover Reserve Account
      will
      be part of the Trust but not part of any REMIC and any payments to the Holders
      of the Class A and Mezzanine Certificates of Net WAC Rate Carryover Amounts
      will
      not be payments with respect to a “regular interest” in a REMIC within the
      meaning of Code Section 860(G)(a)(1).

     

    By
      accepting a Class C Certificate, each Class C Certificateholder hereby agrees
      to
      direct the Trustee, and the Trustee hereby is directed, to deposit into the
      Net
      WAC Rate Carryover Reserve Account the amounts described above on each
      Distribution Date as to which there is any Net WAC Rate Carryover Amount rather
      than distributing such amounts to the Class C Certificateholders. By accepting
      a
      Class C Certificate, each Class C Certificateholder further agrees that such
      direction is given for good and valuable consideration, the receipt and
      sufficiency of which is acknowledged by such acceptance.

     

    Amounts
      on deposit in the Net WAC Rate Carryover Reserve Account shall remain
      uninvested.

     

    For
      federal tax return and information reporting, the right of the Holders of the
      Class A Certificates and the Class M Certificates to receive payments from
      the
      Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover
      Amount may have more than a de
      minimis
      value.

     

    SECTION
      4.09 Distributions
      on the REMIC Regular Interests.

     

    On
      each
      Distribution Date, the Trustee shall cause in the following order of priority,
      the following amounts which shall be deemed to be distributed by REMIC 1 to
      REMIC 2 on account of the REMIC 1 Regular Interests or withdrawn from the
      Distribution Account and distributed to the holders of the Class R Certificates
      (in respect of the Class R-1 Interest), as the case may be:

     

    (i) to
      Holders of each of REMIC 1 Regular Interest I and REMIC 1 Regular Interest
      I-1-A
      through I-32-B, on a pro
      rata
      basis,
      in an amount equal to (A) Uncertificated Accrued Interest for such REMIC 1
      Regular Interests for such Distribution Date, plus (B) any amounts payable
      in
      respect thereof remaining unpaid from previous Distribution Dates;

     

    (ii) to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (A)
      above, payments of principal shall be allocated as follows: first, to REMIC
      1
      Regular Interest I and then to REMIC Regular Interests I-1-A through I-32-B
      starting with the lowest numerical denomination until the Uncertificated
      Principal Balance of each such REMIC 1 Regular Interest is reduced to zero,
      provided that, for REMIC 1 Regular Interests with the same numerical
      denomination, such payments of principal shall be allocated pro rata between
      such REMIC 1 Regular Interests; and

     

    (iii) to
      the
      Holders of REMIC 1 Regular Interest I-32-B, (A) on each Distribution Date,
      100%
      of the amount paid in respect of Prepayment Charges and (B) on the Distribution
      Date immediately following the expiration of the latest Prepayment Charge as
      identified on the Prepayment Charge Schedule or any Distribution Date thereafter
      until $100 has been distributed pursuant to this clause.

     

    (b) On
      each
      Distribution Date, the Trustee shall cause in the following order of priority,
      the following amounts which shall be deemed to be distributed by REMIC 2 to
      REMIC 3 on account of the REMIC 2 Regular Interests or withdrawn from the
      Distribution Account and distributed to the holders of the Class R Certificates
      (in respect of the Class R-2 Interest), as the case may be:

     

    (i) first,
      to
      the Holders of REMIC 2 Regular Interest LTIO, in an amount equal to (A)
      Uncertificated Accrued Interest for such REMIC 2 Regular Interest for such
      Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from
      previous Distribution Dates;

     

    (ii) second,
      to the extent of Available Funds, to Holders of REMIC 2 Regular Interest LTAA,
      REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
      Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest
      LTIIA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC
      2
      Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest
      LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2
      Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest
      LTM10, REMIC 2 Regular Interest LTM11, REMIC 2 Regular Interest LTM12, REMIC
      2
      Regular Interest LTZZ and REMIC 2 Regular Interest LTP, on a pro
      rata
      basis,
      in an amount equal to (A) the Uncertificated Accrued Interest for such
      Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from
      previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest
      in respect of REMIC 2 Regular Interest LTZZ shall be reduced and deferred when
      the REMIC 2 Overcollateralization Amount is less than the REMIC 2
      Overcollateralization Target Amount, by the lesser of (x) the amount of such
      difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount
      and such amount will be payable to the Holders of REMIC 2 Regular Interest
      LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC
      2
      Regular Interest LTIIA3, REMIC 2 Regular Interest LTIIA4, REMIC 2 Regular
      Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3,
      REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular
      Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8,
      REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular
      Interest LTM11 and REMIC 2 Regular Interest LTM12 in the same proportion as
      the
      Overcollateralization Deficiency Amount is allocated to the Corresponding
      Certificates and the Uncertificated Principal Balance of the REMIC 2 Regular
      Interest LTZZ shall be increased by such amount; and

     

    (iii) third,
      to
      the Holders of REMIC 2 Regular Interests, in an amount equal to the remainder
      of
      the Available Funds for such Distribution Date after the distributions made
      pursuant to clause (i) above, allocated as follows:

     

    (a) 98.00%
      of
      such remainder to the Holders of REMIC 2 Regular Interest LTAA and REMIC 2
      Regular Interest LTP, until the Uncertificated Principal Balance of such
      Uncertificated REMIC 2 Regular Interest is reduced to zero; provided, however,
      that REMIC 2 Regular Interest LTP shall not be reduced until the Distribution
      Date immediately following the expiration of the latest Prepayment Charge as
      identified on the Prepayment Charge Schedule or any Distribution Date
      thereafter, at which point such amount shall be distributed to REMIC 2 Regular
      Interest LTP, until $100 has been distributed pursuant to this
      clause;

     

    (b) 2.00%
      of
      such remainder first, to the Holders of REMIC 2 Regular Interest LTIA1, REMIC
      2
      Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular
      Interest LTIIA3, REMIC 2 Regular Interest LTIIA4, REMIC 2 Regular Interest
      LTM1,
      REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
      Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
      REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
      Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest LTM11
      and REMIC 2 Regular Interest LTM12 1.00% of and in the same proportion as
      principal payments are allocated to the Corresponding Certificates, until the
      Uncertificated Principal Balances of such REMIC 2 Regular Interests are reduced
      to zero, and second, to the Holders of REMIC 2 Regular Interest LTZZ, 1.00%
      of
      such remainder, until the Uncertificated Principal Balance of such REMIC 2
      Regular Interest is reduced to zero; and

     

    (c) any
      remaining amount to the Holders of the Class R Certificates (in respect of
      the
      Class R-1 Interest);

     

    provided,
      however, that (i) 98.00% and (ii) 2.00% of any principal payments that are
      attributable to an Overcollateralization Release Amount shall be allocated
      to
      Holders of (i) REMIC 2 Regular Interest LTAA and REMIC 2 Regular Interest LTP,
      in that order and (ii) REMIC 2 Regular Interest LTZZ, respectively; provided
      that REMIC 2 Regular Interest LTP shall not be reduced until the Distribution
      Date immediately following the expiration of the latest Prepayment Charge as
      identified on the Prepayment Charge Schedule or any Distribution Date
      thereafter, at which point such amount shall be distributed to REMIC 2 Regular
      Interest LTP, until $100 has been distributed pursuant to this
      clause.

     

    SECTION
      4.10 Allocation
      of Realized Losses.

     

    (a) All
      Realized Losses on the Mortgage Loans allocated to any Regular Certificate
      shall
      be allocated by the Trustee on each Distribution Date as follows: first, to
      Net
      Monthly Excess Cashflow; second, to Net Swap Payments received under the
      Interest Rate Swap Agreement; third, to the Class C Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero; fourth, to
      the
      Class M-12 Certificates, until the Certificate Principal Balance thereof has
      been reduced to zero; fifth, to the Class M-11 Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero; sixth, to the
      Class M-10 Certificates, until the Certificate Principal Balance thereof has
      been reduced to zero; seventh, to the Class M-9 Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero; eighth, to
      the
      Class M-8 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero; ninth, to the Class M-7 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero; tenth, to the Class M-6
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; eleventh, to the Class M-5 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero, twelfth, to the Class M-4
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero, thirteenth, to the Class M-3 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero, fourteenth, to the Class
      M-2
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero and fifteenth, to the Class M-1 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero. All Realized Losses to
      be
      allocated to the Certificate Principal Balances of all Classes on any
      Distribution Date shall be so allocated after the actual distributions to be
      made on such date as provided above. All references above to the Certificate
      Principal Balance of any Class of Certificates shall be to the Certificate
      Principal Balance of such Class immediately prior to the relevant Distribution
      Date, before reduction thereof by any Realized Losses, in each case to be
      allocated to such Class of Certificates, on such Distribution Date.

     

    Any
      allocation of Realized Losses to a Mezzanine Certificate on any Distribution
      Date shall be made by reducing the Certificate Principal Balance thereof by
      the
      amount so allocated; any allocation of Realized Losses to a Class C Certificates
      shall be made first by reducing the amount otherwise payable in respect thereof
      pursuant to Section 4.01(d)(iv). No allocations of any Realized Losses shall
      be
      made to the Certificate Principal Balances of the Class A Certificates or the
      Class P Certificates.

     

    (b) With
      respect to the REMIC 1 Regular Interests, all Realized Losses on the Mortgage
      Loans shall be allocated shall be allocated by the Securities Administrator
      on
      each Distribution Date, first to REMIC 1 Regular Interest I until the
      Uncertificated Principal Balance has been reduced to zero, and second, to REMIC
      1 Regular Interest I-1-A through REMIC 1 Regular Interest I-32-B, starting
      with
      the lowest numerical denomination until such REMIC 1 Regular Interest has been
      reduced to zero, provided that, for REMIC 1 Regular Interests with the same
      numerical denomination, such Realized Losses shall be allocated pro rata between
      such REMIC 1 Regular Interests.

     

    (c) With
      respect to the REMIC 2 Regular Interests, all Realized Losses on the Mortgage
      Loans shall be deemed to have been allocated in the specified percentages,
      as
      follows: first, to Uncertificated Accrued Interest payable to the REMIC 2
      Regular Interest LTAA and REMIC 2 Regular Interest LTZZ up to an aggregate
      amount equal to the REMIC 2 Interest Loss Allocation Amount, 98% and 2%,
      respectively; second, to the Uncertificated Principal Balances of REMIC 2
      Regular Interest LTAA and REMIC 2 Regular Interest LTZZ up to an aggregate
      amount equal to the REMIC 2 Principal Loss Allocation Amount, 98% and 2%,
      respectively; third, to the Uncertificated Principal Balances of REMIC 2 Regular
      Interest LTAA, REMIC 2 Regular Interest LTM12 and REMIC 2 Regular Interest
      LTZZ,
      98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of
      REMIC 2 Regular Interest LTM12 has been reduced to zero; fourth, to the
      Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2
      Regular Interest LTM11 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
      Interest LTM11 has been reduced to zero; fifth, to the Uncertificated Principal
      Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM10 and
      REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Principal Balance of REMIC 2 Regular Interest LTM10 has been
      reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC 2
      Regular Interest LTAA, REMIC 2 Regular Interest LTM9 and REMIC 2 Regular
      Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC 2 Regular Interest LTM9 has been reduced to zero; seventh,
      to
      the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC
      2
      Regular Interest LTM8 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
      Interest LTM8 has been reduced to zero; eighth, to the Uncertificated Principal
      Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM7 and
      REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Principal Balance of REMIC 2 Regular Interest LTM7 has been
      reduced to zero; ninth, to the Uncertificated Principal Balances of REMIC 2
      Regular Interest LTAA, REMIC 2 Regular Interest LTM6 and REMIC 2 Regular
      Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC 2 Regular Interest LTM6 has been reduced to zero; tenth, to
      the
      Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2
      Regular Interest LTM5 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
      Interest LTM5 has been reduced to zero; eleventh, to the Uncertificated
      Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest
      LTM4 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until
      the
      Uncertificated Principal Balance of REMIC 2 Regular Interest LTM4 has been
      reduced to zero; twelfth, to the Uncertificated Principal Balances of REMIC
      2
      Regular Interest LTAA, REMIC 2 Regular Interest LTM3 and REMIC 2 Regular
      Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC 2 Regular Interest LTM3 has been reduced to zero; thirteenth,
      to the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA,
      REMIC
      2 Regular Interest LTM2 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
      Interest LTM2 has been reduced to zero; fourteenth, to the Uncertificated
      Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest
      LTM1 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until
      the
      Uncertificated Principal Balance of REMIC 2 Regular Interest LTM1 has been
      reduced to zero.

     

    SECTION
      4.11 Cap
      Account.

     

    (a) No
      later
      than the Closing Date, the Trustee shall establish and maintain with itself,
      a
      separate, segregated trust account titled, “Deutsche Bank National Trust
      Company, as Cap Trustee, in trust for the registered holders of First Franklin
      Mortgage Loan Trust 2006-FF8, Asset-Backed Certificates, Series 2006-FF8—Cap
      Account.” Such account shall be an Eligible Account and amounts therein shall be
      held uninvested.

     

    (b) On
      each
      Distribution Date, pursuant to the Cap Allocation Agreement, the Cap Trustee,
      prior to any distribution to any Certificate, shall deposit into the Cap Account
      amounts received pursuant to the Interest Rate Cap Agreement for distribution
      in
      accordance with Section 4.01(f) above. 

     

    (c) It
      is the intention of the parties hereto that, for federal and state income and
      state and local franchise tax purposes, the Cap Account be disregarded as an
      entity separate from the Holder of the Class C Certificates unless and until
      the
      date when either (a) there is more than one Class C Certificateholder or (b)
      any
      Class of Certificates in addition to the Class C Certificates is recharacterized
      as an equity interest in the Cap Account for federal income tax purposes, in
      which case it is the intention of the parties hereto that, for federal and
      state
      income and state and local franchise tax purposes, the Cap Account be treated
      as
      a partnership. The
      Cap
      Account will be an “outside reserve fund” within the meaning of Treasury
      Regulation Section 1.860G-2(h). Upon the termination of the Trust Fund, or
      the
      payment in full of the Class A Certificates and the Mezzanine Certificates,
      all
      amounts remaining on deposit in the Cap Account shall be released by the Trust
      Fund and distributed to the Class C Certificateholders or their designees.
      The
      Cap Account shall be part of the Trust Fund but not part of any Trust REMIC
      and
      any payments to the Holders of the Floating Rate Certificates of Net WAC Rate
      Carryover Amounts will not be payments with respect to a “regular interest” in a
      REMIC within the meaning of Code Section 860(G)(a)(1).

     

    (d) The
      Trustee shall, at the direction of the Depositor, enforce all of its rights
      and
      exercise any remedies under the Swap Agreement. In the event the Interest Rate
      Cap Agreement is terminated as a result of the designation by either party
      thereto of an Early Termination Date (as defined therein), the Trustee shall,
      at
      the direction of the Depositor, appoint a replacement counterparty to enter
      into
      a replacement interest rate cap agreement. The Trustee shall have no
      responsibility with regard to the selection of a replacement cap provider or
      the
      negotiation of a replacement interest rate cap agreement. Any Termination
      Payment received by the Trustee shall be deposited in the Cap Account and shall
      be used to make any upfront payment required under a replacement swap agreement
      and any upfront payment received from the counterparty to a replacement swap
      agreement shall be used to pay any Termination Payment owed to the Cap
      Provider.***

     

    (e) By
      accepting a Class C Certificate, each Class C Certificateholder hereby agrees
      to
      direct the Trustee, and the Trustee is hereby directed, to deposit into the
      Cap
      Account the amounts described above on each Distribution Date.

     

    For
      federal income tax purposes, the right of the Class A Certificates and Mezzanine
      Certificates to receive payments from the Cap Account may have more than a
      de
      minimis
      value.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      V

     

    THE
      CERTIFICATES

     

    SECTION
      5.01 The
      Certificates.

     

    Each
      of
      the Class A Certificates, the Mezzanine Certificates, the Class P Certificates,
      the Class C Certificates and the Residual Certificates shall be substantially
      in
      the forms annexed hereto as exhibits, and shall, on original issue, be executed,
      authenticated and delivered by the Trustee to or upon the order of the Depositor
      concurrently with the sale and assignment to the Trustee of the Trust Fund.
      The
      Class A and Mezzanine Certificates shall be initially evidenced by one or more
      Certificates representing a Percentage Interest with a minimum dollar
      denomination of $25,000 and integral dollar multiples of $1.00 in excess
      thereof, provided that Class A and Mezzanine Certificates must be purchased
      in
      minimum total investments of $100,000 per class, except that one Certificate
      of
      each such Class of Certificates may be in a different denomination so that
      the
      sum of the denominations of all outstanding Certificates of such Class shall
      equal the Certificate Principal Balance of such Class on the Closing Date.
      The
      Class P Certificates, the Class C Certificates and the Residual Certificates
      are
      issuable in any Percentage Interests; provided, however, that the sum of all
      such percentages for each such Class totals 100% and no more than ten
      Certificates of each Class may be issued and outstanding at any one
      time.

     

    The
      Certificates shall be executed on behalf of the Trust by manual or facsimile
      signature on behalf of the Trustee by a Responsible Officer. Certificates
      bearing the manual or facsimile signatures of individuals who were, at the
      time
      when such signatures were affixed, authorized to sign on behalf of the Trustee
      shall bind the Trust, notwithstanding that such individuals or any of them
      have
      ceased to be so authorized prior to the authentication and delivery of such
      Certificates or did not hold such offices at the date of such Certificate.
      No
      Certificate shall be entitled to any benefit under this Agreement or be valid
      for any purpose, unless such Certificate shall have been manually authenticated
      by the Trustee substantially in the form provided for herein, and such
      authentication upon any Certificate shall be conclusive evidence, and the only
      evidence, that such Certificate has been duly authenticated and delivered
      hereunder. All Certificates shall be dated the date of their authentication.
      Subject to Section 5.02(c), the Class A and Mezzanine Certificates shall be
      Book-Entry Certificates. The other Classes of Certificates shall not be
      Book-Entry Certificates.

     

    SECTION
      5.02 Registration
      of Transfer and Exchange of Certificates.

     

    (a) The
      Certificate Registrar shall cause to be kept at the Corporate Trust Office
      a
      Certificate Register in which, subject to such reasonable regulations as it
      may
      prescribe, the Certificate Registrar shall provide for the registration of
      Certificates and of transfers and exchanges of Certificates as herein provided.
      The Trustee shall initially serve as Certificate Registrar for the purpose
      of
      registering Certificates and transfers and exchanges of Certificates as herein
      provided.

     

    Upon
      surrender for registration of transfer of any Certificate at any office or
      agency of the Certificate Registrar maintained for such purpose pursuant to
      the
      foregoing paragraph which office shall initially be the offices designated
      by
      the Trustee and, in the case of a Residual Certificate, upon satisfaction of
      the
      conditions set forth below, the Trustee on behalf of the Trust shall execute,
      authenticate and deliver, in the name of the designated transferee or
      transferees, one or more new Certificates of the same aggregate Percentage
      Interest.

     

    At
      the
      option of the Certificateholders, Certificates may be exchanged for other
      Certificates in authorized denominations and the same aggregate Percentage
      Interests, upon surrender of the Certificates to be exchanged at any such office
      or agency. Whenever any Certificates are so surrendered for exchange, the
      Trustee shall execute on behalf of the Trust and authenticate and deliver the
      Certificates which the Certificateholder making the exchange is entitled to
      receive. Every Certificate presented or surrendered for registration of transfer
      or exchange shall (if so required by the Trustee or the Certificate Registrar)
      be duly endorsed by, or be accompanied by a written instrument of transfer
      satisfactory to the Trustee and the Certificate Registrar duly executed by,
      the
      Holder thereof or his attorney duly authorized in writing. In addition, (i)
      with
      respect to each Class R Certificate, the holder thereof may exchange, in the
      manner described above, such Class R Certificate for two separate certificates,
      each representing such holder’s respective Percentage Interest in the Class R-1
      Interest, the Class R-2 Interest and the Class R-3 Interest that was evidenced
      by the Class R Certificate being exchanged and (ii) with respect to each Class
      R-X Certificate, the holder thereof may exchange, in the manner described above,
      such Class R-X Certificate for three separate certificates, each representing
      such holder’s respective Percentage Interest in the Class R-4 Interest, the
      Class R-5 Interest and the Class R-6 Interest that was evidenced by the Class
      R-X Certificate being exchanged.

     

    (b) Except
      as
      provided in paragraph (c) below, the Book-Entry Certificates shall at all times
      remain registered in the name of the Depository or its nominee and at all times:
      (i) registration of such Certificates may not be transferred by the Trustee
      except to another Depository; (ii) the Depository shall maintain book-entry
      records with respect to the Certificate Owners and with respect to ownership
      and
      transfers of such Certificates; (iii) ownership and transfers of registration
      of
      such Certificates on the books of the Depository shall be governed by applicable
      rules established by the Depository; (iv) the Depository may collect its usual
      and customary fees, charges and expenses from its Depository Participants;
      (v)
      the Trustee shall for all purposes deal with the Depository as representative
      of
      the Certificate Owners of the Certificates for purposes of exercising the rights
      of Holders under this Agreement, and requests and directions for and votes
      of
      such representative shall not be deemed to be inconsistent if they are made
      with
      respect to different Certificate Owners; (vi) the Trustee may rely and shall
      be
      fully protected in relying upon information furnished by the Depository with
      respect to its Depository Participants and furnished by the Depository
      Participants with respect to indirect participating firms and Persons shown
      on
      the books of such indirect participating firms as direct or indirect Certificate
      Owners; and (vii) the direct participants of the Depository shall have no rights
      under this Agreement under or with respect to any of the Certificates held
      on
      their behalf by the Depository, and the Depository may be treated by the Trustee
      and its agents, employees, officers and directors as the absolute owner of
      the
      Certificates for all purposes whatsoever.

     

    All
      transfers by Certificate Owners of Book-Entry Certificates shall be made in
      accordance with the procedures established by the Depository Participant or
      brokerage firm representing such Certificate Owners. Each Depository Participant
      shall only transfer Book-Entry Certificates of Certificate Owners that it
      represents or of brokerage firms for which it acts as agent in accordance with
      the Depository’s normal procedures. The parties hereto are hereby authorized to
      execute a Letter of Representations with the Depository or take such other
      action as may be necessary or desirable to register a Book-Entry Certificate
      to
      the Depository. In the event of any conflict between the terms of any such
      Letter of Representation and this Agreement, the terms of this Agreement shall
      control.

     

    (c) If
      (i)(x)
      the Depository or the Depositor advises the Trustee in writing that the
      Depository is no longer willing or able to discharge properly its
      responsibilities as Depository and (y) the Trustee or the Depositor is unable
      to
      locate a qualified successor or (ii) after the occurrence of a Servicer Event
      of
      Termination, the Certificate Owners of the Book-Entry Certificates representing
      Percentage Interests of such Classes aggregating not less than 51% advise the
      Trustee and Depository through the Financial Intermediaries and the Depository
      Participants in writing that the continuation of a book-entry system through
      the
      Depository to the exclusion of definitive, fully registered certificates (the
      “Definitive Certificates”) to Certificate Owners is no longer in the best
      interests of the Certificate Owners. Upon surrender to the Certificate Registrar
      of the Book-Entry Certificates by the Depository, accompanied by registration
      instructions from the Depository for registration, the Trustee shall, in the
      case of (i) and (ii) above, execute on behalf of the Trust and authenticate
      the
      Definitive Certificates. Neither the Depositor nor the Trustee shall be liable
      for any delay in delivery of such instructions and may conclusively rely on,
      and
      shall be protected in relying on, such instructions. Upon the issuance of
      Definitive Certificates, the Trustee, the Certificate Registrar, the Servicer,
      any Paying Agent and the Depositor shall recognize the Holders of the Definitive
      Certificates as Certificateholders hereunder.

     

    (d) No
      transfer, sale, pledge or other disposition of any Class M-12, Class C
      Certificate, Class P Certificate or Residual Certificate (the “Private
      Certificates”) shall be made unless such disposition is exempt from the
      registration requirements of the Securities Act of 1933, as amended (the “1933
      Act”), and any applicable state securities laws or is made in accordance with
      the 1933 Act and laws. In the event of any such transfer (other than in
      connection with (i) the initial transfer of any such Certificate by the
      Depositor to an Affiliate of the Depositor or, in the case of the Class R-X
      Certificates, the first transfer by an Affiliate of the Depositor, (ii) the
      transfer of any such Class C, Class P or Residual Certificate to the issuer
      under the Indenture or the indenture trustee under the Indenture or (iii) a
      transfer of any such Class C, Class P or Residual Certificate from the issuer
      under the Indenture or the indenture trustee under the Indenture to the
      Depositor or an Affiliate of the Depositor), (i) unless such transfer is made
      in
      reliance upon Rule 144A (as evidenced by the investment letter delivered to
      the
      Trustee, in substantially the form attached hereto as Exhibit J) under the
      1933
      Act, the Trustee and the Depositor shall require a written Opinion of Counsel
      (which may be in-house counsel) acceptable to and in form and substance
      reasonably satisfactory to the Trustee and the Depositor that such transfer
      may
      be made pursuant to an exemption, describing the applicable exemption and the
      basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act,
      which Opinion of Counsel shall not be an expense of the Trustee or the Depositor
      or (ii) the Trustee shall require the transferor to execute a transferor
      certificate (in substantially the form attached hereto as Exhibit L) and the
      transferee to execute an investment letter (in substantially the form attached
      hereto as Exhibit J) acceptable to and in form and substance reasonably
      satisfactory to the Depositor and the Trustee certifying to the Depositor and
      the Trustee the facts surrounding such transfer, which investment letter shall
      not be an expense of the Trustee or the Depositor. The Holder of a Private
      Certificate desiring to effect such transfer shall, and does hereby agree to,
      indemnify the Trustee and the Depositor against any liability that may result
      if
      the transfer is not so exempt or is not made in accordance with such federal
      and
      state laws.

     

    Notwithstanding
      the foregoing, in the event of any such transfer of any Ownership Interest
      in
      any Private Certificate that is a Book-Entry Certificate, except with respect
      to
      the initial transfer of any such Ownership Interest by the Depositor, such
      transfer shall be required to be made in reliance upon Rule 144A under the
      1933
      Act, and the transferor will be deemed to have made each of the transferor
      representations and warranties set forth Exhibit L hereto in respect of such
      interest as if it was evidenced by a Definitive Certificate and the transferee
      will be deemed to have made each of the transferee representations and
      warranties set forth Exhibit J hereto in respect of such interest as if it
      was
      evidenced by a Definitive Certificate. The Certificate Owner of any such
      Ownership Interest in any such Book-Entry Certificate desiring to effect such
      transfer shall, and does hereby agree to, indemnify the Trustee and the
      Depositor against any liability that may result if the transfer is not so exempt
      or is not made in accordance with such federal and state laws.

     

    Notwithstanding
      the foregoing, no certification or Opinion of Counsel described above in this
      Section 5.02(d) will be required in connection with the transfer, on the Closing
      Date, of any Residual Certificate by the Depositor to an “accredited investor”
within the meaning of Rule 501 of the 1933 Act.

     

    No
      transfer of a Private Certificate or any interest therein shall be made to
      any
      Plan, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person acquiring such Certificates with “Plan Assets” of a Plan within the
      meaning of the Department of Labor regulation promulgated at 29 C.F.R. §
2510.3-101 (“Plan Assets”), as certified by such transferee in the form of
      Exhibit M, unless the Trustee is provided with an Opinion of Counsel for the
      benefit of the Depositor, the Trustee and the Servicer and on which they may
      rely which establishes to the satisfaction of the Trustee that the purchase
      of
      such Certificates is permissible under applicable law, will not constitute
      or
      result in any prohibited transaction under ERISA or Section 4975 of the Code
      and
      will not subject the Depositor, the Servicer, the Trustee or the Trust Fund
      to
      any obligation or liability (including obligations or liabilities under ERISA
      or
      Section 4975 of the Code) in addition to those undertaken in this Agreement,
      which Opinion of Counsel shall not be an expense of the Depositor, the Servicer,
      the Trustee or the Trust Fund. Neither a certification nor an Opinion of Counsel
      will be required in connection with (i) the initial transfer of any such
      Certificate by the Depositor to an Affiliate of the Depositor, (ii) the transfer
      of any such Class C, Class P or Residual Certificate to the issuer under the
      Indenture or the indenture trustee under the Indenture or (iii) a transfer
      of
      any such Class C, Class P or Residual Certificate from the issuer under the
      Indenture or the indenture trustee under the Indenture to the Depositor or
      an
      Affiliate of the Depositor (in which case, the Depositor or any Affiliate
      thereof shall have deemed to have represented that such Affiliate is not a
      Plan
      or a Person investing Plan Assets) and the Trustee shall be entitled to
      conclusively rely upon a representation (which, upon the request of the Trustee,
      shall be a written representation) from the Transferor of the status of such
      transferee as an affiliate of the Depositor.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, no Transfer of a Class
      A or
      Mezzanine Certificate shall be made unless either (i) the Trustee shall have
      received a representation from the transferee (in the form of Exhibit M) of
      such
      Certificate acceptable to and in form and substance satisfactory to the Trustee,
      to the effect that such transferee is not a Plan, or a Person acting on behalf
      of a Plan or using the assets a Plan, or (ii) the transferee is deemed to
      represent that (a) such Plan is an accredited investor within the meaning of
      Prohibited Transaction Exemption (“PTE”) 2002-41, 67 Fed. Reg 54487 (August 22,
      2002), and (b) the proposed transfer or holding of such Certificate is eligible
      for exemptive relief under an individual or class prohibited transaction
      exemption, including, but not limited to, for the Class A Certificates,
      Prohibited Transaction Exemption (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1, PTCE
      95-60 or PTE 96-23 and for the Mezzanine Certificates, PTCE 95-60.

     

    Subsequent
      to the termination of the Supplemental Interest Trust, each Transferee of a
      Mezzanine Certificate will be deemed to have represented by virtue of its
      purchase or holding of such Certificate (or interest therein) that either (a)
      such Transferee is not a Plan or purchasing such Certificate with Plan Assets
      or
      (b) the following conditions are satisfied: (i) such Transferee is an insurance
      company, (ii) the source of funds used to purchase or hold such Certificate
      (or
      interest therein) is an “insurance company general account” as defined in PTCE
      95-60, and (iii) the conditions set forth in Sections I and III of PTCE 95-60
      have been satisfied.

     

    If
      any
      Certificate or any interest therein is acquired or held in violation of the
      provisions of the three preceding paragraphs, the next preceding permitted
      beneficial owner will be treated as the beneficial owner of that Certificate
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any such Certificate
      or interest therein was effected in violation of the provisions of the two
      preceding paragraphs shall indemnify and hold harmless the Depositor, the
      Servicer, the NIMS Insurer, the Trustee and the Trust from and against any
      and
      all liabilities, claims, costs or expenses incurred by those parties as a result
      of that acquisition or holding.

     

    Each
      Person who has or who acquires any Ownership Interest in a Residual Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions and to have irrevocably
      appointed the Depositor or its designee as its attorney-in-fact to negotiate
      the
      terms of any mandatory sale under clause (v) below and to execute all
      instruments of transfer and to do all other things necessary in connection
      with
      any such sale, and the rights of each Person acquiring any Ownership Interest
      in
      a Residual Certificate are expressly subject to the following
      provisions:

     

    (i) Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee and shall promptly notify the Trustee of any
      change or impending change in its status as a Permitted Transferee.

     

    (ii) No
      Person
      shall acquire an Ownership Interest in a Residual Certificate unless such
      Ownership Interest is a pro
      rata
      undivided interest.

     

    (iii) In
      connection with any proposed transfer of any Ownership Interest in a Residual
      Certificate, the Trustee shall as a condition to registration of the transfer,
      require delivery to it, in form and substance satisfactory to it, of each of
      the
      following:

     

    (A) an
      affidavit in the form of Exhibit K hereto from the proposed transferee to the
      effect that such transferee is a Permitted Transferee and that it is not
      acquiring its Ownership Interest in the Residual Certificate that is the subject
      of the proposed transfer as a nominee, trustee or agent for any Person who
      is
      not a Permitted Transferee; and

     

    (B) a
      covenant of the proposed transferee to the effect that the proposed transferee
      agrees to be bound by and to abide by the transfer restrictions applicable
      to
      the Residual Certificates.

     

    (iv) Any
      attempted or purported transfer of any Ownership Interest in a Residual
      Certificate in violation of the provisions of this Section shall be absolutely
      null and void and shall vest no rights in the purported transferee. If any
      purported transferee shall, in violation of the provisions of this Section,
      become a Holder of a Residual Certificate, then the prior Holder of such
      Residual Certificate that is a Permitted Transferee shall, upon discovery that
      the registration of transfer of such Residual Certificate was not in fact
      permitted by this Section, be restored to all rights as Holder thereof
      retroactive to the date of registration of transfer of such Residual
      Certificate. The Trustee shall be under no liability to any Person for any
      registration of transfer of a Residual Certificate that is in fact not permitted
      by this Section or for making any distributions due on such Residual Certificate
      to the Holder thereof or taking any other action with respect to such Holder
      under the provisions of this Agreement so long as the Trustee received the
      documents specified in clause (iii). The Trustee shall be entitled to recover
      from any Holder of a Residual Certificate that was in fact not a Permitted
      Transferee at the time such distributions were made all distributions made
      on
      such Residual Certificate. Any such distributions so recovered by the Trustee
      shall be distributed and delivered by the Trustee to the prior Holder of such
      Residual Certificate that is a Permitted Transferee.

     

    (v) If
      any
      Person other than a Permitted Transferee acquires any Ownership Interest in
      a
      Residual Certificate in violation of the restrictions in this Section, then
      the
      Trustee shall have the right but not the obligation, without notice to the
      Holder of such Residual Certificate or any other Person having an Ownership
      Interest therein, to notify the Depositor to arrange for the sale of such
      Residual Certificate. The proceeds of such sale, net of commissions (which
      may
      include commissions payable to the Depositor or its affiliates in connection
      with such sale), expenses and taxes due, if any, will be remitted by the Trustee
      to the previous Holder of such Residual Certificate that is a Permitted
      Transferee, except that in the event that the Trustee determines that the Holder
      of such Residual Certificate may be liable for any amount due under this Section
      or any other provisions of this Agreement, the Trustee may withhold a
      corresponding amount from such remittance as security for such claim. The terms
      and conditions of any sale under this clause (v) shall be determined in the
      sole
      discretion of the Trustee and it shall not be liable to any Person having an
      Ownership Interest in a Residual Certificate as a result of its exercise of
      such
      discretion.

     

    (vi) If
      any
      Person other than a Permitted Transferee acquires any Ownership Interest in
      a
      Residual Certificate in violation of the restrictions in this Section, then
      the
      Trustee upon receipt of reasonable compensation will provide to the Internal
      Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6)
      of
      the Code, information needed to compute the tax imposed under Section 860E(e)(5)
      of the Code on transfers of residual interests to disqualified
      organizations.

     

    The
      foregoing provisions of this Section shall cease to apply to transfers occurring
      on or after the date on which there shall have been delivered to the Trustee
      and
      the NIMS Insurer, in form and substance satisfactory to the Trustee and the
      NIMS
      Insurer, (i) written notification from each Rating Agency that the removal
      of
      the restrictions on transfer set forth in this Section will not cause such
      Rating Agency to downgrade its rating of the Certificates and (ii) an Opinion
      of
      Counsel to the effect that such removal will not cause any REMIC created
      hereunder to fail to qualify as a REMIC.

     

    (e) No
      service charge shall be made for any registration of transfer or exchange of
      Certificates of any Class, but the Certificate Registrar may require payment
      of
      a sum sufficient to cover any tax or governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    All
      Certificates surrendered for registration of transfer or exchange shall be
      canceled by the Certificate Registrar and disposed of pursuant to its standard
      procedures.

     

    SECTION
      5.03 Mutilated,
      Destroyed, Lost or Stolen Certificates.

     

    If
      (i)
      any mutilated Certificate is surrendered to the Certificate Registrar or the
      Certificate Registrar receives evidence to its satisfaction of the destruction,
      loss or theft of any Certificate and (ii) there is delivered to the Trustee,
      the
      Depositor, the NIMS Insurer and the Certificate Registrar such security or
      indemnity as may be required by them to save each of them harmless, then, in
      the
      absence of notice to the Trustee or the Certificate Registrar that such
      Certificate has been acquired by a bona fide purchaser, the Trustee shall
      execute on behalf of the Trust, authenticate and deliver, in exchange for or
      in
      lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
      Certificate of like tenor and Percentage Interest. Upon the issuance of any
      new
      Certificate under this Section, the Trustee or the Certificate Registrar may
      require the payment of a sum sufficient to cover any tax or other governmental
      charge that may be imposed in relation thereto and any other expenses (including
      the fees and expenses of the Trustee and the Certificate Registrar) in
      connection therewith. Any duplicate Certificate issued pursuant to this Section,
      shall constitute complete and indefeasible evidence of ownership in the Trust,
      as if originally issued, whether or not the lost, stolen or destroyed
      Certificate shall be found at any time.

     

    SECTION
      5.04 Persons
      Deemed Owners.

     

    The
      Servicer, the Depositor, the Trustee, the NIMS Insurer, the Certificate
      Registrar, any Paying Agent and any agent of the Servicer, the Depositor, the
      Trustee, the NIMS Insurer, the Certificate Registrar or any Paying Agent may
      treat the Person, including a Depository, in whose name any Certificate is
      registered as the owner of such Certificate for the purpose of receiving
      distributions pursuant to Section 4.01 and for all other purposes whatsoever,
      and none of the Servicer, the Trust, the Trustee nor any agent of any of them
      shall be affected by notice to the contrary.

     

    SECTION
      5.05 Appointment
      of Paying Agent.

     

    (a) The
      Paying Agent shall make distributions to Certificateholders from the
      Distribution Account pursuant to Section 4.01 and shall report the amounts
      of
      such distributions to the Trustee. The duties of the Paying Agent may include
      the obligation (i) to withdraw funds from the Collection Account pursuant to
      Section 3.11(a) and for the purpose of making the distributions referred to
      above and (ii) to distribute statements and provide information to
      Certificateholders as required hereunder. The Paying Agent hereunder shall
      at
      all times be an entity duly organized and validly existing under the laws of
      the
      United States of America or any state thereof, authorized under such laws to
      exercise corporate trust powers and subject to supervision or examination by
      federal or state authorities. The Paying Agent shall initially be the Trustee.
      The Trustee may appoint a successor to act as Paying Agent, which appointment
      shall be reasonably satisfactory to the Depositor and the NIMS
      Insurer.

     

    (b) The
      Trustee shall cause the Paying Agent (if other than the Trustee) to execute
      and
      deliver to the Trustee an instrument in which such Paying Agent shall agree
      with
      the Trustee that such Paying Agent shall hold all sums, if any, held by it
      for
      payment to the Certificateholders in trust for the benefit of the
      Certificateholders entitled thereto until such sums shall be paid to such
      Certificateholders and shall agree that it shall comply with all requirements
      of
      the Code regarding the withholding of payments in respect of Federal income
      taxes due from Certificate Owners and otherwise comply with the provisions
      of
      this Agreement applicable to it.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      VI

     

    THE
      SERVICER, THE DEPOSITOR
      AND THE
      CREDIT RISK MANAGER

     

    SECTION
      6.01 Liability
      of the Servicer and the Depositor.

     

    The
      Servicer shall be liable in accordance herewith only to the extent of the
      obligations specifically imposed upon and undertaken by Servicer herein. The
      Depositor shall be liable in accordance herewith only to the extent of the
      obligations specifically imposed upon and undertaken by the
      Depositor.

     

    SECTION
      6.02 Merger
      or
      Consolidation of, or Assumption of the Obligations of, the Servicer or the
      Depositor.

     

    Any
      entity into which the Servicer or Depositor may be merged or consolidated,
      or
      any entity resulting from any merger, conversion or consolidation to which
      the
      Servicer or the Depositor shall be a party, or any corporation succeeding to
      the
      business of the Servicer or the Depositor, shall be the successor of the
      Servicer or the Depositor, as the case may be, hereunder, without the execution
      or filing of any paper or any further act on the part of any of the parties
      hereto, anything herein to the contrary notwithstanding; provided, however,
      that
      the successor Servicer shall satisfy all the requirements of Section 7.02 with
      respect to the qualifications of a successor Servicer.

     

    SECTION
      6.03 Limitation
      on Liability of the Servicer and Others.

     

    Neither
      the Servicer nor the Depositor nor any of the directors or officers or employees
      or agents of the Servicer or the Depositor shall be under any liability to
      the
      Trust or the Certificateholders for any action taken or for refraining from
      the
      taking of any action by the Servicer or the Depositor in good faith pursuant
      to
      this Agreement, or for errors in judgment; provided, however, that this
      provision shall not protect the Servicer, the Depositor or any such Person
      against any liability which would otherwise be imposed by reason of its willful
      misfeasance, bad faith or negligence in the performance of duties of the
      Servicer or the Depositor, as the case may be, or by reason of its reckless
      disregard of its obligations and duties of the Servicer or the Depositor, as
      the
      case may be, hereunder. The Servicer and any director or officer or employee
      or
      agent of the Servicer may rely in good faith on any document of any kind prima
      facie properly executed and submitted by any Person respecting any matters
      arising hereunder. The Servicer and the Depositor, and any director or officer
      or employee or agent of the Servicer or the Depositor, shall be indemnified
      by
      the Trust and held harmless against any loss, liability or expense incurred
      in
      connection with (i) any legal action relating to this Agreement or the
      Certificates, other than any loss, liability or expense incurred by reason
      of
      its willful misfeasance, bad faith or negligence or by reason of its reckless
      disregard of its obligations and duties hereunder or by reason of its failure
      to
      perform its obligations or duties hereunder and (ii) any breach of a
      representation or warranty regarding the Mortgage Loans. The Servicer or the
      Depositor may initiate any such action which it may deem necessary or desirable
      in respect of this Agreement, and the rights and duties of the parties hereto
      and the interests of the Certificateholders hereunder. In such event, unless
      the
      Depositor or the Servicer acts without the consent of the Holders of
      Certificates entitled to at least 51% of the Voting Rights, the reasonable
      legal
      expenses and costs of such action and any liability resulting therefrom shall
      be
      expenses, costs and liabilities of the Trust and the Servicer shall be entitled
      to be reimbursed therefor from the Collection Account as and to the extent
      provided in Section 3.11, any such right of reimbursement being prior to the
      rights of the Certificateholders to receive any amount in the Collection
      Account. The Servicer’s right to indemnity or reimbursement pursuant to this
      Section shall survive any resignation or termination of the Servicer pursuant
      to
      Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities
      arising prior to such resignation or termination (or arising from events that
      occurred prior to such resignation or termination). This paragraph shall apply
      to the Servicer solely in its capacity as Servicer hereunder and in no other
      capacities. Without limiting the foregoing, the Servicer shall undertake to
      defend any claims against the Trust Fund, the Trustee and/or itself initiated
      by
      a Borrower or otherwise related to the servicing of any Mortgage Loan, the
      reasonable legal expenses and costs of such action and any liability resulting
      therefrom shall be expenses, costs and liabilities of the Trust and the Servicer
      shall be entitled to be reimbursed therefor from the Collection Account as
      and
      to the extent provided in Section 3.11, any such right of reimbursement being
      prior to the rights of the Certificateholders to receive any amount in the
      Collection Account.

     

    Neither
      the Credit Risk Manager, nor any of the directors, officers, employees or agents
      of the Credit Risk Manager, shall be under any liability to the Trustee, the
      Certificateholders or the Depositor for any action taken or for refraining
      from
      the taking of any action in good faith pursuant to this Agreement, in reliance
      upon information provided by Servicer under the Credit Risk Management Agreement
      or for errors in judgment; provided, however, that this provision shall not
      protect the Credit Risk Manager or any such person against liability that would
      otherwise be imposed by reason of willful malfeasance, bad faith or negligence
      in its performance of its duties or by reason of reckless disregard for its
      obligations and duties under this Agreement or the Credit Risk Management
      Agreement. The Credit Risk Manager and any director, officer, employee or agent
      of the Credit Risk Manager may rely in good faith on any document of any kind
      prima facie properly executed and submitted by any Person respecting any matters
      arising hereunder, and may rely in good faith upon the accuracy of information
      furnished by the Servicer pursuant to the Credit Risk Management Agreement
      in
      the performance of its duties thereunder and hereunder.

    


    SECTION
      6.04 Servicer
      Not to Resign.

     

    The
      Servicer shall not resign from the obligations and duties hereby imposed on
      it
      except (i) upon determination that its duties hereunder are no longer
      permissible under applicable law or are in material conflict by reason of
      applicable law with any other activities carried on by it or its subsidiaries
      or
      Affiliates, the other activities of the Servicer so causing such a conflict
      being of a type and nature carried on by the Servicer or its subsidiaries or
      Affiliates at the date of this Agreement or (ii) upon satisfaction of the
      following conditions: (a) the Servicer has proposed a successor servicer to
      the
      Trustee and the NIMS Insurer in writing and such proposed successor servicer
      is
      reasonably acceptable to the Trustee and the NIMS Insurer and (b) each Rating
      Agency shall have delivered a letter to the Trustee and the NIMS Insurer prior
      to the appointment of the successor servicer stating that the proposed
      appointment of such successor servicer as Servicer hereunder will not result
      in
      the reduction or withdrawal of the then current rating of the Certificates;
      provided, however, that no such resignation by the Servicer shall become
      effective until such successor servicer or, in the case of (i) above, the
      Trustee shall have assumed the Servicer’s responsibilities and obligations
      hereunder or the Trustee shall have designated, with the consent of the NIMS
      Insurer, a successor servicer in accordance with Section 7.02. Except as
      expressly provided herein, the Servicer shall not assign or transfer any of
      its
      rights, benefits or privileges hereunder to any other Person, or delegate to
      or
      subcontract with, or authorize or appoint any other Person to perform any of
      the
      duties, covenants or obligations to be performed by the Servicer hereunder.
      The
      foregoing prohibition on assignment shall not prohibit the Servicer from
      designating a Sub-Servicer as payee of any indemnification amount payable to
      the
      Servicer hereunder; provided, however, no Sub-Servicer shall be a third-party
      beneficiary hereunder and the parties hereto shall not be required to recognize
      any Subservicer as an indemnitee under this Agreement.

     

    SECTION
      6.05 Delegation
      of Duties.

     

    In
      the
      ordinary course of business, the Servicer at any time may delegate any of its
      duties hereunder to any Person, including any of its Affiliates, who agrees
      to
      conduct such duties in accordance with standards comparable to those set forth
      in Section 3.01. Such delegation shall not relieve the Servicer of its
      liabilities and responsibilities with respect to such duties and shall not
      constitute a resignation within the meaning of Section 6.04. Except as provided
      in Section 3.02, no such delegation is permitted that results in the delegee
      subservicing any Mortgage Loans. The Servicer shall provide the Trustee and
      the
      NIMS Insurer with 60 days prior written notice prior to the delegation of any
      of
      its duties to any Person other than any of the Servicer’s Affiliates or their
      respective successors and assigns.

     

    SECTION
      6.06 [Reserved].

     

    SECTION
      6.07 Inspection.

     

    The
      Servicer, in its capacity as Servicer, shall afford the Trustee and the NIMS
      Insurer, upon reasonable notice, during normal business hours, access to all
      records maintained by the Servicer in respect of its rights and obligations
      hereunder and access to officers of the Servicer responsible for such
      obligations.

     

    SECTION
      6.08 Duties
      of
      the Credit Risk Manager.

     

    For
      and
      on behalf of the Depositor, the Credit Risk Manager will provide reports and
      recommendations concerning certain delinquent and defaulted Mortgage Loans,
      and
      as to the collection of any Prepayment Charges with respect to the Mortgage
      Loans. Such reports and recommendations will be based upon information provided
      to the Credit Risk Manager pursuant to the respective Credit Risk Management
      Agreement, and the Credit Risk Manager shall look solely to the Servicer for
      all
      information and data (including loss and delinquency information and data)
      relating to the servicing of the Mortgage Loans. Upon any termination of the
      Credit Risk Manager or the appointment of a successor Credit Risk Manager,
      the
      Depositor shall give written notice thereof to the Servicer, the Trustee and
      each Rating Agency. Notwithstanding the foregoing, the termination of the Credit
      Risk Manager pursuant to this Section shall not become effective until the
      appointment of a successor Credit Risk Manager.

     

    SECTION
      6.09 Limitation
      Upon Liability of the Credit Risk Manager.

     

    Neither
      the Credit Risk Manager, nor any of its directors, officers, employees, or
      agents shall be under any liability to the Trustee, the Certificateholders,
      the
      Trustee, the Servicer or the Depositor for any action taken or for refraining
      from the taking of any action made in good faith pursuant to this Agreement,
      in
      reliance upon information provided by the Servicer under the Credit Risk
      Management Agreement, or for errors in judgment; provided, however, that this
      provision shall not protect the Credit Risk Manager or any such person against
      liability that would otherwise be imposed by reason of willful malfeasance
      or
      bad faith in its performance of its duties. The Credit Risk Manager and any
      director, officer, employee, or agent of the Credit Risk Manager may rely in
      good faith on any document of any kind prima
      facie
      properly
      executed and submitted by any Person respecting any matters arising hereunder,
      and may rely in good faith upon the accuracy of information furnished by the
      Servicer pursuant to the Credit Risk Management Agreement in the performance
      of
      its duties thereunder and hereunder.

     

    SECTION
      6.10 Removal
      of the Credit Risk Manager.

     

    The
      Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders
      holding not less than 66 2/3% of the Voting Rights in the Trust Fund, in the
      exercise of its or their sole discretion. The Certificateholders shall provide
      written notice of the Credit Risk Manager’s removal to the Trustee. Upon receipt
      of such notice, the Trustee shall provide written notice to the Credit Risk
      Manager of its removal, which shall be effective upon receipt of such notice
      by
      the Credit Risk Manager.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      VII

     

    DEFAULT

     

    SECTION
      7.01 Servicer
      Events of Termination.

     

    (a) If
      any
      one of the following events (“Servicer Events of Termination”) shall occur and
      be continuing:

     

    (i) (A)
      The
      failure by the Servicer to make any Advance;
      or (B)
      any other failure by the Servicer to deposit in the Collection Account or the
      Distribution Account any deposit required to be made under the terms of this
      Agreement which continues unremedied for a period of one Business Day after
      the
      date upon which written notice of such failure shall have been given to the
      Servicer by the Trustee or to the Servicer and the Trustee by the NIMS Insurer
      or any Holders of a Regular Certificate evidencing at least 25% of the Voting
      Rights; or

     

    (ii) The
      failure by the Servicer to make any required Servicing Advance which failure
      continues unremedied for a period of 30 days, or the failure by the Servicer
      duly to observe or perform, in any material respect, any other covenants,
      obligations or agreements of the Servicer as set forth in this Agreement, which
      failure continues unremedied for a period of 30 days (or
      if
      such failure or breach cannot be remedied within 30 days, then such remedy
      shall
      have been commenced within 30 days and diligently pursued thereafter; provided,
      however, that in no event shall such failure or breach be allowed to exist
      for a
      period of greater than 90 days), after the date (A) on which written notice
      of
      such failure, requiring the same to be remedied, shall have been given to the
      Servicer by the Trustee or to the Trustee by the NIMS Insurer or any Holders
      of
      a Regular Certificate evidencing at least 25% of the Voting Rights or (B) of
      actual knowledge of such failure by a Servicing Officer of the Servicer;
      or

     

    (iii) The
      entry
      against the Servicer of a decree or order by a court or agency or supervisory
      authority having jurisdiction in the premises for the appointment of a trustee,
      conservator, receiver or liquidator in any insolvency, conservatorship,
      receivership, readjustment of debt, marshalling of assets and liabilities or
      similar proceedings, or for the winding up or liquidation of its affairs, and
      the continuance of any such decree or order unstayed and in effect for a period
      of 60 days; or

     

    (iv) The
      Servicer shall voluntarily go into liquidation, consent to the appointment
      of a
      conservator or receiver or liquidator or similar person in any insolvency,
      readjustment of debt, marshalling of assets and liabilities or similar
      proceedings of or relating to the Servicer or of or relating to all or
      substantially all of its property; or a decree or order of a court or agency
      or
      supervisory authority having jurisdiction in the premises for the appointment
      of
      a conservator, receiver, liquidator or similar person in any insolvency,
      readjustment of debt, marshalling of assets and liabilities or similar
      proceedings, or for the winding-up or liquidation of its affairs, shall have
      been entered against the Servicer and such decree or order shall have remained
      in force undischarged, unbonded or unstayed for a period of 60 days; or the
      Servicer shall admit in writing its inability to pay its debts generally as
      they
      become due, file a petition to take advantage of any applicable insolvency
      or
      reorganization statute, make an assignment for the benefit of its creditors
      or
      voluntarily suspend payment of its obligations.

     

    (b) then,
      and
      in each and every such case, so long as a Servicer Event of Termination shall
      not have been remedied within the applicable grace period, (x) with respect
      solely to clause (i)(A) above, if such Advance is not made by 5:00 P.M., New
      York time, on the Business Day immediately following the Servicer Remittance
      Date (provided the Trustee shall give the Servicer and the Servicer shall have
      received notice of such failure to advance by 5:00 P.M. New York time on the
      Servicer Remittance Date), the Trustee shall, at the direction of the NIMS
      Insurer, terminate all of the rights and obligations of the Servicer under
      this
      Agreement, to the extent permitted by law, and in and to the Mortgage Loans
      and
      the proceeds thereof and the Trustee, or a successor servicer appointed in
      accordance with Section 7.02, shall immediately make such Advance and assume,
      pursuant to Section 7.02, the duties of a successor Servicer and (y) in the
      case
      of (i)(B), (ii), (iii) or (iv) above, the Trustee shall, at the direction of
      the
      NIMS Insurer or the Holders of each Class of Regular Certificates evidencing
      Percentage Interests aggregating not less than 51%, by notice then given in
      writing to the Servicer (and to the Trustee if given by the NIMS Insurer or
      the
      Holders of Certificates), terminate all of the rights and obligations of the
      Servicer as servicer under this Agreement. Any such notice to the Servicer
      shall
      also be given to each Rating Agency, the Depositor and the Servicer. On or
      after
      the receipt by the Servicer (and by the Trustee if such notice is given by
      the
      Holders) of such written notice, all authority and power of the Servicer under
      this Agreement, whether with respect to the Certificates or the Mortgage Loans
      or otherwise, shall pass to and be vested in the Trustee pursuant to and under
      this Section; and, without limitation, and the Trustee is hereby authorized
      and
      empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact
      or otherwise, any and all documents and other instruments, and to do or
      accomplish all other acts or things necessary or appropriate to effect the
      purposes of such notice of termination, whether to complete the transfer and
      endorsement of each Mortgage Loan and related documents or otherwise. The
      Servicer agrees to cooperate with the Trustee (or the applicable successor
      Servicer) in effecting the termination of the responsibilities and rights of
      the
      Servicer hereunder, including, without limitation, the delivery to the Trustee
      of all documents and records requested by it to enable it to assume the
      Servicer’s functions under this Agreement within ten Business Days subsequent to
      such notice, the transfer within one Business Day subsequent to such notice
      to
      the Trustee (or the applicable successor Servicer) for the administration by
      it
      of all cash amounts that shall at the time be held by the Servicer and to be
      deposited by it in the Collection Account, the Distribution Account, any REO
      Account or any Servicing Account or that have been deposited by the Servicer
      in
      such accounts or thereafter received by the Servicer with respect to the
      Mortgage Loans or any REO Property received by the Servicer. All reasonable
      costs and expenses (including attorneys’ fees) incurred in connection with
      transferring the Mortgage Files to the successor Servicer and amending this
      Agreement to reflect such succession as Servicer pursuant to this Section shall
      be paid by the predecessor Servicer (or if the predecessor Servicer is the
      Trustee, the initial Servicer) upon presentation of reasonable documentation
      of
      such costs and expenses and to the extent not paid by the Servicer, by the
      Trust.

     

    Notwithstanding
      the termination of the Servicer hereunder, the Servicer shall be entitled to
      reimbursement of all unpaid Servicing Fees and all unreimbursed Advances and
      Servicing Advances in the manner and at the times set forth herein.

     

    SECTION
      7.02 Trustee
      to Act; Appointment of Successor.

     

    (a) From
      the
      time the Servicer (and the Trustee, if notice is sent by the Holders) receives
      a
      notice of termination pursuant to Section 7.01 or 6.04, the Trustee (or such
      other successor Servicer as is approved in accordance with this Agreement)
      shall
      be the successor in all respects to the Servicer in its capacity as servicer
      under this Agreement and the transactions set forth or provided for herein
      and
      shall be subject to all the responsibilities, duties and liabilities relating
      thereto placed on the Servicer by the terms and provisions hereof arising on
      and
      after its succession. Notwithstanding the foregoing, the parties hereto agree
      that the Trustee, in its capacity as successor Servicer, immediately will assume
      all of the obligations of the Servicer to make advances. Notwithstanding the
      foregoing, the Trustee, in its capacity as successor Servicer, shall not be
      responsible for the lack of information and/or documents that it cannot obtain
      through reasonable efforts. It is understood and agreed by the parties hereto
      that there will be a period of transition (not to exceed 90 days) before the
      transition of servicing obligations is fully effective. As compensation
      therefor, the Trustee (or such other successor Servicer) shall be entitled
      to
      such compensation as the Servicer would have been entitled to hereunder if
      no
      such notice of termination had been given. Notwithstanding the above, (i) if
      the
      Trustee is unwilling to act as successor Servicer or (ii) if the Trustee is
      legally unable so to act, the Trustee shall appoint or petition a court of
      competent jurisdiction to appoint, any established housing and home finance
      institution, bank or other mortgage loan or home equity loan servicer having
      a
      net worth of not less than $50,000,000 as the successor to the Servicer
      hereunder in the assumption of all or any part of the responsibilities, duties
      or liabilities of the Servicer hereunder; provided, that the appointment of
      any
      such successor Servicer shall be approved by the NIMS Insurer (such approval
      not
      to be unreasonably withheld), as evidenced by the prior written consent of
      the
      NIMS Insurer, and will not result in the qualification, reduction or withdrawal
      of the ratings assigned to the Certificates by the Rating Agencies as evidenced
      by a letter to such effect from the Rating Agencies. Pending appointment of
      a
      successor to the Servicer hereunder, the Trustee shall act in such capacity
      as
      hereinabove provided. In connection with such appointment and assumption, the
      successor shall be entitled to receive compensation out of payments on Mortgage
      Loans in an amount equal to the compensation which the Servicer would otherwise
      have received pursuant to Section 3.18 (or such other compensation as the
      Trustee and such successor shall agree, not to exceed the Servicing Fee). The
      appointment of a successor Servicer shall not affect any liability of the
      predecessor Servicer which may have arisen under this Agreement prior to its
      termination as Servicer to pay any deductible under an insurance policy pursuant
      to Section 3.14, to reimburse the Trustee pursuant to Section 3.06 or to
      indemnify the Trustee or the NIMS Insurer pursuant to Section 8.05(c)), nor
      shall any successor Servicer be liable for any acts or omissions of the
      predecessor Servicer or for any breach by such Servicer of any of its
      representations or warranties contained herein or in any related document or
      agreement. The Trustee and such successor shall take such action, consistent
      with this Agreement, as shall be necessary to effectuate any such succession.
      All Servicing Transfer Costs shall be paid by the predecessor Servicer upon
      presentation of reasonable documentation of such costs, and if such predecessor
      Servicer defaults in its obligation to pay such costs, such costs shall be
      paid
      by the successor Servicer or the Trustee (in which case the successor Servicer
      or the Trustee, as applicable, shall be entitled to reimbursement therefor
      from
      the assets of the Trust).

     

    (b) Any
      successor to the Servicer, including the Trustee, shall during the term of
      its
      service as servicer continue to service and administer the Mortgage Loans for
      the benefit of Certificateholders, and maintain in force a policy or policies
      of
      insurance covering errors and omissions in the performance of its obligations
      as
      Servicer hereunder and a fidelity bond in respect of its officers, employees
      and
      agents to the same extent as the Servicer is so required pursuant to Section
      3.14.

     

    SECTION
      7.03 Waiver
      of
      Defaults.

     

    The
      Majority Certificateholders may, on behalf of all Certificateholders and with
      the consent of the NIMS Insurer, waive any events permitting removal of the
      Servicer as servicer pursuant to this Article VII, provided, however, that
      the
      Majority Certificateholders may not waive a default in making a required
      distribution on a Certificate without the consent of the Holder of such
      Certificate and the consent of the NIMS Insurer. Upon any waiver of a past
      default, such default shall cease to exist and any Servicer Event of Termination
      arising therefrom shall be deemed to have been remedied for every purpose of
      this Agreement. No such waiver shall extend to any subsequent or other default
      or impair any right consequent thereto except to the extent expressly so waived.
      Notice of any such waiver shall be given by the Trustee to the Rating Agencies
      and the NIMS Insurer.

     

    SECTION
      7.04 Notification
      to Certificateholders.

     

    (a) Upon
      any
      termination or appointment of a successor to the Servicer pursuant to this
      Article VII or Section 6.04, the Trustee shall give prompt written notice
      thereof to the Certificateholders at their respective addresses appearing in
      the
      Certificate Register, the NIMS Insurer and each Rating Agency.

     

    (b) No
      later
      than 60 days after the occurrence of any event which constitutes or which,
      with
      notice or a lapse of time or both, would constitute a Servicer Event of
      Termination or within five Business Days after a Responsible Officer of the
      Trustee becomes aware of the occurrence of such an event, the Trustee shall
      transmit by mail to all Certificateholders and to the NIMS Insurer notice of
      such occurrence unless such default or Servicer Event of Termination shall
      have
      been waived or cured.

     

    SECTION
      7.05 Survivability
      of Servicer Liabilities.

     

    Notwithstanding
      anything herein to the contrary, upon termination of the Servicer hereunder,
      any
      liabilities of the Servicer which accrued prior to such termination shall
      survive such termination.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      VIII

     

    THE
      TRUSTEE

     

    SECTION
      8.01 Duties
      of
      Trustee.

     

    The
      Trustee, prior to the occurrence of a Servicer Event of Termination and after
      the curing of all Servicer Events of Termination which may have occurred,
      undertakes to perform such duties and only such duties as are specifically
      set
      forth in this Agreement. If a Servicer Event of Termination has occurred (which
      has not been cured) of which a Responsible Officer has knowledge, the Trustee
      shall exercise such of the rights and powers vested in it by this Agreement,
      and
      use the same degree of care and skill in their exercise, as a prudent man would
      exercise or use under the circumstances in the conduct of his own
      affairs.

     

    The
      Trustee, upon receipt of all resolutions, certificates, statements, opinions,
      reports, documents, orders or other instruments furnished to the Trustee which
      are specifically required to be furnished pursuant to any provision of this
      Agreement, shall examine them to determine whether they conform to the
      requirements of this Agreement; provided, however, that the Trustee will not
      be
      responsible for the accuracy or content of any such resolutions, certificates,
      statements, opinions, reports, documents or other instruments. If any such
      instrument is found not to conform to the requirements of this Agreement in
      a
      material manner the Trustee shall take such action as it deems appropriate
      to
      have the instrument corrected, and if the instrument is not corrected to the
      Trustee’s satisfaction, the Trustee will provide notice thereof to the
      Certificateholders and the NIMS Insurer.

     

    No
      provision of this Agreement shall be construed to relieve the Trustee from
      liability for its own negligent action, its own negligent failure to act or
      its
      own misconduct; provided, however, that:

     

    (i) prior
      to
      the occurrence of a Servicer Event of Termination, and after the curing of
      all
      such Servicer Events of Termination which may have occurred, the duties and
      obligations of the Trustee shall be determined solely by the express provisions
      of this Agreement, the Trustee shall not be liable except for the performance
      of
      such duties and obligations as are specifically set forth in this Agreement,
      no
      implied covenants or obligations shall be read into this Agreement against
      the
      Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee
      may conclusively rely, as to the truth of the statements and the correctness
      of
      the opinions expressed therein, upon any certificates or opinions furnished
      to
      the Trustee and conforming to the requirements of this Agreement;

     

    (ii) the
      Trustee shall not be personally liable for an error of judgment made in good
      faith by a Responsible Officer of the Trustee, unless it shall be proved that
      the Trustee was negligent in ascertaining the pertinent facts;

     

    (iii) the
      Trustee shall not be personally liable with respect to any action taken,
      suffered or omitted to be taken by it in good faith in accordance with the
      direction of the NIMS Insurer or the Majority Certificateholders relating to
      the
      time, method and place of conducting any proceeding for any remedy available
      to
      the Trustee, or exercising or omitting to exercise any trust or power conferred
      upon the Trustee, under this Agreement; and

     

    (iv) the
      Trustee shall not be charged with knowledge of any failure by the Servicer
      to
      comply with the obligations of the Servicer referred to in clauses (i) and
      (ii)
      of Section 7.01(a) or of the existence of any Servicer Event of Termination
      unless a Responsible Officer of the Trustee at the Corporate Trust Office
      obtains actual knowledge of such failure or the Trustee receives written notice
      of such failure from the Depositor, the Servicer, the NIMS Insurer or the
      Majority Certificateholders.

     

    The
      Trustee shall not be required to expend or risk its own funds or otherwise
      incur
      financial liability in the performance of any of its duties hereunder, or in
      the
      exercise of any of its rights or powers, if there is reasonable ground for
      believing that the repayment of such funds or adequate indemnity against such
      risk or liability is not reasonably assured to it, and none of the provisions
      contained in this Agreement shall in any event require the Trustee to perform,
      or be responsible for the manner of performance of, any of the obligations
      of
      the Servicer under this Agreement, except during such time, if any, as the
      Trustee shall be the successor to, and be vested with the rights, duties, powers
      and privileges of, the Servicer in accordance with the terms of this
      Agreement.

     

    SECTION
      8.02 Certain
      Matters Affecting the Trustee.

     

    (a) Except
      as
      otherwise provided in Section 8.01:

     

    (i) the
      Trustee may request and rely upon, and shall be protected in acting or
      refraining from acting upon, any resolution, Officers’ Certificate, certificate
      of auditors or any other certificate, statement, instrument, opinion, report,
      notice, request, consent, order, appraisal, bond or other paper or document
      reasonably believed by it to be genuine and to have been signed or presented
      by
      the proper party or parties, and the manner of obtaining consents and of
      evidencing the authorization of the execution thereof by Certificateholders
      shall be subject to such reasonable regulations as the Trustee may
      prescribe;

     

    (ii) the
      Trustee may consult with counsel and any Opinion of Counsel shall be full and
      complete authorization and protection in respect of any action taken or suffered
      or omitted by it hereunder in good faith and in accordance with such Opinion
      of
      Counsel;

     

    (iii) the
      Trustee shall be under no obligation to exercise any of the rights or powers
      vested in it by this Agreement, or to institute, conduct or defend any
      litigation hereunder or in relation hereto, at the request, order or direction
      of any of the Certificateholders or the NIMS Insurer, pursuant to the provisions
      of this Agreement, unless such Certificateholders or the NIMS Insurer, as
      applicable shall have offered to the Trustee reasonable security or indemnity
      against the costs, expenses and liabilities which may be incurred therein or
      thereby; the right of the Trustee to perform any discretionary act enumerated
      in
      this Agreement shall not be construed as a duty, and the Trustee shall not
      be
      answerable for other than its negligence or willful misconduct in the
      performance of any such act;

     

    (iv) the
      Trustee shall not be personally liable for any action taken, suffered or omitted
      by it in good faith and believed by it to be authorized or within the discretion
      or rights or powers conferred upon it by this Agreement;

     

    (v) prior
      to
      the occurrence of a Servicer Event of Termination and after the curing of all
      Servicer Events of Termination which may have occurred, the Trustee shall not
      be
      bound to make any investigation into the facts or matters stated in any
      resolution, certificate, statement, instrument, opinion, report, notice,
      request, consent, order, approval, bond or other paper or documents, unless
      requested in writing to do so by the NIMS Insurer or the Majority
      Certificateholder; provided, however, that if the payment within a reasonable
      time to the Trustee of the costs, expenses or liabilities likely to be incurred
      by it in the making of such investigation is, in the opinion of the Trustee,
      not
      reasonably assured to the Trustee by the security afforded to it by the terms
      of
      this Agreement, the Trustee may require reasonable indemnity against such cost,
      expense or liability as a condition to such proceeding. The reasonable expense
      of every such examination shall be paid by the Servicer or the NIMS Insurer
      (if
      requested by the NIMS Insurer) or, if paid by the Trustee, shall be reimbursed
      by the Servicer or the NIMS Insurer (if requested by the NIMS Insurer) upon
      demand and, if not reimbursed by the Servicer or the NIMS Insurer (if requested
      by the NIMS Insurer), shall be reimbursed by the Trust. Nothing in this clause
      (v) shall derogate from the obligation of the Servicer to observe any applicable
      law prohibiting disclosure of information regarding the Mortgagors;

     

    (vi) the
      Trustee shall not be accountable, shall have no liability and makes no
      representation as to any acts or omissions hereunder of the Servicer until
      such
      time as the Trustee may be required to act as Servicer pursuant to Section
      7.02
      and thereupon only for the acts or omissions of the Trustee as successor
      Servicer;

     

    (vii) the
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or by or through agents or attorneys, custodians
      or
      nominees;

     

    (viii) the
      right
      of the Trustee to perform any discretionary act enumerated in this Agreement
      shall not be construed as a duty, and the Trustee shall not be answerable for
      other than its negligence or willful misconduct in the performance of such
      act;

     

    (ix) the
      Trustee shall not be personally liable for any loss resulting from the
      investment of funds held in the Collection Account or the REO Account made
      at
      the direction of the Servicer pursuant to Section 3.12; and

     

    (x) the
      Trustee or its Affiliates are permitted to receive compensation that could
      be
      deemed to be in the Trustee’s economic self-interest for (i) serving as
      investment adviser, administrator, shareholder, servicing agent, custodian
      or
      sub-custodian with respect to certain of the Permitted Investments, (ii) using
      Affiliates to effect transactions in certain Permitted Investments and (iii)
      effecting transactions in certain Permitted Investments. Such compensation
      shall
      not be considered an amount that is reimbursable or payable pursuant to Section
      3.11.

     

    In
      order
      to comply with laws, rules, regulations and executive orders in effect from
      time
      to time applicable to banking institutions, including those relating to the
      funding of terrorist activities and money laundering (“Applicable Law”), the
      Trustee is required to obtain, verify and record certain information relating
      to
      individuals and entities which maintain a business relationship with the
      Trustee. Accordingly, each of the parties agrees to provide to the Trustee
      upon
      its request from time to time such identifying information and documentation
      as
      may be available for such party in order to enable the Trustee to comply with
      Applicable Law.

     

    SECTION
      8.03 Trustee
      Not Liable for Certificates or Mortgage Loans.

     

    The
      recitals contained herein and in the Certificates (other than the authentication
      of the Trustee on the Certificates) shall be taken as the statements of the
      Depositor, and the Trustee assumes no responsibility for the correctness of
      the
      same. The Trustee makes no representations as to the validity or sufficiency
      of
      this Agreement or of the Certificates (other than the signature and
      authentication of the Trustee on the Certificates) or of any Mortgage Loan
      or
      related document or MERS or the MERS System other than with respect to the
      Trustee’s execution and authentication of the Certificates. The Trustee shall
      not be accountable for the use or application by the Servicer, or for the use
      or
      application of any funds paid to the Servicer in respect of the Mortgage Loans
      or deposited in or withdrawn from the Collection Account by the Servicer. The
      Trustee shall at no time have any responsibility or liability for or with
      respect to the legality, validity and enforceability of any Mortgage or any
      Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance
      of any such perfection and priority, or for or with respect to the sufficiency
      of the Trust or its ability to generate the payments to be distributed to
      Certificateholders under this Agreement, including, without limitation: the
      existence, condition and ownership of any Mortgaged Property; the existence
      and
      enforceability of any hazard insurance thereon (other than if the Trustee shall
      assume the duties of the Servicer pursuant to Section 7.02); the validity of
      the
      assignment of any Mortgage Loan to the Trustee or of any intervening assignment;
      the completeness of any Mortgage Loan; the performance or enforcement of any
      Mortgage Loan (other than if the Trustee shall assume the duties of the Servicer
      pursuant to Section 7.02); the compliance by the Depositor, the Seller or the
      Servicer with any warranty or representation made under this Agreement or in
      any
      related document or the accuracy of any such warranty or representation prior
      to
      the Trustee’s receipt of notice or other discovery of any non-compliance
      therewith or any breach thereof; any investment of monies by or at the direction
      of the Servicer or any loss resulting therefrom, it being understood that the
      Trustee shall remain responsible for any Trust property that it may hold in
      its
      individual capacity; the acts or omissions of any of the Servicer (other than
      if
      the Trustee shall assume the duties of the Servicer pursuant to Section 7.02),
      any Sub-Servicer or any Mortgagor; any action of the Servicer (other than if
      the
      Trustee shall assume the duties of the Servicer pursuant to Section 7.02),
      or
      any Sub- Servicer taken in the name of the Trustee; the failure of the Servicer
      or any Sub-Servicer to act or perform any duties required of it as agent of
      the
      Trustee hereunder; or any action by the Trustee taken at the instruction of
      the
      Servicer (other than if the Trustee shall assume the duties of the Servicer
      pursuant to Section 7.02); provided, however, that the foregoing shall not
      relieve the Trustee of its obligation to perform its duties under this
      Agreement, including, without limitation, the Trustee’s duty to review the
      Mortgage Files pursuant to Section 2.01. The Trustee shall have no
      responsibility for filing any financing or continuation statement in any public
      office at any time or to otherwise perfect or maintain the perfection of any
      security interest or lien granted to it hereunder (unless the Trustee shall
      have
      become the successor Servicer).

     

    SECTION
      8.04 Trustee
      May Own Certificates.

     

    The
      Trustee in its individual or any other capacity may become the owner or pledgee
      of Certificates with the same rights as it would have if it were not Trustee
      and
      may transact any banking and trust business with the Seller, the Servicer,
      the
      Depositor or their Affiliates.

     

    SECTION
      8.05 Trustee
      Compensation, Custodial Fee and Expenses.

     

    (a) On
      each
      Distribution Date, prior to making any distributions to Certificateholders,
      the
      Trustee shall withdraw from the Distribution Account and pay to itself the
      Trustee Compensation payable on such Distribution Date consisting of all income
      earned on amounts on deposit in the Distribution Account. The Trustee shall
      be
      provided a copy of the separate fee schedule between the Depositor and the
      Custodian.

     

    (b) The
      Trustee, or any director, officer, employee or agent of the Trustee, shall
      be
      indemnified by the Trust Fund and held harmless against any loss, liability
      or
      expense (not including expenses and disbursements incurred or made by the
      Trustee, including the compensation and the expenses and disbursements of its
      agents and counsel, in the ordinary course of the Trustee’s performance in
      accordance with the provisions of this Agreement) incurred by the Trustee
      arising out of or in connection with the acceptance or administration of its
      obligations and duties under this Agreement, other than any loss, liability
      or
      expense (i) resulting from a breach of the Servicer’s obligations and duties
      under this Agreement for which the Trustee is indemnified under Section 8.05(b)
      or (ii) any loss, liability or expense incurred by reason of willful
      misfeasance, bad faith or negligence of the Trustee in
      the
      performance of its duties hereunder or by reason of the Trustee’s reckless
      disregard of obligations and duties hereunder
      or as a
      result of a breach of the Trustee’s obligations under Article X hereof. It is
      understood by the parties hereto that a “claim” as used in the preceding
      sentence includes any claim for indemnification made by the Custodian under
      Section 22 of the Custodial Agreement; provided, however, that the Trustee
      shall
      not lose any right it may have to indemnification under this Section 8.05 due
      to
      the willful misfeasance, bad faith or negligence of the Custodian in the
      performance of its duties under the Custodial Agreement or by reason of the
      Custodian’s reckless disregard of its obligations and duties under the Custodial
      Agreement. Any amounts payable to the Trustee, or any director, officer,
      employee or agent of the Trustee, in respect of the indemnification provided
      by
      this Section 8.05(a), or pursuant to any other right of reimbursement from
      the
      Trust Fund that the Trustee, or any director, officer, employee or agent of
      the
      Trustee, may have hereunder in its capacity as such, may be withdrawn by the
      Trustee from the Distribution Account at any time. The foregoing indemnity
      shall
      survive the resignation or removal of the Trustee.

     

    (c) The
      Servicer agrees to indemnify the Trustee, the NIMS Insurer, the Custodian or
      any
      director, officer, employee or agent of the Trustee, the NIMS Insurer or
      Custodian from, and hold it harmless against, any loss, liability or expense
      resulting from a breach of the Servicer’s obligations and duties under this
      Agreement. Such indemnity shall survive the termination or discharge of this
      Agreement and the resignation or removal of the Trustee and the Servicer for
      actions prior to such resignation or removal. Any payment hereunder made by
      the
      Servicer to the Trustee shall be from the Servicer’s own funds, without
      reimbursement from the Trust Fund therefor.

     

    SECTION
      8.06 Eligibility
      Requirements for Trustee.

     

    The
      Trustee hereunder shall at all times be an entity duly organized and validly
      existing under the laws of the United States of America or any state thereof,
      authorized under such laws to exercise corporate trust powers, having a combined
      capital and surplus of at least $50,000,000 and subject to supervision or
      examination by federal or state authority. If such entity publishes reports
      of
      condition at least annually, pursuant to law or to the requirements of the
      aforesaid supervising or examining authority, then for the purposes of this
      Section 8.06, the combined capital and surplus of such entity shall be deemed
      to
      be its combined capital and surplus as set forth in its most recent report
      of
      condition so published. The principal office of the Trustee (other than the
      initial Trustee) shall be in a state with respect to which an Opinion of Counsel
      has been delivered to such Trustee and the NIMS Insurer at the time such Trustee
      is appointed Trustee to the effect that the Trust will not be a taxable entity
      under the laws of such state. In case at any time the Trustee shall cease to
      be
      eligible in accordance with the provisions of this Section 8.06, the Trustee
      shall resign immediately in the manner and with the effect specified in Section
      8.07.

     

    SECTION
      8.07 Resignation
      or Removal of Trustee.

     

    The
      Trustee may at any time resign and be discharged from the trusts hereby created
      by giving written notice thereof to the NIMS Insurer, the Depositor, the
      Servicer and each Rating Agency. Upon receiving such notice of resignation,
      the
      Depositor shall promptly appoint a successor Trustee acceptable to the NIMS
      Insurer by written instrument, in duplicate, one copy of which instrument shall
      be delivered to the resigning Trustee and one copy to the successor Trustee.
      If
      no successor Trustee shall have been so appointed and having accepted
      appointment within 30 days after the giving of such notice of resignation,
      the
      resigning Trustee may petition any court of competent jurisdiction for the
      appointment of a successor Trustee.

     

    If
      at any
      time the Trustee shall cease to be eligible in accordance with the provisions
      of
      Section 8.06 and shall fail to resign after written request therefor by the
      Depositor or the NIMS Insurer if at any time the Trustee shall be legally unable
      to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the
      Trustee or of its property shall be appointed, or any public officer shall
      take
      charge or control of the Trustee or of its property or affairs for the purpose
      of rehabilitation, conservation or liquidation, then the Depositor, the Servicer
      or the NIMS Insurer may remove the Trustee. If the Depositor, the Servicer
      or
      the NIMS Insurer removes the Trustee under the authority of the immediately
      preceding sentence, the Depositor, with the consent of the NIMS Insurer, shall
      promptly appoint a successor Trustee by written instrument, in duplicate, one
      copy of which instrument shall be delivered to the Trustee so removed and one
      copy to the successor trustee.

     

    The
      Majority Certificateholders (or the NIMS Insurer upon the failure of the Trustee
      to perform its obligations hereunder) may at any time remove the Trustee by
      written instrument or instruments delivered to the Servicer, the Depositor
      and
      the Trustee; the Depositor shall thereupon use its best efforts to appoint
      a
      successor trustee acceptable to the NIMS Insurer in accordance with this
      Section.

     

    Any
      resignation or removal of the Trustee and appointment of a successor Trustee
      pursuant to any of the provisions of this Section 8.07 shall not become
      effective until acceptance of appointment by the successor Trustee as provided
      in Section 8.08.

     

    SECTION
      8.08 Successor
      Trustee.

     

    Any
      successor Trustee appointed as provided in Section 8.07 shall execute,
      acknowledge and deliver to the NIMS Insurer, the Depositor, the Servicer and
      to
      its predecessor Trustee an instrument accepting such appointment hereunder,
      and
      thereupon the resignation or removal of the predecessor Trustee shall become
      effective, and such successor Trustee, without any further act, deed or
      conveyance, shall become fully vested with all the rights, powers, duties and
      obligations of its predecessor hereunder, with like effect as if originally
      named as Trustee. The Depositor, the Servicer and the predecessor Trustee shall
      execute and deliver such instruments and do such other things as may reasonably
      be required for fully and certainly vesting and confirming in the successor
      Trustee all such rights, powers, duties and obligations.

     

    No
      successor Trustee shall accept appointment as provided in this Section 8.08
      unless at the time of such acceptance such successor Trustee shall be eligible
      under the provisions of Section 8.06 and the appointment of such successor
      Trustee shall not result in a downgrading of the Regular Certificates by either
      Rating Agency, as evidenced by a letter from each Rating Agency.

     

    Upon
      acceptance of appointment by a successor Trustee as provided in this Section
      8.08, the successor Trustee shall mail notice of the appointment of a successor
      Trustee hereunder to all Holders of Certificates at their addresses as shown
      in
      the Certificate Register and to each Rating Agency.

     

    SECTION
      8.09 Merger
      or
      Consolidation of Trustee.

     

    Any
      entity into which the Trustee may be merged or converted or with which it may
      be
      consolidated, or any entity resulting from any merger, conversion or
      consolidation to which the Trustee shall be a party, or any entity succeeding
      to
      the business of the Trustee, shall be the successor of the Trustee hereunder,
      provided such entity shall be eligible under the provisions of Section 8.06
      and
      8.08, without the execution or filing of any paper or any further act on the
      part of any of the parties hereto, anything herein to the contrary
      notwithstanding.

     

    SECTION
      8.10 Appointment
      of Co-Trustee or Separate Trustee.

     

    Notwithstanding
      any other provisions of this Agreement, at any time, for the purpose of meeting
      any legal requirements of any jurisdiction in which any part of the Trust or
      any
      Mortgaged Property may at the time be located, the Depositor and the Trustee
      acting jointly shall have the power and shall execute and deliver all
      instruments to appoint one or more Persons approved by the Trustee and the
      NIMS
      Insurer to act as co-trustee or co-trustees, jointly with the Trustee, or
      separate trustee or separate trustees, of all or any part of the Trust, and
      to
      vest in such Person or Persons, in such capacity and for the benefit of the
      Certificateholders, such title to the Trust, or any part thereof, and, subject
      to the other provisions of this Section 8.10, such powers, duties, obligations,
      rights and trusts as the Servicer and the Trustee may consider necessary or
      desirable. Any such co-trustee or separate trustee shall be subject to the
      written approval of the Servicer and the NIMS Insurer. If the Servicer and
      the
      NIMS Insurer shall not have joined in such appointment within 15 days after
      the
      receipt by it of a request so to do, or in the case a Servicer Event of
      Termination shall have occurred and be continuing, the Trustee alone shall
      have
      the power to make such appointment. No co-trustee or separate trustee hereunder
      shall be required to meet the terms of eligibility as a successor trustee under
      Section 8.06, and no notice to Certificateholders of the appointment of any
      co-trustee or separate trustee shall be required under Section 8.08. The
      Servicer shall be responsible for the fees of any co-trustee or separate trustee
      appointed hereunder.

     

    Every
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and
      conditions:

     

    (i) all
      rights, powers, duties and obligations conferred or imposed upon the Trustee
      shall be conferred or imposed upon and exercised or performed by the Trustee
      and
      such separate trustee or co-trustee jointly (it being understood that such
      separate trustee or co-trustee is not authorized to act separately without
      the
      Trustee joining in such act), except to the extent that under any law of any
      jurisdiction in which any particular act or acts are to be performed (whether
      as
      Trustee hereunder or as successor to the Servicer hereunder), the Trustee shall
      be incompetent or unqualified to perform such act or acts, in which event such
      rights, powers, duties and obligations (including the holding of title to the
      Trust or any portion thereof in any such jurisdiction) shall be exercised and
      performed singly by such separate trustee or co-trustee, but solely at the
      direction of the Trustee;

     

    (ii) no
      trustee hereunder shall be held personally liable by reason of any act or
      omission of any other trustee hereunder; and

     

    (iii) the
      Servicer and the Trustee, acting jointly and with the consent of the NIMS
      Insurer, may at any time accept the resignation of or remove any separate
      trustee or co-trustee except that following the occurrence of a Servicer Event
      of Termination, the Trustee acting alone may accept the resignation or remove
      any separate trustee or co-trustee.

     

    Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then separate trustees and co-trustees, as effectively
      as if given to each of them. Every instrument appointing any separate trustee
      or
      co-trustee shall refer to this Agreement and the conditions of this Article
      VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts
      conferred, shall be vested with the estates or property specified in its
      instrument of appointment, either jointly with the Trustee or separately, as
      may
      be provided therein, subject to all the provisions of this Agreement,
      specifically including every provision of this Agreement relating to the conduct
      of, affecting the liability of, or affording protection to, the Trustee. Every
      such instrument shall be filed with the Trustee and a copy thereof given to
      the
      Depositor, the Servicer and the NIMS Insurer.

     

    Any
      separate trustee or co-trustee may, at any time, constitute the Trustee, its
      agent or attorney-in-fact, with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Trustee, to the extent permitted by law, without the appointment of a new or
      successor Trustee.

     

    SECTION
      8.11 Limitation
      of Liability.

     

    The
      Certificates are executed by the Trustee, not in its individual capacity but
      solely as Trustee of the Trust, in the exercise of the powers and authority
      conferred and vested in it by the Trust Agreement. Each of the undertakings
      and
      agreements made on the part of the Trustee in the Certificates is made and
      intended not as a personal undertaking or agreement by the Trustee but is made
      and intended for the purpose of binding only the Trust.

     

    SECTION
      8.12 Trustee
      May Enforce Claims Without Possession of Certificates.

     

    (a) All
      rights of action and claims under this Agreement or the Certificates may be
      prosecuted and enforced by the Trustee without the possession of any of the
      Certificates or the production thereof in any proceeding relating thereto,
      and
      such proceeding instituted by the Trustee shall be brought in its own name
      or in
      its capacity as Trustee for the benefit of all Holders of such Certificates,
      subject to the provisions of this Agreement. Any recovery of judgment shall,
      after provision for the payment of the reasonable compensation, expenses,
      disbursement and advances of the Trustee, its agents and counsel, be for the
      ratable benefit of the Certificateholders in respect of which such judgment
      has
      been recovered.

     

    (b) The
      Trustee shall afford the Seller, the Depositor, the Servicer, the NIMS Insurer
      and each Certificateholder upon reasonable prior notice during normal business
      hours, access to all records maintained by the Trustee in respect of its duties
      hereunder and access to officers of the Trustee responsible for performing
      such
      duties. Upon request, the Trustee shall furnish the Depositor, the Servicer,
      the
      NIMS Insurer and any requesting Certificateholder with its most recent financial
      statements. The Trustee shall cooperate fully with the Seller, the Servicer,
      the
      NIM Insurer, the Depositor and such Certificateholder and shall make available
      to the Seller, the Servicer, the Depositor, the NIMS Insurer and such
      Certificateholder for review and copying such books, documents or records as
      may
      be requested with respect to the Trustee’s duties hereunder. The Seller, the
      Depositor, the Servicer and the Certificateholders shall not have any
      responsibility or liability for any action or failure to act by the Trustee
      and
      are not obligated to supervise the performance of the Trustee under this
      Agreement or otherwise.

     

    SECTION
      8.13 Suits
      for
      Enforcement.

     

    In
      case a
      Servicer Event of Termination or other default by the Servicer or the Depositor
      hereunder shall occur and be continuing, the Trustee, shall, at the direction
      of
      the Majority Certificateholders or the NIMS Insurer, or may, proceed to protect
      and enforce its rights and the rights of the Certificateholders or the NIMS
      Insurer under this Agreement by a suit, action or proceeding in equity or at
      law
      or otherwise, whether for the specific performance of any covenant or agreement
      contained in this Agreement or in aid of the execution of any power granted
      in
      this Agreement or for the enforcement of any other legal, equitable or other
      remedy, as the Trustee, being advised by counsel, and subject to the foregoing,
      shall deem most effectual to protect and enforce any of the rights of the
      Trustee, the NIMS Insurer and the Certificateholders.

     

    SECTION
      8.14 Waiver
      of
      Bond Requirement.

     

    The
      Trustee shall be relieved of, and each Certificateholder hereby waives, any
      requirement of any jurisdiction in which the Trust, or any part thereof, may
      be
      located that the Trustee post a bond or other surety with any court, agency
      or
      body whatsoever.

     

    SECTION
      8.15 Waiver
      of
      Inventory, Accounting and Appraisal Requirement.

     

    The
      Trustee shall be relieved of, and each Certificateholder hereby waives, any
      requirement of any jurisdiction in which the Trust, or any part thereof, may
      be
      located that the Trustee file any inventory, accounting or appraisal of the
      Trust with any court, agency or body at any time or in any manner
      whatsoever.

     

    SECTION
      8.16 Appointment
      of the Custodian.

     

    The
      Trustee shall, at the direction of the Depositor and with the consent of the
      Servicer, appoint the Custodian to hold all or a portion of the Mortgage Files.
      The appointment of the Custodian may at any time be terminated and a substitute
      Custodian appointed therefor at the direction of the Depositor to the Trustee,
      the consent to which shall not be unreasonably withheld. The Custodian shall
      be
      entitled to its fees and expenses in accordance with the Custodial Agreement,
      which fees and expenses shall be paid to the Custodian from the Trust in
      accordance with Section 8.05. Subject to Article VIII hereof, the Trustee agrees
      to comply with the terms of the Custodial Agreement, which agreement may be
      amended from time to time, and shall have the right to enforce the terms and
      provisions thereof against the Custodian for the benefit of the
      Certificateholders having an interest in any Mortgage File held by the
      Custodian. Notwithstanding anything to the contrary in this Agreement, the
      Custodian is not an agent of the Trustee and in no event shall the Trustee
      be
      liable for any acts, omission, duties, obligations, or liabilities of the
      Custodian. In no event shall the appointment of the Custodian pursuant to the
      Custodial Agreement diminish the obligations of the Trustee
      hereunder.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      IX

     

    REMIC
      ADMINISTRATION

     

    SECTION
      9.01 REMIC
      Administration.

     

    (a) REMIC
      elections as set forth in the Preliminary Statement shall be made by the Trustee
      on Form 1066 or other appropriate federal tax or information return for the
      taxable year ending on the last day of the calendar year in which the
      Certificates are issued. The regular interests and residual interest in each
      REMIC shall be as designated in the Preliminary Statement. The Securities
      Administrator and the Trustee shall not permit the creation of any “interests”
(within the meaning of Section 860G of the Code) in any REMIC created hereunder
      other than (a) the REMIC 1 Regular Interests, the REMIC 2 Regular Interests,
      the
      REMIC 3 Regular Interests, the REMIC 4 Regular Interests, the REMIC 5 Regular
      Interests or the REMIC 6 Regular Interests, the ownership of which is
      represented by the Class A and Class M Certificates, REMIC 6 Regular Interest
      SWAP IO, the Class C Certificates and the Class P Certificates and (b) the
      Class
      R-1 Interest, the Class R-2 Interest, the Class R-3 Interest, the Class R-4
      Interest, the Class R-5 Interest and the Class R-6 Interest. The Securities
      Administrator will apply for an Employee Identification Number from the IRS
      via
      form SS-4 or any other acceptable method for each Trust REMIC

     

    (b) The
      Closing Date is hereby designated as the “Startup Day” of each REMIC within the
      meaning of section 860G(a)(9) of the Code.

     

    (c) The
      Trustee shall pay any and all expenses relating to any tax audit of any REMIC
      (including, but not limited to, any professional fees or any administrative
      or
      judicial proceedings with respect to any Trust REMIC that involve the Internal
      Revenue Service or state tax authorities), including the expense of obtaining
      any tax related Opinion of Counsel. The Trustee shall be entitled to
      reimbursement of expenses incurred pursuant to this Section 9.01(c) to the
      extent provided in Section 8.05.

     

    (d) The
      Trustee shall prepare, sign and file, all of the REMICs’ federal and state tax
      and information returns (including Form 8811) as the direct representative
      each
      REMIC created hereunder. The expenses of preparing and filing such returns
      shall
      be borne by the Trustee.

     

    (e) The
      Holder of the Class R Certificate at any time holding the largest Percentage
      Interest thereof shall be the “tax matters person” as defined in the REMIC
      Provisions (the related “Tax Matters Person”) with respect to REMIC 1, REMIC 2
      and REMIC 3 and shall act as Tax Matters Person for REMIC 1, REMIC 2 and REMIC
      3. The Holder of the Class R-X Certificate at any time holding the largest
      Percentage Interest thereof shall be the Tax Matters Person with respect to
      REMIC 4, REMIC 5 and REMIC 6 and shall act as Tax Matters Person for REMIC
      4,
      REMIC 5 and REMIC 6. The Trustee, as agent for the Tax Matters Person, shall
      perform on behalf of each REMIC all reporting and other tax compliance duties
      that are the responsibility of such REMIC under the Code, the REMIC Provisions,
      or other compliance guidance issued by the Internal Revenue Service or any
      state
      or local taxing authority. Among its other duties, if required by the Code,
      the
      REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax
      Matters Person, shall provide (i) to the Treasury or other governmental
      authority such information as is necessary for the application of any tax
      relating to the transfer of a Residual Certificate to any disqualified person
      or
      organization and (ii) to the Certificateholders such information or reports
      as
      are required by the Code or REMIC Provisions. The Trustee, as agent for the
      Tax
      Matters Person, shall represent each REMIC in any administrative or judicial
      proceedings relating to an examination or audit by any governmental taxing
      authority, request an administrative adjustment as to any taxable year of any
      REMIC, enter into settlement agreements with any government taxing agency,
      extend any statute of limitations relating to any item of any REMIC and
      otherwise act on behalf of any REMIC in relation to any tax matter involving
      the
      Trust.

     

    (f) The
      Trustee, the Servicer and the Holders of Certificates shall take any action
      or
      cause the REMIC to take any action necessary to create or maintain the status
      of
      each REMIC as a REMIC under the REMIC Provisions and shall assist each other
      as
      necessary to create or maintain such status. Neither the Trustee, the Servicer
      nor the Holder of any Residual Certificate shall take any action, cause any
      REMIC created hereunder to take any action or fail to take (or fail to cause
      to
      be taken) any action that, under the REMIC Provisions, if taken or not taken,
      as
      the case may be, could (i) endanger the status of such REMIC as a REMIC or
      (ii)
      result in the imposition of a tax upon such REMIC (including but not limited
      to
      the tax on prohibited transactions as defined in Code Section 860F(a)(2) and
      the
      tax on prohibited contributions set forth on Section 860G(d) of the Code)
      (either such event, an “Adverse REMIC Event”) unless the Trustee, the NIMS
      Insurer and the Servicer have received an Opinion of Counsel (at the expense
      of
      the party seeking to take such action) to the effect that the contemplated
      action will not endanger such status or result in the imposition of such a
      tax.
      In addition, prior to taking any action with respect to any REMIC created
      hereunder or the assets therein, or causing such REMIC to take any action,
      which
      is not expressly permitted under the terms of this Agreement, any Holder of
      a
      Residual Certificate will consult with the Trustee, the NIMS Insurer and the
      Servicer, or their respective designees, in writing, with respect to whether
      such action could cause an Adverse REMIC Event to occur with respect to any
      REMIC, and no such Person shall take any such action or cause any REMIC to
      take
      any such action as to which the Trustee, the NIMS Insurer or the Servicer has
      advised it in writing that an Adverse REMIC Event could occur.

     

    (g) Each
      Holder of a Residual Certificate shall pay when due any and all taxes imposed
      on
      each REMIC created hereunder by federal or state governmental authorities.
      To
      the extent that such Trust taxes are not paid by a Residual Certificateholder,
      the Trustee shall pay any remaining REMIC taxes out of current or future amounts
      otherwise distributable to the Holder of the Residual Certificate in the REMICs
      or, if no such amounts are available, out of other amounts held in the
      Distribution Account, and shall reduce amounts otherwise payable to Holders
      of
      regular interests in the related REMIC. Subject to the foregoing, in the event
      that a REMIC incurs a state or local tax, including franchise taxes, as a result
      of a determination that such REMIC is domiciled in the State of California
      for
      state tax purposes by virtue of the location of the Servicer, the Servicer
      agrees to pay on behalf of such REMIC when due, any and all state and local
      taxes imposed as a result of such a determination, in the event that the Holder
      of the related Residual Certificate fails to pay such taxes, if any, when
      imposed.

     

    (h) The
      Trustee, as agent for the Tax Matters Person, shall, for federal income tax
      purposes, maintain books and records with respect to each REMIC created
      hereunder on a calendar year and on an accrual basis.

     

    (i) No
      additional contributions of assets shall be made to any REMIC created hereunder,
      except as expressly provided in this Agreement with respect to eligible
      substitute mortgage loans.

     

    (j) Neither
      the Trustee nor the Servicer shall enter into any arrangement by which any
      REMIC
      created hereunder will receive a fee or other compensation for
      services.

     

    (k) On
      or
      before April 15 of each calendar year beginning in 2006, the Servicer shall
      deliver to the NIMS Insurer, the Trustee and each Rating Agency an Officers’
Certificate stating the Servicer’s compliance with the provisions of this
      Section 9.01.

     

    (l) The
      Trustee will apply for an Employee Identification Number from the Internal
      Revenue Service via a Form SS-4 or other acceptable method for all tax entities
      and shall complete the Form 8811.

     

    SECTION
      9.02 Prohibited
      Transactions and Activities.

     

    Neither
      the Depositor, the Servicer nor the Trustee shall sell, dispose of, or
      substitute for any of the Mortgage Loans, except in a disposition pursuant
      to
      (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund,
      (iii) the termination of any REMIC created hereunder pursuant to Article X
      of
      this Agreement, (iv) a substitution pursuant to Article II of this Agreement
      or
      (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement,
      nor
      acquire any assets for any REMIC, nor sell or dispose of any investments in
      the
      Distribution Account for gain, nor accept any contributions to either REMIC
      after the Closing Date, unless it and the NIMS Insurer have received an Opinion
      of Counsel (at the expense of the party causing such sale, disposition, or
      substitution) that such disposition, acquisition, substitution, or acceptance
      will not (a) affect adversely the status of any REMIC created hereunder as
      a
      REMIC or of the interests therein other than the Residual Certificates as the
      regular interests therein, (b) affect the distribution of interest or principal
      on the Certificates, (c) result in the encumbrance of the assets transferred
      or
      assigned to the Trust Fund (except pursuant to the provisions of this Agreement)
      or (d) cause any REMIC created hereunder to be subject to a tax on prohibited
      transactions or prohibited contributions pursuant to the REMIC
      Provisions.

     

    SECTION
      9.03 Indemnification
      with Respect to Certain Taxes and Loss of REMIC Status.

     

    (a) In
      the
      event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC,
      or incurs federal, state or local taxes as a result of a prohibited transaction
      or prohibited contribution under the REMIC Provisions due to the negligent
      performance by the Servicer of its duties and obligations set forth herein,
      the
      Servicer shall indemnify the NIMS Insurer, the Trustee and the Trust Fund
      against any and all losses, claims, damages, liabilities or expenses (“Losses”)
      resulting from such negligence; provided, however, that the Servicer shall
      not
      be liable for any such Losses attributable to the action or inaction of the
      Trustee, the Depositor or the Holder of such Residual Certificate, as
      applicable, nor for any such Losses resulting from misinformation provided
      by
      the Holder of such Residual Certificate on which the Servicer has relied. The
      foregoing shall not be deemed to limit or restrict the rights and remedies
      of
      the Holder of such Residual Certificate now or hereafter existing at law or
      in
      equity. Notwithstanding the foregoing, however, in no event shall the Servicer
      have any liability (1) for any action or omission that is taken in accordance
      with and in compliance with the express terms of, or which is expressly
      permitted by the terms of, this Agreement, (2) for any Losses other than arising
      out of a negligent performance by the Servicer of its duties and obligations
      set
      forth herein, and (3) for any special or consequential damages to
      Certificateholders (in addition to payment of principal and interest on the
      Certificates).

     

    (b) In
      the
      event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC,
      or incurs federal, state or local taxes as a result of a prohibited transaction
      or prohibited contribution under the REMIC Provisions due to the negligent
      performance by the Trustee of its duties and obligations set forth herein,
      the
      Trustee shall indemnify the Trust Fund against any and all Losses resulting
      from
      such negligence; provided, however, that the Trustee shall not be liable for
      any
      such Losses attributable to the action or inaction of the Servicer, the
      Depositor or the Holder of such Residual Certificate, as applicable, nor for
      any
      such Losses resulting from misinformation provided by the Holder of such
      Residual Certificate on which the Trustee has relied. The foregoing shall not
      be
      deemed to limit or restrict the rights and remedies of the Holder of such
      Residual Certificate now or hereafter existing at law or in equity.
      Notwithstanding the foregoing, however, in no event shall the Trustee have
      any
      liability (1) for any action or omission that is taken in accordance with and
      in
      compliance with the express terms of, or which is expressly permitted by the
      terms of, this Agreement, (2) for any Losses other than arising out of a
      negligent performance by the Trustee of its duties and obligations set forth
      herein, and (3) for any special or consequential damages to Certificateholders
      (in addition to payment of principal and interest on the
      Certificates).

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      X

     

    TERMINATION

     

    SECTION
      10.01 Termination.

     

    (a) The
      respective obligations and responsibilities of the Servicer, the Depositor
      and
      the Trustee created hereby (other than the obligation of the Trustee to make
      certain payments to Certificateholders after the final Distribution Date and
      the
      obligation of the Servicer to send certain notices as hereinafter set forth)
      shall terminate upon notice to the Trustee upon the earliest of (i) the
      Distribution Date on which the Certificate Principal Balances of the Regular
      Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
      by the Terminator of the Mortgage Loans as described below and (iv) the Assumed
      Final Maturity Date as defined in the Preliminary Statement. Notwithstanding
      the
      foregoing, in no event shall the trust created hereby continue beyond the
      expiration of 21 years from the death of the last survivor of the descendants
      of
      Joseph P. Kennedy, the late ambassador of the United States to the Court of
      St.
      James’s, living on the date hereof.

     

    The
      Servicer (in such context, the “Terminator”), may, at its option, terminate this
      Agreement on any date on which the aggregate of the Stated Principal Balances
      of
      the Mortgage Loans (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) on such date is equal to or less than 10% of the aggregate Stated
      Principal Balances of the Mortgage Loans on the Cut-off Date, by purchasing,
      on
      the next succeeding Distribution Date, all of the outstanding Mortgage Loans
      and
      REO Properties at a price equal to the greater of (i) the Stated Principal
      Balance of the Mortgage Loans (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 the appraised value of the REO Properties and (ii) fair market
      value
      of the Mortgage Loans and REO Properties (as determined and as agreed upon
      in
      their good faith business judgment (determined as provided in the last sentence
      of this paragraph) as of the Close of Business on the third Business Day next
      preceding the date upon which notice of any such termination is furnished to
      the
      related Certificateholders pursuant to Section 10.01(c) by (x) the Terminator,
      (y) the Holders of a majority in Percentage Interest in the Class C Certificates
      and (z) if the Floating-Rate Certificates will not receive all amounts owed
      to
      it as a result of the termination, the Trustee (provided that if this clause
      (z)
      applies to such determination, such determination shall, notwithstanding
      anything to the contrary herein, be based solely upon an appraisal obtained
      as
      provided in the last sentence of this paragraph)), plus accrued and unpaid
      interest thereon at the weighted average of the Mortgage Rates through the
      end
      of the Due Period preceding the final Distribution Date plus unreimbursed
      Servicing Advances, Advances, any unpaid Servicing Fees allocable to such
      Mortgage Loans and REO Properties, any accrued and unpaid Net WAC Rate Carryover
      Amounts and any Swap Termination Payment payable to the Swap Provider then
      remaining unpaid or which is due to the exercise of such option (the
“Termination Price”); provided, however, such option may only be exercised if
      the Termination Price is sufficient to result in the payment of all interest
      accrued on, as well as amounts necessary to retire the principal balance of,
      each class of notes issued pursuant to the Indenture and any amounts owed to
      the
      NIMS Insurer (as it notifies the Trustee and Servicer in writing). If the
      determination of the fair market value of the Mortgage Loans and REO Properties
      shall be required to be made and agreed upon by the Terminator, the Holders
      of a
      majority in Percentage Interest in the Class C Certificates and the Trustee
      as
      provided in (ii) above in their good faith business judgment, such determination
      shall be based on an appraisal of the value of the Mortgage Loans and REO
      Properties conducted by an independent appraiser mutually agreed upon by the
      Terminator, the Holders of a majority in Percentage Interest in the Class C
      Certificates and the Trustee in their reasonable discretion, and (A) such
      appraisal shall be obtained at no expense to the Trustee and (B) notwithstanding
      anything to the contrary above, the Trustee may solely and conclusively rely
      on,
      and shall be protected in relying on, such appraisal in making such
      determination.

     

    In
      connection with any such purchase pursuant to the preceding paragraph, the
      Terminator shall deposit in the Distribution Account all amounts then on deposit
      in the Collection Account, which deposit shall be deemed to have occurred
      immediately preceding such purchase.

     

    Any
      such
      purchase shall be accomplished by deposit into the Distribution Account on
      the
      Determination Date before such Distribution Date of the Termination
      Price.

     

    (b) Notice
      of
      any termination, specifying the Distribution Date (which shall be a date that
      would otherwise be a Distribution Date) upon which the Certificateholders may
      surrender their Certificates to the Trustee for payment of the final
      distribution and cancellation, shall be given promptly by the Trustee upon
      the
      Trustee receiving notice of such date from the Terminator, by letter to the
      Certificateholders mailed not earlier than the 15th
      day and
      not later than the 25th
      day of
      the month next preceding the month of such final distribution specifying (1)
      the
      Distribution Date upon which final distribution of the Certificates will be
      made
      upon presentation and surrender of such Certificates at the office or agency
      of
      the Trustee therein designated, (2) the amount of any such final distribution
      and (3) that the Record Date otherwise applicable to such Distribution Date
      is
      not applicable, distributions being made only upon presentation and surrender
      of
      the Certificates at the office or agency of the Trustee therein
      specified.

     

    (c) Upon
      presentation and surrender of the Certificates, the Trustee shall cause to
      be
      distributed to the Holders of the Certificates on the Distribution Date for
      such
      final distribution, in proportion to the Percentage Interests of their
      respective Class and to the extent that funds are available for such purpose,
      an
      amount equal to the amount required to be distributed to such Holders in
      accordance with the provisions of Section 4.01 for such Distribution Date.
      By
      acceptance of the Residual Certificates, the Holders of the Residual
      Certificates agree, in connection with any termination hereunder, to assign
      and
      transfer any amounts in excess of the par value of the Mortgage Loans, and
      to
      the extent received in respect of such termination, to pay any such amounts
      to
      the Holders of the Class C Certificates.

     

    (d) In
      the
      event that all Certificateholders shall not surrender their Certificates for
      final payment and cancellation on or before such final Distribution Date, the
      Trustee shall promptly following such date cause all funds in the Distribution
      Account not distributed in final distribution to Certificateholders to be
      withdrawn therefrom and credited to the remaining Certificateholders by
      depositing such funds in a separate Servicing Account for the benefit of such
      Certificateholders, and the Servicer (if the Servicer has exercised its right
      to
      purchase the Mortgage Loans) or the Trustee (in any other case) shall give
      a
      second written notice to the remaining Certificateholders, to surrender their
      Certificates for cancellation and receive the final distribution with respect
      thereto. If within nine months after the second notice all the Certificates
      shall not have been surrendered for cancellation, the Residual
      Certificateholders shall be entitled to all unclaimed funds and other assets
      which remain subject hereto, and the Trustee upon transfer of such funds shall
      be discharged of any responsibility for such funds, and the Certificateholders
      shall look to the Residual Certificateholders for payment.

     

    SECTION
      10.02 Additional
      Termination Requirements.

     

    (a) In
      the
      event that the Terminator exercises its purchase option as provided in Section
      10.01, each REMIC shall be terminated in accordance with the following
      additional requirements, unless the Trustee shall have been furnished with
      an
      Opinion of Counsel to the effect that the failure of the Trust to comply with
      the requirements of this Section will not (i) result in the imposition of taxes
      on “prohibited transactions” of the Trust as defined in Section 860F of the Code
      or (ii) cause any REMIC constituting part of the Trust Fund to fail to qualify
      as a REMIC at any time that any Certificates are outstanding:

     

    (i) Within
      90
      days prior to the final Distribution Date, the Terminator shall adopt and the
      Trustee shall sign a plan of complete liquidation of each REMIC created
      hereunder meeting the requirements of a “Qualified Liquidation” under Section
      860F of the Code and any regulations thereunder; and

     

    (ii) At
      or
      after the time of adoption of such a plan of complete liquidation and at or
      prior to the final Distribution Date, the Trustee shall sell all of the assets
      of the Trust Fund to the Terminator for cash pursuant to the terms of the plan
      of complete liquidation.

     

    (b) By
      their
      acceptance of Certificates, the Holders thereof hereby agree to appoint the
      Trustee as their attorney in fact to: (i) adopt such a plan of complete
      liquidation (and the Certificateholders hereby appoint the Trustee as their
      attorney in fact to sign such plan) as appropriate and (ii) to take such other
      action in connection therewith as may be reasonably required to carry out such
      plan of complete liquidation all in accordance with the terms
      hereof.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      XI

     

    MISCELLANEOUS
      PROVISIONS

     

    SECTION
      11.01 Amendment.

     

    This
      Agreement may be amended from time to time by the Depositor, the Servicer and
      the Trustee with the consent of the NIMS Insurer and without the consent of
      the
      Certificateholders (i) to cure any ambiguity, (ii) to correct or supplement
      any
      provisions herein which may be defective or inconsistent with any other
      provisions herein (iii) to amend the provisions of Section 3.22(b) or (iv)
      to
      make any other provisions with respect to matters or questions arising under
      this Agreement which shall not be inconsistent with the provisions of this
      Agreement; provided that such action shall not, as evidenced by either (a)
      an
      Opinion of Counsel delivered to the Trustee or (b) written notice to the
      Depositor, the Servicer and the Trustee from each Rating Agency that such action
      will not result in the reduction or withdrawal of the rating of any outstanding
      Class of Certificates with respect to which it is a Rating Agency, adversely
      affect in any material respect the interests of any Certificateholder. No
      amendment shall be deemed to adversely affect in any material respect the
      interests of any Certificateholder who shall have consented thereto, and no
      Opinion of Counsel or Rating Agency confirmation shall be required to address
      the effect of any such amendment on any such consenting Certificateholder.
      Notwithstanding the foregoing, neither an Opinion of Counsel nor written notice
      to the Depositor, the Servicer and the Trustee from the Rating Agencies will
      be
      required in connection with an amendment to the provisions of Section
      3.22(b).

     

    In
      addition, this Agreement may be amended from time to time by the Depositor,
      the
      Servicer and the Trustee with the consent of the NIMS Insurer, the Swap Provider
      and the Majority Certificateholders for the purpose of adding any provisions
      to
      or changing in any manner or eliminating any of the provisions of this Agreement
      or of modifying in any manner the rights of the Holders of Certificates;
      provided, however, that no such amendment or waiver shall (x) reduce in any
      manner the amount of, or delay the timing of, payments on the Certificates
      or
      distributions which are required to be made on any Certificate without the
      consent of the Holder of such Certificate, (y) adversely affect in any material
      respect the interests of the Swap Provider or Holders of any Class of
      Certificates (as evidenced by either (i) an Opinion of Counsel delivered to
      the
      Trustee or (ii) written notice to the Depositor, the Servicer and the Trustee
      from each Rating Agency that such action will not result in the reduction or
      withdrawal of the rating of any outstanding Class of Certificates with respect
      to which it is a Rating Agency) in a manner other than as described in clause
      (x) above, without the consent of the Holders of Certificates of such Class
      evidencing at least a 66% Percentage Interest in such Class, or (z) reduce
      the
      percentage of Voting Rights required by clause (y) above without the consent
      of
      the Holders of all Certificates of such Class then outstanding. Upon approval
      of
      an amendment, a copy of such amendment shall be sent to the Rating
      Agencies.

     

    Notwithstanding
      any provision of this Agreement to the contrary, the Trustee shall not consent
      to any amendment to this Agreement unless it shall have first received an
      Opinion of Counsel, delivered by (and at the expense of) the Person seeking
      such
      Amendment and satisfactory to the NIMS Insurer, to the effect that such
      amendment will not result in the imposition of a tax on any REMIC created
      hereunder constituting part of the Trust Fund pursuant to the REMIC Provisions
      or cause any REMIC created hereunder constituting part of the Trust to fail
      to
      qualify as a REMIC at any time that any Certificates are outstanding and that
      the amendment is being made in accordance with the terms hereof.

     

    Notwithstanding
      any of the other provisions of this Section 11.01, none of the Depositor, the
      Servicer or the Trustee shall enter into any amendment to this Agreement, if
      such amendment would have a material adverse effect on the Swap Provider,
      without the prior written consent of the Swap Provider (which consent shall
      not
      be unreasonably withheld or delayed).

     

    Promptly
      after the execution of any such amendment the Trustee shall furnish, at the
      expense of the Person that requested the amendment if such Person is the
      Servicer (but in no event at the expense of the Trustee), otherwise at the
      expense of the Trust, a copy of such amendment and the Opinion of Counsel
      referred to in the immediately preceding paragraph to the Servicer, the NIMS
      Insurer and each Rating Agency.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this Section 11.01
      to approve the particular form of any proposed amendment; instead it shall
      be
      sufficient if such consent shall approve the substance thereof. The manner
      of
      obtaining such consents and of evidencing the authorization of the execution
      thereof by Certificateholders shall be subject to such reasonable regulations
      as
      the Trustee may prescribe.

     

    The
      Trustee may, but shall not be obligated to, enter into any amendment pursuant
      to
      this Section 11.01 that affects its rights, duties and immunities under this
      Agreement or otherwise.

     

    SECTION
      11.02 Recordation
      of Agreement; Counterparts.

     

    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all the counties
      or
      other comparable jurisdictions in which any or all of the properties subject
      to
      the Mortgages are situated, and in any other appropriate public recording office
      or elsewhere, such recordation to be effected by the Servicer at the expense
      of
      the Trust, but only upon direction of Certificateholders accompanied by an
      Opinion of Counsel to the effect that such recordation materially and
      beneficially affects the interests of the Certificateholders.

     

    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this Agreement may be executed simultaneously in any number
      of counterparts, each of which counterparts shall be deemed to be an original,
      and such counterparts shall together constitute but one and the same
      instrument.

     

    SECTION
      11.03 Limitation
      on Rights of Certificateholders.

     

    The
      death
      or incapacity of any Certificateholder shall not (i) operate to terminate this
      Agreement or the Trust, (ii) entitle such Certificateholder’s legal
      representatives or heirs to claim an accounting or to take any action or
      proceeding in any court for a partition or winding up of the Trust, or (iii)
      otherwise affect the rights, obligations and liabilities of the parties hereto
      or any of them.

     

    Except
      as
      expressly provided for herein, no Certificateholder shall have any right to
      vote
      or in any manner otherwise control the operation and management of the Trust,
      or
      the obligations of the parties hereto, nor shall anything herein set forth
      or
      contained in the terms of the Certificates be construed so as to constitute
      the
      Certificateholders from time to time as partners or members of an association;
      nor shall any Certificateholder be under any liability to any third person
      by
      reason of any action taken by the parties to this Agreement pursuant to any
      provision hereof.

     

    No
      Certificateholder shall have any right by virtue of any provision of this
      Agreement to institute any suit, action or proceeding in equity or at law upon
      or under or with respect to this Agreement, unless such Holder previously shall
      have given to the Trustee a written notice of default and of the continuance
      thereof, as hereinbefore provided, and unless also the Holders of Certificates
      entitled to at least 25% of the Voting Rights shall have made written request
      upon the Trustee to institute such action, suit or proceeding in its own name
      as
      Trustee hereunder and shall have offered to the Trustee such reasonable
      indemnity as it may require against the costs, expenses and liabilities to
      be
      incurred therein or thereby, and the Trustee for 15 days after its receipt
      of
      such notice, request and offer of indemnity, shall have neglected or refused
      to
      institute any such action, suit or proceeding. It is understood and intended,
      and expressly covenanted by each Certificateholder with every other
      Certificateholder and the Trustee, that no one or more Holders of Certificates
      shall have any right in any manner whatever by virtue of any provision of this
      Agreement to affect, disturb or prejudice the rights of the Holders of any
      other
      of such Certificates, or to obtain or seek to obtain priority over or preference
      to any other such Holder, which priority or preference is not otherwise provided
      for herein, or to enforce any right under this Agreement, except in the manner
      herein provided and for the equal, ratable and common benefit of all
      Certificateholders. For the protection and enforcement of the provisions of
      this
      Section 11.03 each and every Certificateholder and the Trustee shall be entitled
      to such relief as can be given either at law or in equity.

     

    SECTION
      11.04 Governing
      Law; Jurisdiction.

     

    This
      Agreement shall be construed in accordance with the laws of the State of New
      York, and the obligations, rights and remedies of the parties hereunder shall
      be
      determined in accordance with such laws. With respect to any claim arising
      out
      of this Agreement, each party irrevocably submits to the exclusive jurisdiction
      of the courts of the State of New York and the United States District Court
      located in the Borough of Manhattan in The City of New York, and each party
      irrevocably waives any objection which it may have at any time to the laying
      of
      venue of any suit, action or proceeding arising out of or relating hereto
      brought in any such courts, irrevocably waives any claim that any such suit,
      action or proceeding brought in any such court has been brought in any
      inconvenient forum and further irrevocably waives the right to object, with
      respect to such claim, suit, action or proceeding brought in any such court,
      that such court does not have jurisdiction over such party, provided that
      service of process has been made by any lawful means.

     

    SECTION
      11.05 Notices.

     

    All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given if personally delivered at or mailed by first
      class mail, postage prepaid, by facsimile or by express delivery service, to
      (a)
      in the case of the Servicer, National City Home Loan Services, Inc., 150
      Allegheny Center, Locator 47-23-501, Pittsburgh, PA 15212-5356, Attention:
      Investor Reporting Manager, or such other address or telecopy number as may
      hereafter be furnished to the Depositor, the NIMS Insurer and the Trustee in
      writing by the Servicer, (b) in the case of the Trustee, Deutsche Bank National
      Trust Company, 1761 East St. Andrew Place, Santa Ana, California 92705-4934,
      Attention: Trust Administration - GC06Z8 (telecopy number: (714) 247-6478),
      or
      such other address or telecopy number as may hereafter be furnished to the
      Depositor, the NIMS Insurer and the Servicer in writing by the Trustee (c)
      in
      the case of the Depositor, Financial Asset Securities Corp., 600 Steamboat
      Road,
      Greenwich, Connecticut 06830, Attention: Legal, or such other address as may
      be
      furnished to the Servicer, the NIMS Insurer and the Trustee in writing by the
      Depositor or (d) in the case of the NIMS Insurer, such address furnished to
      the
      Depositor, the Servicer and the Trustee in writing by the NIMS Insurer, or
      such
      other address or telecopy number as may hereafter be furnished to the Depositor,
      the Servicer and the Trustee in writing by the NIMS Insurer. Any notice required
      or permitted to be mailed to a Certificateholder shall be given by first class
      mail, postage prepaid, at the address of such Holder as shown in the Certificate
      Register. Notice of any Servicer Event of Termination shall be given by telecopy
      and by certified mail. Any notice so mailed within the time prescribed in this
      Agreement shall be conclusively presumed to have duly been given when mailed,
      whether or not the Certificateholder receives such notice. A copy of any notice
      required to be telecopied hereunder shall also be mailed to the appropriate
      party in the manner set forth above.

     

    SECTION
      11.06 Severability
      of Provisions.

     

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

     

    SECTION
      11.07 Article
      and Section References.

     

    All
      article and section references used in this Agreement, unless otherwise
      provided, are to articles and sections in this Agreement.

     

    SECTION
      11.08 Notice
      to
      the Rating Agencies and the NIMS Insurer.

     

    (a) Each
      of
      the Trustee and the Servicer shall be obligated to use its best reasonable
      efforts promptly to provide notice to the Rating Agencies and the NIMS Insurer
      with respect to each of the following of which a Responsible Officer of the
      Trustee or Servicer, as the case may be, has actual knowledge:

     

    (i) any
      material change or amendment to this Agreement;

     

    (ii) the
      occurrence of any Servicer Event of Termination that has not been cured or
      waived;

     

    (iii) the
      resignation or termination of the Servicer or the Trustee;

     

    (iv) the
      final
      payment to Holders of the Certificates of any Class;

     

    (v) any
      change in the location of any Account; and

     

    (vi) if
      the
      Trustee is acting as successor Servicer pursuant to Section 7.02 hereof, any
      event that would result in the inability of the Trustee to make
      Advances.

     

    (b) In
      addition, the Trustee shall promptly make available to each Rating Agency copies
      of each Statement to Certificateholders described in Sections 4.03 and 3.19
      hereof and the Servicer shall promptly furnish to each Rating Agency copies
      of
      the following:

     

    (i) each
      annual statement as to compliance described in Section 3.20 hereof;

     

    (ii) each
      annual independent public accountants’ servicing report described in Section
      3.21 hereof; and

     

    (iii) each
      notice delivered pursuant to Section 7.01(a) hereof which relates to the fact
      that the Servicer has not made an Advance.

     

    Any
      such
      notice pursuant to this Section 11.08 shall be in writing and shall be deemed
      to
      have been duly given if personally delivered or mailed by first class mail,
      postage prepaid, or by express delivery service to (i) Dominion Bond Rating
      Service, One Exchange Plaza, 55 Broadway, 15th
      Floor,
      New York, New York 10066 and (ii) Standard & Poor’s, a division of The
      McGraw-Hill Companies, Inc., 55 Water Street, 41st Floor, New York, NY 10041,
      Attention: Residential Mortgage Surveillance Group.

     

    SECTION
      11.09 Further
      Assurances.

     

    Notwithstanding
      any other provision of this Agreement, neither the Regular Certificateholders
      nor the Trustee shall have any obligation to consent to any amendment or
      modification of this Agreement unless they have been provided reasonable
      security or indemnity against their out-of-pocket expenses (including reasonable
      attorneys’ fees) to be incurred in connection therewith.

     

    SECTION
      11.10 Third
      Party Rights.

     

    The
      NIMS
      Insurer and the Swap Provider shall each be deemed third-party beneficiaries
      of
      this Agreement to the same extent as if they were parties hereto, and shall
      have
      the right to enforce the provisions of this Agreement.

     

    SECTION
      11.11 Benefits
      of Agreement.

     

    Nothing
      in this Agreement or in the Certificates, expressed or implied, shall give
      to
      any Person, other than the Certificateholders, the NIMS Insurer and the parties
      hereto and their successors hereunder, any benefit or any legal or equitable
      right, remedy or claim under this Agreement.

     

    SECTION
      11.12 Acts
      of
      Certificateholders.

     

    (a) Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Agreement to be given or taken by the Certificateholders
      may be embodied in and evidenced by one or more instruments of substantially
      similar tenor signed by such Certificateholders in person or by agent duly
      appointed in writing, and such action shall become effective when such
      instrument or instruments are delivered to the Trustee and the Servicer. Such
      instrument or instruments (and the action embodied therein and evidenced
      thereby) are herein sometimes referred to as the “act” of the Certificateholders
      signing such instrument or instruments. Proof of execution of any such
      instrument or of a writing appointing any such agent shall be sufficient for
      any
      purpose of this Agreement and conclusive in favor of the Trustee and the Trust,
      if made in the manner provided in this Section 11.11.

     

    (b) The
      fact
      and date of the execution by any Person of any such instrument or writing may
      be
      proved by the affidavit of a witness of such execution or by the certificate
      of
      a notary public or other officer authorized by law to take acknowledgments
      of
      deeds, certifying that the individual signing such instrument or writing
      acknowledged to him the execution thereof. Whenever such execution is by a
      signer acting in a capacity other than his or her individual capacity, such
      certificate or affidavit shall also constitute sufficient proof of his
      authority.

     

    (c) Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by any Certificateholder shall bind every future Holder of such
      Certificate and the Holder of every Certificate issued upon the registration
      of
      transfer thereof or in exchange therefor or in lieu thereof, in respect of
      anything done, omitted or suffered to be done by the Trustee or the Trust in
      reliance thereon, whether or not notation of such action is made upon such
      Certificate.

     

    SECTION
      11.13 Intention
      of the Parties and Interpretation. 

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21
      and
      4.07 of this Agreement is to facilitate compliance by the Depositor with the
      provisions of Regulation AB promulgated by the SEC under the 1934 Act (17 C.F.R.
      §§ 229.1100-229.1123), as such may be amended from time to time and subject to
      clarification and interpretive advice as may be issued by the staff of the
      SEC
      from time to time. Therefore, each of the parties agrees that (a) the
      obligations of the parties hereunder shall be interpreted in such a manner
      as to
      accomplish that purpose, (b) the parties’ obligations hereunder will be
      supplemented and modified as necessary to be consistent with any such
      amendments, interpretive advice or guidance, convention or consensus among
      active participants in the asset-backed securities markets, advice of counsel,
      or otherwise in respect of the requirements of Regulation AB, (c) the parties
      shall comply with requests made by the Depositor for delivery of additional
      or
      different information as the Depositor may determine in good faith is necessary
      to comply with the provisions of Regulation AB, and (d) no amendment of this
      Agreement shall be required to effect any such changes in the parties’
obligations as are necessary to accommodate evolving interpretations of the
      provisions of Regulation AB.

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have caused their
      names to be signed hereto by their respective officers thereunto duly
      authorized, all as of the day and year first above written.

     

    

      
        	 	
                FINANCIAL
                  ASSET SECURITIES CORP.,

                as
                  Depositor

              
	 	 	 
	 	
                By:

              	/s/
                Pat Leo
	 	
                Name:

              	Pat
                Leo
	 	
                Title:

              	Vice
                President


      

      

        
          	 	
                  
                    NATIONAL
                      CITY HOME LOAN SERVICES, INC., 

                    as
                      Servicer

                  

                
	 	 	 
	 	
                  By:

                	/s/
                  Steven A. Baranet
	 	
                  Name:

                	Steven
                  A. Baranet
	 	
                  Title:

                	Vice
                  President


        

        

          
            	 	
                    
                      DEUTSCHE
                        BANK NATIONAL TRUST COMPANY, as Trustee and Supplemental
                        Interest Trust
                        Trustee

                    

                  
	 	 	 
	 	
                    By:

                  	/s/
                    Marion Hogan
	 	
                    Name:

                  	Marion
                    Hogan
	 	
                    Title:

                  	Associate



          

          
            
              	 	 	 
	 	
                      By:

                    	/s/
                      Barbara Campbell
	 	
                      Name:

                    	Barbara
                      Campbell
	 	
                      Title:

                    	Vice
                      President


            

            
 

          

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              For
                purposes of Sections 6.08, 6.09 and 6.10:

            	 
	
              CLAYTON
                FIXED INCOME SERVICES INC.

            	 
	
               

              By:
                /s/
                Kevin J. Kanouff 

            	 
	
              Name:
                Kevin J. Kanouff

            	 
	
              Title:
                President and General Counsel

            	 
	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF CONNECTICUT

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF 

            	
              )

            


    

    


    On
      the
      ____ day of June, 2006 before me, a notary public in and for said State,
      personally appeared ___________________known to me to be a ____________________
      of Financial Asset Securities Corp., a Delaware corporation that executed the
      within instrument, and also known to me to be the person who executed it on
      behalf of said corporation, and acknowledged to me that such corporation
      executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    

      
        	 	 
	 	
                Notary
                  Public

              


      

    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              STATE
                OF ____________

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF __________

            	
              )

            


    

    


     

    On
      the____ day of June, 2006 before me, a notary public in and for said State,
      personally appeared ________________________known to me to be a
      ___________________ of National City Home Loan Services, Inc., a corporation
      that executed the within instrument, and also known to me to be the person
      who
      executed it on behalf of said corporation, and acknowledged to me that such
      corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      

        
          	 	 
	 	
                  Notary
                    Public

                


        

      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              STATE
                OF CALIFORNIA

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF ORANGE

            	
              )

            


    

    


     

    On
      the
      ___ day of June, 2006 before me, a notary public in and for said State,
      personally appeared_______________________, known to me to be
      a(n)________________________ and ________________________, known to me to be
      a(n) ________________________of Deutsche Bank National Trust Company, one of
      the
      entities that executed the within instrument, and also known to me to be the
      person who executed it on behalf of said association, and acknowledged to me
      that such corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      

        
          	 	 
	 	
                  Notary
                    Public

                


        

      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    
       

      

        EXHIBIT
          A-1

         

        FORM
          OF
          CLASS I-A-1 CERTIFICATE

         

        UNLESS
          THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
          TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
          REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
          IS
          REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
          BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
&
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
          OF
          DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
          BY OR TO
          ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
          HAS AN INTEREST HEREIN.

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        PRIOR
          TO
          THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
          CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
          (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
          AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
          IN SECTION 5.02(d)
          OF THE
          AGREEMENT.

         

        


        
          	
                  Certificate
                    No.

                	
                  :

                	
                  1

                
	
                  Cut-off
                    Date

                	
                  :

                	
                  June
                    1, 2006

                
	
                  First
                    Distribution Date

                	
                  :

                	
                  July
                    25, 2006

                
	
                  Initial
                    Certificate Principal Balance

                  of
                    this Certificate (“Denomination”)

                	
                  :

                	
                  $
                    243,559,000.00

                
	
                  Original
                    Class Certificate

                  Principal
                    Balance of this Class

                	
                  :

                	
                  $
                    243,559,000.00

                
	
                  Percentage
                    Interest

                	
                  :

                	
                  100%

                
	
                  Pass-Through
                    Rate

                	
                  :

                	
                  Variable

                
	
                  CUSIP

                	
                  :

                	
                  320278
                    AR 5

                
	
                  Class

                	
                  :

                	
                  I-A-1

                
	
                  Assumed
                    Maturity Date

                	
                  :

                	
                  July
                    2036

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        Series
          2006-FF8

        CLASS
          I-A-1

         

        evidencing
          the Percentage Interest in the distributions allocable to the Certificates
          of
          the above-referenced Class with respect to the Trust consisting of first
          lien
          adjustable rate and fixed rate mortgage loans (the “Mortgage
          Loans”)

         

        FINANCIAL
          ASSET SECURITIES CORP., AS DEPOSITOR

         

        Principal
          in respect of this Certificate is distributable monthly as set forth herein.
          Accordingly, the Certificate Principal Balance of this Class I-A-1 Certificate
          at any time may be less than the Initial Certificate Principal Balance
          set forth
          on the face hereof, as described herein. This Class I-A-1 Certificate does
          not
          evidence an obligation of, or an interest in, and is not guaranteed by
          the
          Depositor, the Servicer, or the Trustee referred to below or any of their
          respective affiliates.

         

        This
          certifies that Cede & Co. is the registered owner of the Percentage Interest
          evidenced by this Class I-A-1 Certificate (obtained by dividing the Denomination
          of this Class I-A-1 Certificate by the Original Class Certificate Principal
          Balance) in certain monthly distributions with respect to a Trust consisting
          primarily of the Mortgage Loans deposited by Financial Asset Securities
          Corp.
          (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
          Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor,
          National City Home Loan Services, Inc., as servicer (the “Servicer”), and
          Deutsche Bank National Trust Company, a national banking association, as
          trustee
          (the “Trustee”). To the extent not defined herein, the capitalized terms used
          herein have the meanings assigned in the Agreement. This Class I-A-1 Certificate
          is issued under and is subject to the terms, provisions and conditions
          of the
          Agreement, to which Agreement the Holder of this Class I-A-1 Certificate
          by
          virtue of the acceptance hereof assents and by which such Holder is
          bound.

         

        Reference
          is hereby made to the further provisions of this Class I-A-1 Certificate
          set
          forth on the reverse hereof, which further provisions shall for all purposes
          have the same effect as if set forth at this place.

         

        This
          Class I-A-1 Certificate shall not be entitled to any benefit under the
          Agreement
          or be valid for any purpose unless manually countersigned by an authorized
          signatory of the Trustee.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
          to be duly executed.

         

        Dated:
          June __, 2006

         

        
          	 	
                  FIRST
                    FRANKLIN MORTGAGE LOAN TRUST 2006-FF8

                   

                   

                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                    but solely as
                    Trustee

                
	 	 	 
	 	
                  By:

                	 


        

         

        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

        
          


          
            	 	 	 	 	 
	By:	 	 	 	 
	 	
                    
Authorized
                    Signatory of	 	 	
                  
	 	
                    Deutsche
                      Bank National Trust Company,

                    as
                      Trustee

                  	 	 	 




        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        [Reverse
          of Class I-A-1 Certificate]

         

        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        SERIES
          2006-FF8

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          First Franklin Mortgage Loan Trust 2006-FF8, Asset-Backed Certificates,
          Series
          2006-FF8 (herein collectively called the “Certificates”), and representing a
          beneficial ownership interest in the Trust created by the
          Agreement.

         

        The
          Certificateholder, by its acceptance of this Certificate, agrees that it
          will
          look solely to the funds on deposit in the Distribution Account for payment
          hereunder and that the Trustee is not liable to the Certificateholders
          for any
          amount payable under this Certificate or the Agreement or, except as expressly
          provided in the Agreement, subject to any liability under the
          Agreement.

         

        This
          Certificate does not purport to summarize the Agreement and reference is
          made to
          the Agreement for the interests, rights and limitations of rights, benefits,
          obligations and duties evidenced thereby, and the rights, duties and immunities
          of the Trustee.

         

        Pursuant
          to the terms of the Agreement, a distribution will be made on the 25th
          day of
          each month or, if such 25th day is not a Business Day, then the Business
          Day
          immediately following such Distribution Date (the “Distribution Date”),
          commencing on the first Distribution Date specified on the face hereof,
          to the
          Person in whose name this Certificate is registered at the close of business
          on
          the applicable Record Date in an amount equal to the product of the Percentage
          Interest evidenced by this Certificate and the amount required to be distributed
          to Holders of Certificates of the Class to which this Certificate belongs
          on
          such Distribution Date pursuant to the Agreement.

         

        Distributions
          on this Certificate shall be made by check or money order mailed to the
          address
          of the person entitled thereto as it appears on the Certificate Register
          or by
          wire transfer or otherwise, as set forth in the Agreement. The final
          distribution on each Certificate will be made in like manner, but only
          upon
          presentment and surrender of such Certificate at the office of the Trustee
          or
          the Trustee’s agent specified in the notice to Certificateholders of such final
          distribution.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Trustee
          and
          the rights of the Certificateholders under the Agreement at any time by
          the
          Depositor, the Servicer and the Trustee and of Holders of the requisite
          percentage of the Percentage Interests of each Class of Certificates affected
          by
          such amendment, as specified in the Agreement. Any such consent by the
          Holder of
          this Certificate shall be conclusive and binding on such Holder and upon
          all
          future Holders of this Certificate and of any Certificate issued upon the
          transfer hereof or in exchange therefor or in lieu hereof whether or not
          notation of such consent is made upon this Certificate. The Agreement also
          permits the amendment thereof, in certain limited circumstances, without
          the
          consent of the Holders of any of the Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          of
          the Certificate Registrar upon surrender of this Certificate for registration
          of
          transfer at the offices or agencies of the Trustee as provided in the Pooling
          and Servicing Agreement accompanied by a written instrument of transfer
          in form
          satisfactory to the Trustee and the Certificate Registrar duly executed
          by the
          holder hereof or such holder’s attorney duly authorized in writing, and
          thereupon one or more new Certificates of the same Class in authorized
          denominations and evidencing the same aggregate Percentage Interest in
          the Trust
          will be issued to the designated transferee or transferees.

         

        Prior
          to
          the termination of the Supplemental Interest Trust, any transferee of this
          Certificate who is a Plan subject to ERISA or Section 4975 of the Code,
          any
          Person acting, directly or indirectly, on behalf of any such Plan or any
          person
          using Plan Assets to acquire this Certificate shall be deemed to have made
          the
          representation made except in accordance with Section 5.02(d) of the
          Agreement.

         

        The
          Certificates are issuable only as registered Certificates without coupons
          in
          denominations specified in the Agreement. As provided in the Agreement
          and
          subject to certain limitations therein set forth, Certificates are exchangeable
          for new Certificates of the same Class in authorized denominations and
          evidencing the same aggregate Percentage Interest, as requested by the
          Holder
          surrendering the same.

         

        No
          service charge will be made for any such registration of transfer or exchange,
          but the Trustee may require payment of a sum sufficient to cover any tax
          or
          other governmental charge payable in connection therewith.

         

        The
          Depositor, the Servicer and the Trustee and any agent of the Depositor,
          the
          Servicer or the Trustee may treat the Person in whose name this Certificate
          is
          registered as the owner hereof for all purposes, and none of the Depositor,
          the
          Trustee, the Servicer or any such agent shall be affected by any notice
          to the
          contrary.

         

        On
          any
          Distribution Date following the date at which the remaining aggregate Principal
          Balance of the Mortgage Loans is less than 10% of the Principal Balance
          of the
          Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
          in
          whole, from the Trust the Mortgage Loans at a purchase price determined
          as
          provided in the Agreement. In the event that no such optional termination
          occurs, the obligations and responsibilities created by the Agreement will
          terminate upon notice to the Trustee upon the earliest of (i) the Distribution
          Date on which the Certificate Principal Balances of the Regular Certificates
          have been reduced to zero, (ii) the final payment or other liquidation
          of the
          last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
          of
          the Mortgage Loans as described in the Agreement and (iv) the Distribution
          Date
          in July 2036.

         

        Capitalized
          terms used herein that are defined in the Agreement shall have the meanings
          ascribed to them in the Agreement, and nothing herein shall be deemed
          inconsistent with that meaning.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
          unto

        
          	 
	 


        

        (Please
          print or typewrite name and address including postal zip code of
          assignee)

         

        the
          Percentage Interest evidenced by the within Certificate and hereby authorizes
          the transfer of registration of such Percentage Interest to assignee on
          the
          Certificate Register of the Trust.

         

        I
          (We)
          further direct the Trustee to issue a new Certificate of a like denomination
          and
          Class, to the above named assignee and deliver such Certificate to the
          following
          address:

        
          	 


        

        


         

        Dated:_________________

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          A-2

         

        FORM
          OF
          CLASS II-A-1 CERTIFICATE

         

        UNLESS
          THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
          TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
          REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
          IS
          REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
          BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
&
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
          OF
          DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
          BY OR TO
          ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
          HAS AN INTEREST HEREIN.

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        PRIOR
          TO
          THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
          CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
          (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
          AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
          IN SECTION 5.02(d)
          OF THE
          AGREEMENT.

         

        


        
          	
                  Certificate
                    No.

                	
                  :

                	
                  1

                
	
                  Cut-off
                    Date

                	
                  :

                	
                  June
                    1, 2006

                
	
                  First
                    Distribution Date

                	
                  :

                	
                  July
                    25, 2006

                
	
                  Initial
                    Certificate Principal Balance

                  of
                    this Certificate (“Denomination”)

                	
                  :

                	
                  $
                    196,936,000.00

                
	
                  Original
                    Class Certificate

                  Principal
                    Balance of this Class

                	
                  :

                	
                  $
                    196,936,000.00

                
	
                  Percentage
                    Interest

                	
                  :

                	
                  100%

                
	
                  Pass-Through
                    Rate

                	
                  :

                	
                  Variable

                
	
                  CUSIP

                	
                  :

                	
                  320278
                    AA 2

                
	
                  Class

                	
                  :

                	
                  II-A-1

                
	
                  Assumed
                    Maturity Date

                	
                  :

                	
                  July
                    2036

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        Series
          2006-FF8

        CLASS
          II-A-1

         

        evidencing
          the Percentage Interest in the distributions allocable to the Certificates
          of
          the above-referenced Class with respect to the Trust consisting of first
          lien
          adjustable rate and fixed rate mortgage loans (the “Mortgage
          Loans”)

         

        FINANCIAL
          ASSET SECURITIES CORP., AS DEPOSITOR

         

        Principal
          in respect of this Certificate is distributable monthly as set forth herein.
          Accordingly, the Certificate Principal Balance of this Class II-A-1 Certificate
          at any time may be less than the Initial Certificate Principal Balance
          set forth
          on the face hereof, as described herein. This Class II-A-1 Certificate
          does not
          evidence an obligation of, or an interest in, and is not guaranteed by
          the
          Depositor, the Servicer, or the Trustee referred to below or any of their
          respective affiliates.

         

        This
          certifies that Cede & Co. is the registered owner of the Percentage Interest
          evidenced by this Class II-A-1 Certificate (obtained by dividing the
          Denomination of this Class II-A-1 Certificate by the Original Class Certificate
          Principal Balance) in certain monthly distributions with respect to a Trust
          consisting primarily of the Mortgage Loans deposited by Financial Asset
          Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
          and Servicing Agreement dated as of June 1, 2006 (the “Agreement”) among the
          Depositor, National City Home Loan Services, Inc., as servicer (the “Servicer”),
          and Deutsche Bank National Trust Company, a national banking association,
          as
          trustee (the “Trustee”). To the extent not defined herein, the capitalized terms
          used herein have the meanings assigned in the Agreement. This Class II-A-1
          Certificate is issued under and is subject to the terms, provisions and
          conditions of the Agreement, to which Agreement the Holder of this Class
          II-A-1
          Certificate by virtue of the acceptance hereof assents and by which such
          Holder
          is bound.

         

        Reference
          is hereby made to the further provisions of this Class II-A-1 Certificate
          set
          forth on the reverse hereof, which further provisions shall for all purposes
          have the same effect as if set forth at this place.

         

        This
          Class II-A-1 Certificate shall not be entitled to any benefit under the
          Agreement or be valid for any purpose unless manually countersigned by
          an
          authorized signatory of the Trustee.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
          to be duly executed.

         

        Dated:
          June __, 2006

         

        
          	 	
                  FIRST
                    FRANKLIN MORTGAGE LOAN TRUST 2006-FF8

                   

                   

                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                    but solely as
                    Trustee

                
	 	 	 
	 	
                  By:

                	 


        

        


         

        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement


        
          
            


            
              	 	 	 	 	 
	By:	 	 	 	 
	 	
                      
Authorized
                      Signatory of	 	 	
                    
	 	
                      Deutsche
                        Bank National Trust Company,

                      as
                        Trustee

                    	 	 	 


            

          

        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        [Reverse
          of Class II-A-1 Certificate]

         

        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        SERIES
          2006-FF8

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          First Franklin Mortgage Loan Trust 2006-FF8, Asset-Backed Certificates,
          Series
          2006-FF8 (herein collectively called the “Certificates”), and representing a
          beneficial ownership interest in the Trust created by the
          Agreement.

         

        The
          Certificateholder, by its acceptance of this Certificate, agrees that it
          will
          look solely to the funds on deposit in the Distribution Account for payment
          hereunder and that the Trustee is not liable to the Certificateholders
          for any
          amount payable under this Certificate or the Agreement or, except as expressly
          provided in the Agreement, subject to any liability under the
          Agreement.

         

        This
          Certificate does not purport to summarize the Agreement and reference is
          made to
          the Agreement for the interests, rights and limitations of rights, benefits,
          obligations and duties evidenced thereby, and the rights, duties and immunities
          of the Trustee.

         

        Pursuant
          to the terms of the Agreement, a distribution will be made on the 25th
          day of
          each month or, if such 25th day is not a Business Day, then the Business
          Day
          immediately following such Distribution Date (the “Distribution Date”),
          commencing on the first Distribution Date specified on the face hereof,
          to the
          Person in whose name this Certificate is registered at the close of business
          on
          the applicable Record Date in an amount equal to the product of the Percentage
          Interest evidenced by this Certificate and the amount required to be distributed
          to Holders of Certificates of the Class to which this Certificate belongs
          on
          such Distribution Date pursuant to the Agreement.

         

        Distributions
          on this Certificate shall be made by check or money order mailed to the
          address
          of the person entitled thereto as it appears on the Certificate Register
          or by
          wire transfer or otherwise, as set forth in the Agreement. The final
          distribution on each Certificate will be made in like manner, but only
          upon
          presentment and surrender of such Certificate at the office of the Trustee
          or
          the Trustee’s agent specified in the notice to Certificateholders of such final
          distribution.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Trustee
          and
          the rights of the Certificateholders under the Agreement at any time by
          the
          Depositor, the Servicer and the Trustee and of Holders of the requisite
          percentage of the Percentage Interests of each Class of Certificates affected
          by
          such amendment, as specified in the Agreement. Any such consent by the
          Holder of
          this Certificate shall be conclusive and binding on such Holder and upon
          all
          future Holders of this Certificate and of any Certificate issued upon the
          transfer hereof or in exchange therefor or in lieu hereof whether or not
          notation of such consent is made upon this Certificate. The Agreement also
          permits the amendment thereof, in certain limited circumstances, without
          the
          consent of the Holders of any of the Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          of
          the Certificate Registrar upon surrender of this Certificate for registration
          of
          transfer at the offices or agencies of the Trustee as provided in the Pooling
          and Servicing Agreement accompanied by a written instrument of transfer
          in form
          satisfactory to the Trustee and the Certificate Registrar duly executed
          by the
          holder hereof or such holder’s attorney duly authorized in writing, and
          thereupon one or more new Certificates of the same Class in authorized
          denominations and evidencing the same aggregate Percentage Interest in
          the Trust
          will be issued to the designated transferee or transferees.

         

        Prior
          to
          the termination of the Supplemental Interest Trust, any transferee of this
          Certificate who is a Plan subject to ERISA or Section 4975 of the Code,
          any
          Person acting, directly or indirectly, on behalf of any such Plan or any
          person
          using Plan Assets to acquire this Certificate shall be deemed to have made
          the
          representation made except in accordance with Section 5.02(d) of the
          Agreement.

         

        The
          Certificates are issuable only as registered Certificates without coupons
          in
          denominations specified in the Agreement. As provided in the Agreement
          and
          subject to certain limitations therein set forth, Certificates are exchangeable
          for new Certificates of the same Class in authorized denominations and
          evidencing the same aggregate Percentage Interest, as requested by the
          Holder
          surrendering the same.

         

        No
          service charge will be made for any such registration of transfer or exchange,
          but the Trustee may require payment of a sum sufficient to cover any tax
          or
          other governmental charge payable in connection therewith.

         

        The
          Depositor, the Servicer and the Trustee and any agent of the Depositor,
          the
          Servicer or the Trustee may treat the Person in whose name this Certificate
          is
          registered as the owner hereof for all purposes, and none of the Depositor,
          the
          Trustee, the Servicer or any such agent shall be affected by any notice
          to the
          contrary.

         

        On
          any
          Distribution Date following the date at which the remaining aggregate Principal
          Balance of the Mortgage Loans is less than 10% of the Principal Balance
          of the
          Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
          in
          whole, from the Trust the Mortgage Loans at a purchase price determined
          as
          provided in the Agreement. In the event that no such optional termination
          occurs, the obligations and responsibilities created by the Agreement will
          terminate upon notice to the Trustee upon the earliest of (i) the Distribution
          Date on which the Certificate Principal Balances of the Regular Certificates
          have been reduced to zero, (ii) the final payment or other liquidation
          of the
          last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
          of
          the Mortgage Loans as described in the Agreement and (iv) the Distribution
          Date
          in July 2036.

         

        Capitalized
          terms used herein that are defined in the Agreement shall have the meanings
          ascribed to them in the Agreement, and nothing herein shall be deemed
          inconsistent with that meaning.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
          unto

        
          	 
	 


        

        (Please
          print or typewrite name and address including postal zip code of
          assignee)

         

        the
          Percentage Interest evidenced by the within Certificate and hereby authorizes
          the transfer of registration of such Percentage Interest to assignee on
          the
          Certificate Register of the Trust.

         

        I
          (We)
          further direct the Trustee to issue a new Certificate of a like denomination
          and
          Class, to the above named assignee and deliver such Certificate to the
          following
          address:

        
          	 


        

        


         

        Dated:_________________

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          A-3

         

        FORM
          OF
          CLASS II-A-2 CERTIFICATE

         

        UNLESS
          THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
          TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
          REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
          IS
          REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
          BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
&
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
          OF
          DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
          BY OR TO
          ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
          HAS AN INTEREST HEREIN.

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        PRIOR
          TO
          THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
          CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
          (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
          AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
          IN SECTION 5.02(d)
          OF THE
          AGREEMENT.

         

        


        
          	
                  Certificate
                    No.

                	
                  :

                	
                  1

                
	
                  Cut-off
                    Date

                	
                  :

                	
                  June
                    1, 2006

                
	
                  First
                    Distribution Date

                	
                  :

                	
                  July
                    25, 2006

                
	
                  Initial
                    Certificate Principal Balance

                  of
                    this Certificate (“Denomination”)

                	
                  :

                	
                  $
                    100,520,000.00

                
	
                  Original
                    Class Certificate

                  Principal
                    Balance of this Class

                	
                  :

                	
                  $
                    100,520,000.00

                
	
                  Percentage
                    Interest

                	
                  :

                	
                  100%

                
	
                  Pass-Through
                    Rate

                	
                  :

                	
                  Variable

                
	
                  CUSIP

                	
                  :

                	
                  320278
                    AB 0

                
	
                  Class

                	
                  :

                	
                  II-A-2

                
	
                  Assumed
                    Maturity Date

                	
                  :

                	
                  July
                    2036

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        Series
          2006-FF8

        CLASS
          II-A-2

         

        evidencing
          the Percentage Interest in the distributions allocable to the Certificates
          of
          the above-referenced Class with respect to the Trust consisting of first
          lien
          adjustable rate and fixed rate mortgage loans (the “Mortgage
          Loans”)

         

        FINANCIAL
          ASSET SECURITIES CORP., AS DEPOSITOR

         

        Principal
          in respect of this Certificate is distributable monthly as set forth herein.
          Accordingly, the Certificate Principal Balance of this Class II-A-2 Certificate
          at any time may be less than the Initial Certificate Principal Balance
          set forth
          on the face hereof, as described herein. This Class II-A-2 Certificate
          does not
          evidence an obligation of, or an interest in, and is not guaranteed by
          the
          Depositor, the Servicer, or the Trustee referred to below or any of their
          respective affiliates.

         

        This
          certifies that Cede & Co. is the registered owner of the Percentage Interest
          evidenced by this Class II-A-2 Certificate (obtained by dividing the
          Denomination of this Class II-A-2 Certificate by the Original Class Certificate
          Principal Balance) in certain monthly distributions with respect to a Trust
          consisting primarily of the Mortgage Loans deposited by Financial Asset
          Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
          and Servicing Agreement dated as of June 1, 2006 (the “Agreement”) among the
          Depositor, National City Home Loan Services, Inc., as servicer (the “Servicer”),
          and Deutsche Bank National Trust Company, a national banking association,
          as
          trustee (the “Trustee”). To the extent not defined herein, the capitalized terms
          used herein have the meanings assigned in the Agreement. This Class II-A-2
          Certificate is issued under and is subject to the terms, provisions and
          conditions of the Agreement, to which Agreement the Holder of this Class
          II-A-2
          Certificate by virtue of the acceptance hereof assents and by which such
          Holder
          is bound.

         

        Reference
          is hereby made to the further provisions of this Class II-A-2 Certificate
          set
          forth on the reverse hereof, which further provisions shall for all purposes
          have the same effect as if set forth at this place.

         

        This
          Class II-A-2 Certificate shall not be entitled to any benefit under the
          Agreement or be valid for any purpose unless manually countersigned by
          an
          authorized signatory of the Trustee.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
          to be duly executed.

         

        Dated:
          June __, 2006

         

        
          	 	
                  FIRST
                    FRANKLIN MORTGAGE LOAN TRUST 2006-FF8

                   

                   

                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                    but solely as
                    Trustee

                
	 	 	 
	 	
                  By:

                	 


        

        


         

        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

        
          
            


            
              	 	 	 	 	 
	By:	 	 	 	 
	 	
                      
Authorized
                      Signatory of	 	 	
                    
	 	
                      Deutsche
                        Bank National Trust Company,

                      as
                        Trustee

                    	 	 	 




              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              



          

        

        [Reverse
          of Class II-A-2 Certificate]

         

        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        SERIES
          2006-FF8

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          First Franklin Mortgage Loan Trust 2006-FF8, Asset-Backed Certificates,
          Series
          2006-FF8 (herein collectively called the “Certificates”), and representing a
          beneficial ownership interest in the Trust created by the
          Agreement.

         

        The
          Certificateholder, by its acceptance of this Certificate, agrees that it
          will
          look solely to the funds on deposit in the Distribution Account for payment
          hereunder and that the Trustee is not liable to the Certificateholders
          for any
          amount payable under this Certificate or the Agreement or, except as expressly
          provided in the Agreement, subject to any liability under the
          Agreement.

         

        This
          Certificate does not purport to summarize the Agreement and reference is
          made to
          the Agreement for the interests, rights and limitations of rights, benefits,
          obligations and duties evidenced thereby, and the rights, duties and immunities
          of the Trustee.

         

        Pursuant
          to the terms of the Agreement, a distribution will be made on the 25th
          day of
          each month or, if such 25th day is not a Business Day, then the Business
          Day
          immediately following such Distribution Date (the “Distribution Date”),
          commencing on the first Distribution Date specified on the face hereof,
          to the
          Person in whose name this Certificate is registered at the close of business
          on
          the applicable Record Date in an amount equal to the product of the Percentage
          Interest evidenced by this Certificate and the amount required to be distributed
          to Holders of Certificates of the Class to which this Certificate belongs
          on
          such Distribution Date pursuant to the Agreement.

         

        Distributions
          on this Certificate shall be made by check or money order mailed to the
          address
          of the person entitled thereto as it appears on the Certificate Register
          or by
          wire transfer or otherwise, as set forth in the Agreement. The final
          distribution on each Certificate will be made in like manner, but only
          upon
          presentment and surrender of such Certificate at the office of the Trustee
          or
          the Trustee’s agent specified in the notice to Certificateholders of such final
          distribution.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Trustee
          and
          the rights of the Certificateholders under the Agreement at any time by
          the
          Depositor, the Servicer and the Trustee and of Holders of the requisite
          percentage of the Percentage Interests of each Class of Certificates affected
          by
          such amendment, as specified in the Agreement. Any such consent by the
          Holder of
          this Certificate shall be conclusive and binding on such Holder and upon
          all
          future Holders of this Certificate and of any Certificate issued upon the
          transfer hereof or in exchange therefor or in lieu hereof whether or not
          notation of such consent is made upon this Certificate. The Agreement also
          permits the amendment thereof, in certain limited circumstances, without
          the
          consent of the Holders of any of the Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          of
          the Certificate Registrar upon surrender of this Certificate for registration
          of
          transfer at the offices or agencies of the Trustee as provided in the Pooling
          and Servicing Agreement accompanied by a written instrument of transfer
          in form
          satisfactory to the Trustee and the Certificate Registrar duly executed
          by the
          holder hereof or such holder’s attorney duly authorized in writing, and
          thereupon one or more new Certificates of the same Class in authorized
          denominations and evidencing the same aggregate Percentage Interest in
          the Trust
          will be issued to the designated transferee or transferees.

         

        Prior
          to
          the termination of the Supplemental Interest Trust, any transferee of this
          Certificate who is a Plan subject to ERISA or Section 4975 of the Code,
          any
          Person acting, directly or indirectly, on behalf of any such Plan or any
          person
          using Plan Assets to acquire this Certificate shall be deemed to have made
          the
          representation made except in accordance with Section 5.02(d) of the
          Agreement.

         

        The
          Certificates are issuable only as registered Certificates without coupons
          in
          denominations specified in the Agreement. As provided in the Agreement
          and
          subject to certain limitations therein set forth, Certificates are exchangeable
          for new Certificates of the same Class in authorized denominations and
          evidencing the same aggregate Percentage Interest, as requested by the
          Holder
          surrendering the same.

         

        No
          service charge will be made for any such registration of transfer or exchange,
          but the Trustee may require payment of a sum sufficient to cover any tax
          or
          other governmental charge payable in connection therewith.

         

        The
          Depositor, the Servicer and the Trustee and any agent of the Depositor,
          the
          Servicer or the Trustee may treat the Person in whose name this Certificate
          is
          registered as the owner hereof for all purposes, and none of the Depositor,
          the
          Trustee, the Servicer or any such agent shall be affected by any notice
          to the
          contrary.

         

        On
          any
          Distribution Date following the date at which the remaining aggregate Principal
          Balance of the Mortgage Loans is less than 10% of the Principal Balance
          of the
          Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
          in
          whole, from the Trust the Mortgage Loans at a purchase price determined
          as
          provided in the Agreement. In the event that no such optional termination
          occurs, the obligations and responsibilities created by the Agreement will
          terminate upon notice to the Trustee upon the earliest of (i) the Distribution
          Date on which the Certificate Principal Balances of the Regular Certificates
          have been reduced to zero, (ii) the final payment or other liquidation
          of the
          last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
          of
          the Mortgage Loans as described in the Agreement and (iv) the Distribution
          Date
          in July 2036.

         

        Capitalized
          terms used herein that are defined in the Agreement shall have the meanings
          ascribed to them in the Agreement, and nothing herein shall be deemed
          inconsistent with that meaning.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
          unto

         

        
          	 
	 


        

        (Please
          print or typewrite name and address including postal zip code of
          assignee)

         

        the
          Percentage Interest evidenced by the within Certificate and hereby authorizes
          the transfer of registration of such Percentage Interest to assignee on
          the
          Certificate Register of the Trust.

         

        I
          (We)
          further direct the Trustee to issue a new Certificate of a like denomination
          and
          Class, to the above named assignee and deliver such Certificate to the
          following
          address:

        
          	 


        

        


         

        Dated:_________________

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          A-4

         

        FORM
          OF
          CLASS II-A-3 CERTIFICATE

         

        UNLESS
          THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
          TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
          REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
          REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
          BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
&
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
          OF
          DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
          BY OR TO
          ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
          HAS AN INTEREST HEREIN.

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        PRIOR
          TO
          THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
          CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
          (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
          AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
          IN SECTION 5.02(d)
          OF THE
          AGREEMENT.

         

        


        
          	
                  Certificate
                    No.

                	
                  :

                	
                  1

                
	
                  Cut-off
                    Date

                	
                  :

                	
                  June
                    1, 2006

                
	
                  First
                    Distribution Date

                	
                  :

                	
                  July
                    25, 2006

                
	
                  Initial
                    Certificate Principal Balance

                  of
                    this Certificate (“Denomination”)

                	
                  :

                	
                  $
                    96,700,000.00

                
	
                  Original
                    Class Certificate

                  Principal
                    Balance of this Class

                	
                  :

                	
                  $
                    96,700,000.00

                
	
                  Percentage
                    Interest

                	
                  :

                	
                  100%

                
	
                  Pass-Through
                    Rate

                	
                  :

                	
                  Variable

                
	
                  CUSIP

                	
                  :

                	
                  320278
                    AC 8

                
	
                  Class

                	
                  :

                	
                  II-A-3

                
	
                  Assumed
                    Maturity Date

                	
                  :

                	
                  July
                    2036

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        Series
          2006-FF8

        CLASS
          II-A-3

         

        evidencing
          the Percentage Interest in the distributions allocable to the Certificates
          of
          the above-referenced Class with respect to the Trust consisting of first
          lien
          adjustable rate and fixed rate mortgage loans (the “Mortgage
          Loans”)

         

        FINANCIAL
          ASSET SECURITIES CORP., AS DEPOSITOR

         

        Principal
          in respect of this Certificate is distributable monthly as set forth herein.
          Accordingly, the Certificate Principal Balance of this Class II-A-3 Certificate
          at any time may be less than the Initial Certificate Principal Balance
          set forth
          on the face hereof, as described herein. This Class II-A-3 Certificate
          does not
          evidence an obligation of, or an interest in, and is not guaranteed by
          the
          Depositor, the Servicer, or the Trustee referred to below or any of their
          respective affiliates.

         

        This
          certifies that Cede & Co. is the registered owner of the Percentage Interest
          evidenced by this Class II-A-3 Certificate (obtained by dividing the
          Denomination of this Class II-A-3 Certificate by the Original Class Certificate
          Principal Balance) in certain monthly distributions with respect to a Trust
          consisting primarily of the Mortgage Loans deposited by Financial Asset
          Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
          and Servicing Agreement dated as of June 1, 2006 (the “Agreement”) among the
          Depositor, National City Home Loan Services, Inc., as servicer (the “Servicer”),
          and Deutsche Bank National Trust Company, a national banking association,
          as
          trustee (the “Trustee”). To the extent not defined herein, the capitalized terms
          used herein have the meanings assigned in the Agreement. This Class II-A-3
          Certificate is issued under and is subject to the terms, provisions and
          conditions of the Agreement, to which Agreement the Holder of this Class
          II-A-3
          Certificate by virtue of the acceptance hereof assents and by which such
          Holder
          is bound.

         

        Reference
          is hereby made to the further provisions of this Class II-A-3 Certificate
          set
          forth on the reverse hereof, which further provisions shall for all purposes
          have the same effect as if set forth at this place.

         

        This
          Class II-A-3 Certificate shall not be entitled to any benefit under the
          Agreement or be valid for any purpose unless manually countersigned by
          an
          authorized signatory of the Trustee.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
          to be duly executed.

         

        Dated:
          June __, 2006

         

        
          	 	
                  FIRST
                    FRANKLIN MORTGAGE LOAN TRUST 2006-FF8

                   

                   

                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                    but solely as
                    Trustee

                
	 	 	 
	 	
                  By:

                	 


        

        


         

        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

        
          


          
            	 	 	 	 	 
	By:	 	 	 	 
	 	
                    
Authorized
                    Signatory of	 	 	
                  
	 	
                    Deutsche
                      Bank National Trust Company,

                    as
                      Trustee

                  	 	 	 




            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            



        

        [Reverse
          of Class II-A-3 Certificate]

         

        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        SERIES
          2006-FF8

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          First Franklin Mortgage Loan Trust 2006-FF8, Asset-Backed Certificates,
          Series
          2006-FF8 (herein collectively called the “Certificates”), and representing a
          beneficial ownership interest in the Trust created by the
          Agreement.

         

        The
          Certificateholder, by its acceptance of this Certificate, agrees that it
          will
          look solely to the funds on deposit in the Distribution Account for payment
          hereunder and that the Trustee is not liable to the Certificateholders
          for any
          amount payable under this Certificate or the Agreement or, except as expressly
          provided in the Agreement, subject to any liability under the
          Agreement.

         

        This
          Certificate does not purport to summarize the Agreement and reference is
          made to
          the Agreement for the interests, rights and limitations of rights, benefits,
          obligations and duties evidenced thereby, and the rights, duties and immunities
          of the Trustee.

         

        Pursuant
          to the terms of the Agreement, a distribution will be made on the 25th
          day of
          each month or, if such 25th day is not a Business Day, then the Business
          Day
          immediately following such Distribution Date (the “Distribution Date”),
          commencing on the first Distribution Date specified on the face hereof,
          to the
          Person in whose name this Certificate is registered at the close of business
          on
          the applicable Record Date in an amount equal to the product of the Percentage
          Interest evidenced by this Certificate and the amount required to be distributed
          to Holders of Certificates of the Class to which this Certificate belongs
          on
          such Distribution Date pursuant to the Agreement.

         

        Distributions
          on this Certificate shall be made by check or money order mailed to the
          address
          of the person entitled thereto as it appears on the Certificate Register
          or by
          wire transfer or otherwise, as set forth in the Agreement. The final
          distribution on each Certificate will be made in like manner, but only
          upon
          presentment and surrender of such Certificate at the office of the Trustee
          or
          the Trustee’s agent specified in the notice to Certificateholders of such final
          distribution.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Trustee
          and
          the rights of the Certificateholders under the Agreement at any time by
          the
          Depositor, the Servicer and the Trustee and of Holders of the requisite
          percentage of the Percentage Interests of each Class of Certificates affected
          by
          such amendment, as specified in the Agreement. Any such consent by the
          Holder of
          this Certificate shall be conclusive and binding on such Holder and upon
          all
          future Holders of this Certificate and of any Certificate issued upon the
          transfer hereof or in exchange therefor or in lieu hereof whether or not
          notation of such consent is made upon this Certificate. The Agreement also
          permits the amendment thereof, in certain limited circumstances, without
          the
          consent of the Holders of any of the Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          of
          the Certificate Registrar upon surrender of this Certificate for registration
          of
          transfer at the offices or agencies of the Trustee as provided in the Pooling
          and Servicing Agreement accompanied by a written instrument of transfer
          in form
          satisfactory to the Trustee and the Certificate Registrar duly executed
          by the
          holder hereof or such holder’s attorney duly authorized in writing, and
          thereupon one or more new Certificates of the same Class in authorized
          denominations and evidencing the same aggregate Percentage Interest in
          the Trust
          will be issued to the designated transferee or transferees.

         

        Prior
          to
          the termination of the Supplemental Interest Trust, any transferee of this
          Certificate who is a Plan subject to ERISA or Section 4975 of the Code,
          any
          Person acting, directly or indirectly, on behalf of any such Plan or any
          person
          using Plan Assets to acquire this Certificate shall be deemed to have made
          the
          representation made except in accordance with Section 5.02(d) of the
          Agreement.

         

        The
          Certificates are issuable only as registered Certificates without coupons
          in
          denominations specified in the Agreement. As provided in the Agreement
          and
          subject to certain limitations therein set forth, Certificates are exchangeable
          for new Certificates of the same Class in authorized denominations and
          evidencing the same aggregate Percentage Interest, as requested by the
          Holder
          surrendering the same.

         

        No
          service charge will be made for any such registration of transfer or exchange,
          but the Trustee may require payment of a sum sufficient to cover any tax
          or
          other governmental charge payable in connection therewith.

         

        The
          Depositor, the Servicer and the Trustee and any agent of the Depositor,
          the
          Servicer or the Trustee may treat the Person in whose name this Certificate
          is
          registered as the owner hereof for all purposes, and none of the Depositor,
          the
          Trustee, the Servicer or any such agent shall be affected by any notice
          to the
          contrary.

         

        On
          any
          Distribution Date following the date at which the remaining aggregate Principal
          Balance of the Mortgage Loans is less than 10% of the Principal Balance
          of the
          Original Mortgage Loans as of the Cut-off Date the Servicer may purchase,
          in
          whole, from the Trust the Mortgage Loans at a purchase price determined
          as
          provided in the Agreement. In the event that no such optional termination
          occurs, the obligations and responsibilities created by the Agreement will
          terminate upon notice to the Trustee upon the earliest of (i) the Distribution
          Date on which the Certificate Principal Balances of the Regular Certificates
          have been reduced to zero, (ii) the final payment or other liquidation
          of the
          last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
          of
          the Mortgage Loans as described in the Agreement and (iv) the Distribution
          Date
          in July 2036.

         

        Capitalized
          terms used herein that are defined in the Agreement shall have the meanings
          ascribed to them in the Agreement, and nothing herein shall be deemed
          inconsistent with that meaning.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
          unto

         

        
          	 
	 


        

        (Please
          print or typewrite name and address including postal zip code of
          assignee)

         

        the
          Percentage Interest evidenced by the within Certificate and hereby authorizes
          the transfer of registration of such Percentage Interest to assignee on
          the
          Certificate Register of the Trust.

         

        I
          (We)
          further direct the Trustee to issue a new Certificate of a like denomination
          and
          Class, to the above named assignee and deliver such Certificate to the
          following
          address:

        
          	 


        

        


         

        Dated:_________________

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          A-5

         

        FORM
          OF
          CLASS II-A-4 CERTIFICATE

         

        UNLESS
          THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
          TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
          REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
          IS
          REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
          BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
&
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
          OF
          DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
          BY OR TO
          ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
          HAS AN INTEREST HEREIN.

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        PRIOR
          TO
          THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
          CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
          (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
          AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
          IN SECTION 5.02(d)
          OF THE
          AGREEMENT.

         

        


        
          	
                  Certificate
                    No.

                	
                  :

                	
                  1

                
	
                  Cut-off
                    Date

                	
                  :

                	
                  June
                    1, 2006

                
	
                  First
                    Distribution Date

                	
                  :

                	
                  July
                    25, 2006

                
	
                  Initial
                    Certificate Principal Balance

                  of
                    this Certificate (“Denomination”)

                	
                  :

                	
                  $
                    31,940,000.00

                
	
                  Original
                    Class Certificate

                  Principal
                    Balance of this Class

                	
                  :

                	
                  $
                    31,940,000.00

                
	
                  Percentage
                    Interest

                	
                  :

                	
                  100%

                
	
                  Pass-Through
                    Rate

                	
                  :

                	
                  Variable

                
	
                  CUSIP

                	
                  :

                	
                  320278
                    AD
                    6

                
	
                  Class

                	
                  :

                	
                  II-A-4

                
	
                  Assumed
                    Maturity Date

                	
                  :

                	
                  July
                    2036

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        Series
          2006-FF8

        CLASS
          II-A-4

         

        evidencing
          the Percentage Interest in the distributions allocable to the Certificates
          of
          the above-referenced Class with respect to the Trust consisting of first
          lien
          adjustable rate and fixed rate mortgage loans (the “Mortgage
          Loans”)

         

        FINANCIAL
          ASSET SECURITIES CORP., AS DEPOSITOR

         

        Principal
          in respect of this Certificate is distributable monthly as set forth herein.
          Accordingly, the Certificate Principal Balance of this Class II-A-4 Certificate
          at any time may be less than the Initial Certificate Principal Balance
          set forth
          on the face hereof, as described herein. This Class II-A-4 Certificate
          does not
          evidence an obligation of, or an interest in, and is not guaranteed by
          the
          Depositor, the Servicer, or the Trustee referred to below or any of their
          respective affiliates.

         

        This
          certifies that Cede & Co. is the registered owner of the Percentage Interest
          evidenced by this Class II-A-4 Certificate (obtained by dividing the
          Denomination of this Class II-A-4 Certificate by the Original Class Certificate
          Principal Balance) in certain monthly distributions with respect to a Trust
          consisting primarily of the Mortgage Loans deposited by Financial Asset
          Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
          and Servicing Agreement dated as of June 1, 2006 (the “Agreement”) among the
          Depositor, National City Home Loan Services, Inc., as servicer (the “Servicer”),
          and Deutsche Bank National Trust Company, a national banking association,
          as
          trustee (the “Trustee”). To the extent not defined herein, the capitalized terms
          used herein have the meanings assigned in the Agreement. This Class II-A-4
          Certificate is issued under and is subject to the terms, provisions and
          conditions of the Agreement, to which Agreement the Holder of this Class
          II-A-4
          Certificate by virtue of the acceptance hereof assents and by which such
          Holder
          is bound.

         

        Reference
          is hereby made to the further provisions of this Class II-A-4 Certificate
          set
          forth on the reverse hereof, which further provisions shall for all purposes
          have the same effect as if set forth at this place.

         

        This
          Class II-A-4 Certificate shall not be entitled to any benefit under the
          Agreement or be valid for any purpose unless manually countersigned by
          an
          authorized signatory of the Trustee.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
          to be duly executed.

         

        Dated:
          June __, 2006

         

        
          	 	
                  FIRST
                    FRANKLIN MORTGAGE LOAN TRUST 2006-FF8

                   

                   

                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                    but solely as
                    Trustee

                
	 	 	 
	 	
                  By:

                	 


        

        


        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

        
          
            


            
              	 	 	 	 	 
	By:	 	 	 	 
	 	
                      
Authorized
                      Signatory of	 	 	
                    
	 	
                      Deutsche
                        Bank National Trust Company,

                      as
                        Trustee

                    	 	 	 




              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              



          

        

        [Reverse
          of Class II-A-4 Certificate]

         

        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        SERIES
          2006-FF8

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          First Franklin Mortgage Loan Trust 2006-FF8, Asset-Backed Certificates,
          Series
          2006-FF8 (herein collectively called the “Certificates”), and representing a
          beneficial ownership interest in the Trust created by the
          Agreement.

         

        The
          Certificateholder, by its acceptance of this Certificate, agrees that it
          will
          look solely to the funds on deposit in the Distribution Account for payment
          hereunder and that the Trustee is not liable to the Certificateholders
          for any
          amount payable under this Certificate or the Agreement or, except as expressly
          provided in the Agreement, subject to any liability under the
          Agreement.

         

        This
          Certificate does not purport to summarize the Agreement and reference is
          made to
          the Agreement for the interests, rights and limitations of rights, benefits,
          obligations and duties evidenced thereby, and the rights, duties and immunities
          of the Trustee.

         

        Pursuant
          to the terms of the Agreement, a distribution will be made on the 25th
          day of
          each month or, if such 25th day is not a Business Day, then the Business
          Day
          immediately following such Distribution Date (the “Distribution Date”),
          commencing on the first Distribution Date specified on the face hereof,
          to the
          Person in whose name this Certificate is registered at the close of business
          on
          the applicable Record Date in an amount equal to the product of the Percentage
          Interest evidenced by this Certificate and the amount required to be distributed
          to Holders of Certificates of the Class to which this Certificate belongs
          on
          such Distribution Date pursuant to the Agreement.

         

        Distributions
          on this Certificate shall be made by check or money order mailed to the
          address
          of the person entitled thereto as it appears on the Certificate Register
          or by
          wire transfer or otherwise, as set forth in the Agreement. The final
          distribution on each Certificate will be made in like manner, but only
          upon
          presentment and surrender of such Certificate at the office of the Trustee
          or
          the Trustee’s agent specified in the notice to Certificateholders of such final
          distribution.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Trustee
          and
          the rights of the Certificateholders under the Agreement at any time by
          the
          Depositor, the Servicer and the Trustee and of Holders of the requisite
          percentage of the Percentage Interests of each Class of Certificates affected
          by
          such amendment, as specified in the Agreement. Any such consent by the
          Holder of
          this Certificate shall be conclusive and binding on such Holder and upon
          all
          future Holders of this Certificate and of any Certificate issued upon the
          transfer hereof or in exchange therefor or in lieu hereof whether or not
          notation of such consent is made upon this Certificate. The Agreement also
          permits the amendment thereof, in certain limited circumstances, without
          the
          consent of the Holders of any of the Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          of
          the Certificate Registrar upon surrender of this Certificate for registration
          of
          transfer at the offices or agencies of the Trustee as provided in the Pooling
          and Servicing Agreement accompanied by a written instrument of transfer
          in form
          satisfactory to the Trustee and the Certificate Registrar duly executed
          by the
          holder hereof or such holder’s attorney duly authorized in writing, and
          thereupon one or more new Certificates of the same Class in authorized
          denominations and evidencing the same aggregate Percentage Interest in
          the Trust
          will be issued to the designated transferee or transferees.

         

        Prior
          to
          the termination of the Supplemental Interest Trust, any transferee of this
          Certificate who is a Plan subject to ERISA or Section 4975 of the Code,
          any
          Person acting, directly or indirectly, on behalf of any such Plan or any
          person
          using Plan Assets to acquire this Certificate shall be deemed to have made
          the
          representation made except in accordance with Section 5.02(d) of the
          Agreement.

         

        The
          Certificates are issuable only as registered Certificates without coupons
          in
          denominations specified in the Agreement. As provided in the Agreement
          and
          subject to certain limitations therein set forth, Certificates are exchangeable
          for new Certificates of the same Class in authorized denominations and
          evidencing the same aggregate Percentage Interest, as requested by the
          Holder
          surrendering the same.

         

        No
          service charge will be made for any such registration of transfer or exchange,
          but the Trustee may require payment of a sum sufficient to cover any tax
          or
          other governmental charge payable in connection therewith.

         

        The
          Depositor, the Servicer and the Trustee and any agent of the Depositor,
          the
          Servicer or the Trustee may treat the Person in whose name this Certificate
          is
          registered as the owner hereof for all purposes, and none of the Depositor,
          the
          Trustee, the Servicer or any such agent shall be affected by any notice
          to the
          contrary.

         

        On
          any
          Distribution Date following the date at which the remaining aggregate Principal
          Balance of the Mortgage Loans is less than 10% of the Principal Balance
          of the
          Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
          in
          whole, from the Trust the Mortgage Loans at a purchase price determined
          as
          provided in the Agreement. In the event that no such optional termination
          occurs, the obligations and responsibilities created by the Agreement will
          terminate upon notice to the Trustee upon the earliest of (i) the Distribution
          Date on which the Certificate Principal Balances of the Regular Certificates
          have been reduced to zero, (ii) the final payment or other liquidation
          of the
          last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
          of
          the Mortgage Loans as described in the Agreement and (iv) the Distribution
          Date
          in July 2036.

         

        Capitalized
          terms used herein that are defined in the Agreement shall have the meanings
          ascribed to them in the Agreement, and nothing herein shall be deemed
          inconsistent with that meaning.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
          unto

         

        
          	 
	 


        

        (Please
          print or typewrite name and address including postal zip code of
          assignee)

         

        the
          Percentage Interest evidenced by the within Certificate and hereby authorizes
          the transfer of registration of such Percentage Interest to assignee on
          the
          Certificate Register of the Trust.

         

        I
          (We)
          further direct the Trustee to issue a new Certificate of a like denomination
          and
          Class, to the above named assignee and deliver such Certificate to the
          following
          address:

        
          	 


        

        


         

        Dated:_________________

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


         

        


         


        EXHIBIT
          A-6

         

        FORM
          OF
          CLASS M-1 CERTIFICATE

         

        UNLESS
          THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
          TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
          REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
          IS
          REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
          BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
&
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
          OF
          DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
          BY OR TO
          ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
          HAS AN INTEREST HEREIN.

         

        THIS
          CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
          CERTIFICATES, THE CLASS II-A-2, THE CLASS II-A-3 CERTIFICATES AND THE CLASS
          II-A-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
          AGREEMENT REFERRED TO HEREIN.

         

        PRIOR
          TO
          THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
          CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
          (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
          AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
          IN SECTION 5.02(d)
          OF THE
          AGREEMENT MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
          HEREIN.

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        
          	
                  Certificate
                    No.

                	
                  :

                	
                  1

                
	
                  Cut-off
                    Date

                	
                  :

                	
                  June
                    1, 2006

                
	
                  First
                    Distribution Date

                	
                  :

                	
                  July
                    25, 2006

                
	
                  Initial
                    Certificate Principal Balance of this Certificate
                    (“Denomination”)

                	
                  :

                	
                  $
                    32,211,000.00

                
	
                  Original
                    Class Certificate Principal Balance of this Class

                	
                  :

                	
                  $
                    32,211,000.00

                
	
                  Percentage
                    Interest

                	
                  :

                	
                  100.00%

                
	
                  Pass-Through
                    Rate

                	
                  :

                	
                  Variable

                
	
                  CUSIP

                	
                  :

                	
                  320278
                    AE 4

                
	
                  Class

                	
                  :

                	
                  M-1

                
	
                  Assumed
                    Maturity Date

                	
                  :

                	
                  July
                    2036

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        Series
          2006-FF8

        CLASS
          M-1

         

        evidencing
          the Percentage Interest in the distributions allocable to the Certificates
          of
          the above-referenced Class with respect to the Trust consisting of first
          lien
          adjustable rate and fixed rate mortgage loans (the “Mortgage
          Loans”)

         

        FINANCIAL
          ASSET SECURITIES CORP., AS DEPOSITOR

         

        Principal
          in respect of this Certificate is distributable monthly as set forth herein.
          Accordingly, the Certificate Principal Balance of this Class M-1 Certificate
          at
          any time may be less than the Initial Certificate Principal Balance set
          forth on
          the face hereof, as described herein. This Class M-1 Certificate does not
          evidence an obligation of, or an interest in, and is not guaranteed by
          the
          Depositor, the Servicer, or the Trustee referred to below or any of their
          respective affiliates.

         

        This
          certifies that Cede & Co. is the registered owner of the Percentage Interest
          evidenced by this Class M-1 Certificate (obtained by dividing the Denomination
          of this Class M-1 Certificate by the Original Class Certificate Principal
          Balance) in certain monthly distributions with respect to a Trust consisting
          primarily of the Mortgage Loans deposited by Financial Asset Securities
          Corp.
          (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
          Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor,
          National City Home Loan Services, Inc., as servicer (the “Servicer”), and
          Deutsche Bank National Trust Company, a national banking association, as
          trustee
          (the “Trustee”). To the extent not defined herein, the capitalized terms used
          herein have the meanings assigned in the Agreement. This Class M-1 Certificate
          is issued under and is subject to the terms, provisions and conditions
          of the
          Agreement, to which Agreement the Holder of this Class M-1 Certificate
          by virtue
          of the acceptance hereof assents and by which such Holder is bound.

         

        Prior
          to
          the termination of the Supplemental Interest Trust, any transferee of this
          Certificate who is a Plan subject to ERISA or Section 4975 of the Code,
          any
          Person acting, directly or indirectly, on behalf of any such Plan or any
          person
          using Plan Assets to acquire this Certificate shall be deemed to have made
          the
          representation made except in accordance with Section 5.02(d) of the
          Agreement.

         

        Reference
          is hereby made to the further provisions of this Class M-1 Certificate
          set forth
          on the reverse hereof, which further provisions shall for all purposes
          have the
          same effect as if set forth at this place.

         

        This
          Class M-1 Certificate shall not be entitled to any benefit under the Agreement
          or be valid for any purpose unless manually countersigned by an authorized
          signatory of the Trustee.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
          to be duly executed.

         

        Dated:
          June __, 2006

         

        
          	 	
                  FIRST
                    FRANKLIN MORTGAGE LOAN TRUST 2006-FF8

                   

                   

                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                    but solely as
                    Trustee

                
	 	 	 
	 	
                  By:

                	 


        

        


        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

        
          
            


            
              	 	 	 	 	 
	By:	 	 	 	 
	 	
                      
Authorized
                      Signatory of	 	 	
                    
	 	
                      Deutsche
                        Bank National Trust Company,

                      as
                        Trustee

                    	 	 	 




              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              



          

        

        [Reverse
          of Class M-1 Certificate]

         

        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        SERIES
          2006-FF8

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          First Franklin Mortgage Loan Trust 2006-FF8, Asset-Backed Certificates,
          Series
          2006-FF8 herein collectively called the “Certificates”), and representing a
          beneficial ownership interest in the Trust created by the
          Agreement.

         

        The
          Certificateholder, by its acceptance of this Certificate, agrees that it
          will
          look solely to the funds on deposit in the Distribution Account for payment
          hereunder and that the Trustee is not liable to the Certificateholders
          for any
          amount payable under this Certificate or the Agreement or, except as expressly
          provided in the Agreement, subject to any liability under the
          Agreement.

         

        This
          Certificate does not purport to summarize the Agreement and reference is
          made to
          the Agreement for the interests, rights and limitations of rights, benefits,
          obligations and duties evidenced thereby, and the rights, duties and immunities
          of the Trustee.

         

        Pursuant
          to the terms of the Agreement, a distribution will be made on the 25th
          day of
          each month or, if such 25th day is not a Business Day, then the Business
          Day
          immediately following such Distribution Date (the “Distribution Date”),
          commencing on the first Distribution Date specified on the face hereof,
          to the
          Person in whose name this Certificate is registered at the close of business
          on
          the applicable Record Date in an amount equal to the product of the Percentage
          Interest evidenced by this Certificate and the amount required to be distributed
          to Holders of Certificates of the Class to which this Certificate belongs
          on
          such Distribution Date pursuant to the Agreement.

         

        Distributions
          on this Certificate shall be made by check or money order mailed to the
          address
          of the person entitled thereto as it appears on the Certificate Register
          or by
          wire transfer or otherwise, as set forth in the Agreement. The final
          distribution on each Certificate will be made in like manner, but only
          upon
          presentment and surrender of such Certificate at the office of the Trustee
          or
          the Trustee’s agent specified in the notice to Certificateholders of such final
          distribution.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Trustee
          and
          the rights of the Certificateholders under the Agreement at any time by
          the
          Depositor, the Servicer and the Trustee and of Holders of the requisite
          percentage of the Percentage Interests of each Class of Certificates affected
          by
          such amendment, as specified in the Agreement. Any such consent by the
          Holder of
          this Certificate shall be conclusive and binding on such Holder and upon
          all
          future Holders of this Certificate and of any Certificate issued upon the
          transfer hereof or in exchange therefor or in lieu hereof whether or not
          notation of such consent is made upon this Certificate. The Agreement also
          permits the amendment thereof, in certain limited circumstances, without
          the
          consent of the Holders of any of the Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          of
          the Certificate Registrar upon surrender of this Certificate for registration
          of
          transfer at the offices or agencies of the Trustee as provided in the Pooling
          and Servicing Agreement accompanied by a written instrument of transfer
          in form
          satisfactory to the Trustee and the Certificate Registrar duly executed
          by the
          holder hereof or such holder’s attorney duly authorized in writing, and
          thereupon one or more new Certificates of the same Class in authorized
          denominations and evidencing the same aggregate Percentage Interest in
          the Trust
          will be issued to the designated transferee or transferees.

         

        The
          Certificates are issuable only as registered Certificates without coupons
          in
          denominations specified in the Agreement. As provided in the Agreement
          and
          subject to certain limitations therein set forth, Certificates are exchangeable
          for new Certificates of the same Class in authorized denominations and
          evidencing the same aggregate Percentage Interest, as requested by the
          Holder
          surrendering the same.

         

        No
          service charge will be made for any such registration of transfer or exchange,
          but the Trustee may require payment of a sum sufficient to cover any tax
          or
          other governmental charge payable in connection therewith.

         

        The
          Depositor, the Servicer and the Trustee and any agent of the Depositor,
          the
          Servicer or the Trustee may treat the Person in whose name this Certificate
          is
          registered as the owner hereof for all purposes, and none of the Depositor,
          the
          Trustee, the Servicer or any such agent shall be affected by any notice
          to the
          contrary.

         

        On
          any
          Distribution Date following the date at which the remaining aggregate Principal
          Balance of the Mortgage Loans is less than 10% of the Principal Balance
          of the
          Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
          in
          whole, from the Trust the Mortgage Loans at a purchase price determined
          as
          provided in the Agreement. In the event that no such optional termination
          occurs, the obligations and responsibilities created by the Agreement will
          terminate upon notice to the Trustee upon the earliest of (i) the Distribution
          Date on which the Certificate Principal Balances of the Regular Certificates
          have been reduced to zero, (ii) the final payment or other liquidation
          of the
          last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
          of
          the Mortgage Loans as described in the Agreement and (iv) the Distribution
          Date
          in July 2036.

         

        Capitalized
          terms used herein that are defined in the Agreement shall have the meanings
          ascribed to them in the Agreement, and nothing herein shall be deemed
          inconsistent with that meaning.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
          unto

         

        
          	 
	 


        

        (Please
          print or typewrite name and address including postal zip code of
          assignee)

         

        the
          Percentage Interest evidenced by the within Certificate and hereby authorizes
          the transfer of registration of such Percentage Interest to assignee on
          the
          Certificate Register of the Trust.

         

        I
          (We)
          further direct the Trustee to issue a new Certificate of a like denomination
          and
          Class, to the above named assignee and deliver such Certificate to the
          following
          address:

        
          	 


        

        


         

        Dated:_________________

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


        



        EXHIBIT
          A-7

         

        FORM
          OF
          CLASS M-2 CERTIFICATE

         

        UNLESS
          THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
          TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
          REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
          IS
          REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
          BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
&
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
          OF
          DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
          BY OR TO
          ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
          HAS AN INTEREST HEREIN.

         

        THIS
          CERTIFICATE IS SUBORDINATE TO THE CLASS
          I-A-1 CERTIFICATES, THE CLASS II-A-1 CERTIFICATES, THE CLASS II-A-2, THE
          CLASS
          II-A-3 CERTIFICATES, THE CLASS II-A-4 CERTIFICATES
          AND THE
          CLASS M-1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
          AGREEMENT REFERRED TO HEREIN.

         

        PRIOR
          TO
          THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
          CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
          (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
          AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
          IN SECTION 5.02(d)
          OF THE
          AGREEMENT MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
          HEREIN.

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        
          	
                  Certificate
                    No.

                	
                  :

                	
                  1

                
	
                  Cut-off
                    Date

                	
                  :

                	
                  June
                    1, 2006

                
	
                  First
                    Distribution Date

                	
                  :

                	
                  July
                    25, 2006

                
	
                  Initial
                    Certificate Principal Balance of this Certificate
                    (“Denomination”)

                	
                  :

                	
                  $
                    28,821,000.00

                
	
                  Original
                    Class Certificate Principal Balance of this Class

                	
                  :

                	
                  $
                    28,821,000.00

                
	
                  Percentage
                    Interest

                	
                  :

                	
                  100.00%

                
	
                  Pass-Through
                    Rate

                	
                  :

                	
                  Variable

                
	
                  CUSIP

                	
                  :

                	
                  320278
                    AF 1

                
	
                  Class

                	
                  :

                	
                  M-2

                
	
                  Assumed
                    Maturity Date

                	
                  :

                	
                  July
                    2036

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        Series
          2006-FF8

        CLASS
          M-2

         

        evidencing
          the Percentage Interest in the distributions allocable to the Certificates
          of
          the above-referenced Class with respect to the Trust consisting of first
          lien
          adjustable rate and fixed rate mortgage loans (the “Mortgage
          Loans”)

         

        FINANCIAL
          ASSET SECURITIES CORP., AS DEPOSITOR

         

        Principal
          in respect of this Certificate is distributable monthly as set forth herein.
          Accordingly, the Certificate Principal Balance of this Class M-2 Certificate
          at
          any time may be less than the Initial Certificate Principal Balance set
          forth on
          the face hereof, as described herein. This Class M-2 Certificate does not
          evidence an obligation of, or an interest in, and is not guaranteed by
          the
          Depositor, the Servicer, or the Trustee referred to below or any of their
          respective affiliates.

         

        This
          certifies that Cede & Co. is the registered owner of the Percentage Interest
          evidenced by this Class M-2 Certificate (obtained by dividing the Denomination
          of this Class M-2 Certificate by the Original Class Certificate Principal
          Balance) in certain monthly distributions with respect to a Trust consisting
          primarily of the Mortgage Loans deposited by Financial Asset Securities
          Corp.
          (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
          Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor,
          National City Home Loan Services, Inc., as servicer (the “Servicer”), and
          Deutsche Bank National Trust Company, a national banking association, as
          trustee
          (the “Trustee”). To the extent not defined herein, the capitalized terms used
          herein have the meanings assigned in the Agreement. This Class M-2 Certificate
          is issued under and is subject to the terms, provisions and conditions
          of the
          Agreement, to which Agreement the Holder of this Class M-2 Certificate
          by virtue
          of the acceptance hereof assents and by which such Holder is bound.

         

        Prior
          to
          the termination of the Supplemental Interest Trust, any transferee of this
          Certificate who is a Plan subject to ERISA or Section 4975 of the Code,
          any
          Person acting, directly or indirectly, on behalf of any such Plan or any
          person
          using Plan Assets to acquire this Certificate shall be deemed to have made
          the
          representation made except in accordance with Section 5.02(d) of the
          Agreement.

         

        Reference
          is hereby made to the further provisions of this Class M-2 Certificate
          set forth
          on the reverse hereof, which further provisions shall for all purposes
          have the
          same effect as if set forth at this place.

         

        This
          Class M-2 Certificate shall not be entitled to any benefit under the Agreement
          or be valid for any purpose unless manually countersigned by an authorized
          signatory of the Trustee.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
          to be duly executed.

         

        Dated:
          June __, 2006

         

        
          	 	
                  FIRST
                    FRANKLIN MORTGAGE LOAN TRUST 2006-FF8

                   

                   

                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                    but solely as
                    Trustee

                
	 	 	 
	 	
                  By:

                	 


        

        


        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

        
          


          
            	 	 	 	 	 
	By:	 	 	 	 
	 	
                    
Authorized
                    Signatory of	 	 	
                  
	 	
                    Deutsche
                      Bank National Trust Company,

                    as
                      Trustee

                  	 	 	 




            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            



        

        [Reverse
          of Class M-2 Certificate]

         

        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        SERIES
          2006-FF8

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          First Franklin Mortgage Loan Trust 2006-FF8, Asset-Backed Certificates,
          Series
          2006-FF8 herein collectively called the “Certificates”), and representing a
          beneficial ownership interest in the Trust created by the
          Agreement.

         

        The
          Certificateholder, by its acceptance of this Certificate, agrees that it
          will
          look solely to the funds on deposit in the Distribution Account for payment
          hereunder and that the Trustee is not liable to the Certificateholders
          for any
          amount payable under this Certificate or the Agreement or, except as expressly
          provided in the Agreement, subject to any liability under the
          Agreement.

         

        This
          Certificate does not purport to summarize the Agreement and reference is
          made to
          the Agreement for the interests, rights and limitations of rights, benefits,
          obligations and duties evidenced thereby, and the rights, duties and immunities
          of the Trustee.

         

        Pursuant
          to the terms of the Agreement, a distribution will be made on the 25th
          day of
          each month or, if such 25th day is not a Business Day, then the Business
          Day
          immediately following such Distribution Date (the “Distribution Date”),
          commencing on the first Distribution Date specified on the face hereof,
          to the
          Person in whose name this Certificate is registered at the close of business
          on
          the applicable Record Date in an amount equal to the product of the Percentage
          Interest evidenced by this Certificate and the amount required to be distributed
          to Holders of Certificates of the Class to which this Certificate belongs
          on
          such Distribution Date pursuant to the Agreement.

         

        Distributions
          on this Certificate shall be made by check or money order mailed to the
          address
          of the person entitled thereto as it appears on the Certificate Register
          or by
          wire transfer or otherwise, as set forth in the Agreement. The final
          distribution on each Certificate will be made in like manner, but only
          upon
          presentment and surrender of such Certificate at the office of the Trustee
          or
          the Trustee’s agent specified in the notice to Certificateholders of such final
          distribution.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Trustee
          and
          the rights of the Certificateholders under the Agreement at any time by
          the
          Depositor, the Servicer and the Trustee and of Holders of the requisite
          percentage of the Percentage Interests of each Class of Certificates affected
          by
          such amendment, as specified in the Agreement. Any such consent by the
          Holder of
          this Certificate shall be conclusive and binding on such Holder and upon
          all
          future Holders of this Certificate and of any Certificate issued upon the
          transfer hereof or in exchange therefor or in lieu hereof whether or not
          notation of such consent is made upon this Certificate. The Agreement also
          permits the amendment thereof, in certain limited circumstances, without
          the
          consent of the Holders of any of the Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          of
          the Certificate Registrar upon surrender of this Certificate for registration
          of
          transfer at the offices or agencies of the Trustee as provided in the Pooling
          and Servicing Agreement accompanied by a written instrument of transfer
          in form
          satisfactory to the Trustee and the Certificate Registrar duly executed
          by the
          holder hereof or such holder’s attorney duly authorized in writing, and
          thereupon one or more new Certificates of the same Class in authorized
          denominations and evidencing the same aggregate Percentage Interest in
          the Trust
          will be issued to the designated transferee or transferees.

         

        The
          Certificates are issuable only as registered Certificates without coupons
          in
          denominations specified in the Agreement. As provided in the Agreement
          and
          subject to certain limitations therein set forth, Certificates are exchangeable
          for new Certificates of the same Class in authorized denominations and
          evidencing the same aggregate Percentage Interest, as requested by the
          Holder
          surrendering the same.

         

        No
          service charge will be made for any such registration of transfer or exchange,
          but the Trustee may require payment of a sum sufficient to cover any tax
          or
          other governmental charge payable in connection therewith.

         

        The
          Depositor, the Servicer and the Trustee and any agent of the Depositor,
          the
          Servicer or the Trustee may treat the Person in whose name this Certificate
          is
          registered as the owner hereof for all purposes, and none of the Depositor,
          the
          Trustee, the Servicer or any such agent shall be affected by any notice
          to the
          contrary.

         

        On
          any
          Distribution Date following the date at which the remaining aggregate Principal
          Balance of the Mortgage Loans is less than 10% of the Principal Balance
          of the
          Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
          in
          whole, from the Trust the Mortgage Loans at a purchase price determined
          as
          provided in the Agreement. In the event that no such optional termination
          occurs, the obligations and responsibilities created by the Agreement will
          terminate upon notice to the Trustee upon the earliest of (i) the Distribution
          Date on which the Certificate Principal Balances of the Regular Certificates
          have been reduced to zero, (ii) the final payment or other liquidation
          of the
          last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
          of
          the Mortgage Loans as described in the Agreement and (iv) the Distribution
          Date
          in July 2036.

         

        Capitalized
          terms used herein that are defined in the Agreement shall have the meanings
          ascribed to them in the Agreement, and nothing herein shall be deemed
          inconsistent with that meaning.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
          unto

         

        
          	 
	 


        

        (Please
          print or typewrite name and address including postal zip code of
          assignee)

         

        the
          Percentage Interest evidenced by the within Certificate and hereby authorizes
          the transfer of registration of such Percentage Interest to assignee on
          the
          Certificate Register of the Trust.

         

        I
          (We)
          further direct the Trustee to issue a new Certificate of a like denomination
          and
          Class, to the above named assignee and deliver such Certificate to the
          following
          address:

        
          	 


        

        


         

        Dated:_________________

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


        


         


        EXHIBIT
          A-8

         

        FORM
          OF
          CLASS M-3 CERTIFICATE

         

        UNLESS
          THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
          TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
          REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
          IS
          REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
          BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
&
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
          OF
          DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
          BY OR TO
          ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
          HAS AN INTEREST HEREIN.

         

        THIS
          CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
          CERTIFICATES, THE CLASS II-A-2, THE CLASS II-A-3 CERTIFICATES, THE CLASS
          II-A-4
          CERTIFICATES, THE CLASS M-1 CERTIFICATES AND THE CLASS M-2 CERTIFICATES
          TO THE
          EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
          HEREIN.

         

        PRIOR
          TO
          THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
          CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
          (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
          AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
          IN SECTION 5.02(d)
          OF THE
          AGREEMENT MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
          HEREIN.

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        
          	
                  Certificate
                    No.

                	
                  :

                	
                  1

                
	
                  Cut-off
                    Date

                	
                  :

                	
                  June
                    1, 2006

                
	
                  First
                    Distribution Date

                	
                  :

                	
                  July
                    25, 2006

                
	
                  Initial
                    Certificate Principal Balance of this Certificate
                    (“Denomination”)

                	
                  :

                	
                  $
                    17,377,000.00

                
	
                  Original
                    Class Certificate Principal Balance of this Class

                	
                  :

                	
                  $
                    17,377,000.00

                
	
                  Percentage
                    Interest

                	
                  :

                	
                  100.00%

                
	
                  Pass-Through
                    Rate

                	
                  :

                	
                  Variable

                
	
                  CUSIP

                	
                  :

                	
                  320278
                    AG 9

                
	
                  Class

                	
                  :

                	
                  M-3

                
	
                  Assumed
                    Maturity Date

                	
                  :

                	
                  July
                    2036

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        Series
          2006-FF8

        CLASS
          M-3

         

        evidencing
          the Percentage Interest in the distributions allocable to the Certificates
          of
          the above-referenced Class with respect to the Trust consisting of first
          lien
          adjustable rate and fixed rate mortgage loans (the “Mortgage
          Loans”)

         

        FINANCIAL
          ASSET SECURITIES CORP., AS DEPOSITOR

         

        Principal
          in respect of this Certificate is distributable monthly as set forth herein.
          Accordingly, the Certificate Principal Balance of this Class M-3 Certificate
          at
          any time may be less than the Initial Certificate Principal Balance set
          forth on
          the face hereof, as described herein. This Class M-3 Certificate does not
          evidence an obligation of, or an interest in, and is not guaranteed by
          the
          Depositor, the Servicer, or the Trustee referred to below or any of their
          respective affiliates.

         

        This
          certifies that Cede & Co. is the registered owner of the Percentage Interest
          evidenced by this Class M-3 Certificate (obtained by dividing the Denomination
          of this Class M-3 Certificate by the Original Class Certificate Principal
          Balance) in certain monthly distributions with respect to a Trust consisting
          primarily of the Mortgage Loans deposited by Financial Asset Securities
          Corp.
          (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
          Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor,
          National City Home Loan Services, Inc., as servicer (the “Servicer”), and
          Deutsche Bank National Trust Company, a national banking association, as
          trustee
          (the “Trustee”). To the extent not defined herein, the capitalized terms used
          herein have the meanings assigned in the Agreement. This Class M-3 Certificate
          is issued under and is subject to the terms, provisions and conditions
          of the
          Agreement, to which Agreement the Holder of this Class M-3 Certificate
          by virtue
          of the acceptance hereof assents and by which such Holder is bound.

         

        Prior
          to
          the termination of the Supplemental Interest Trust, any transferee of this
          Certificate who is a Plan subject to ERISA or Section 4975 of the Code,
          any
          Person acting, directly or indirectly, on behalf of any such Plan or any
          person
          using Plan Assets to acquire this Certificate shall be deemed to have made
          the
          representation made except in accordance with Section 5.02(d) of the
          Agreement.

         

        Reference
          is hereby made to the further provisions of this Class M-3 Certificate
          set forth
          on the reverse hereof, which further provisions shall for all purposes
          have the
          same effect as if set forth at this place.

         

        This
          Class M-3 Certificate shall not be entitled to any benefit under the Agreement
          or be valid for any purpose unless manually countersigned by an authorized
          signatory of the Trustee.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
          to be duly executed.

         

        Dated:
          June __, 2006

         

        
          	 	
                  FIRST
                    FRANKLIN MORTGAGE LOAN TRUST 2006-FF8

                   

                   

                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                    but solely as
                    Trustee

                
	 	 	 
	 	
                  By:

                	 


        

        


        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

        
          


          
            	 	 	 	 	 
	By:	 	 	 	 
	 	
                    
Authorized
                    Signatory of	 	 	
                  
	 	
                    Deutsche
                      Bank National Trust Company,

                    as
                      Trustee

                  	 	 	 


          

           

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        [Reverse
          of Class M-3 Certificate]

         

        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        SERIES
          2006-FF8

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          First Franklin Mortgage Loan Trust 2006-FF8, Asset-Backed Certificates,
          Series
          2006-FF8 herein collectively called the “Certificates”), and representing a
          beneficial ownership interest in the Trust created by the
          Agreement.

         

        The
          Certificateholder, by its acceptance of this Certificate, agrees that it
          will
          look solely to the funds on deposit in the Distribution Account for payment
          hereunder and that the Trustee is not liable to the Certificateholders
          for any
          amount payable under this Certificate or the Agreement or, except as expressly
          provided in the Agreement, subject to any liability under the
          Agreement.

         

        This
          Certificate does not purport to summarize the Agreement and reference is
          made to
          the Agreement for the interests, rights and limitations of rights, benefits,
          obligations and duties evidenced thereby, and the rights, duties and immunities
          of the Trustee.

         

        Pursuant
          to the terms of the Agreement, a distribution will be made on the 25th
          day of
          each month or, if such 25th day is not a Business Day, then the Business
          Day
          immediately following such Distribution Date (the “Distribution Date”),
          commencing on the first Distribution Date specified on the face hereof,
          to the
          Person in whose name this Certificate is registered at the close of business
          on
          the applicable Record Date in an amount equal to the product of the Percentage
          Interest evidenced by this Certificate and the amount required to be distributed
          to Holders of Certificates of the Class to which this Certificate belongs
          on
          such Distribution Date pursuant to the Agreement.

         

        Distributions
          on this Certificate shall be made by check or money order mailed to the
          address
          of the person entitled thereto as it appears on the Certificate Register
          or by
          wire transfer or otherwise, as set forth in the Agreement. The final
          distribution on each Certificate will be made in like manner, but only
          upon
          presentment and surrender of such Certificate at the office of the Trustee
          or
          the Trustee’s agent specified in the notice to Certificateholders of such final
          distribution.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Trustee
          and
          the rights of the Certificateholders under the Agreement at any time by
          the
          Depositor, the Servicer and the Trustee and of Holders of the requisite
          percentage of the Percentage Interests of each Class of Certificates affected
          by
          such amendment, as specified in the Agreement. Any such consent by the
          Holder of
          this Certificate shall be conclusive and binding on such Holder and upon
          all
          future Holders of this Certificate and of any Certificate issued upon the
          transfer hereof or in exchange therefor or in lieu hereof whether or not
          notation of such consent is made upon this Certificate. The Agreement also
          permits the amendment thereof, in certain limited circumstances, without
          the
          consent of the Holders of any of the Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          of
          the Certificate Registrar upon surrender of this Certificate for registration
          of
          transfer at the offices or agencies of the Trustee as provided in the Pooling
          and Servicing Agreement accompanied by a written instrument of transfer
          in form
          satisfactory to the Trustee and the Certificate Registrar duly executed
          by the
          holder hereof or such holder’s attorney duly authorized in writing, and
          thereupon one or more new Certificates of the same Class in authorized
          denominations and evidencing the same aggregate Percentage Interest in
          the Trust
          will be issued to the designated transferee or transferees.

         

        The
          Certificates are issuable only as registered Certificates without coupons
          in
          denominations specified in the Agreement. As provided in the Agreement
          and
          subject to certain limitations therein set forth, Certificates are exchangeable
          for new Certificates of the same Class in authorized denominations and
          evidencing the same aggregate Percentage Interest, as requested by the
          Holder
          surrendering the same.

         

        No
          service charge will be made for any such registration of transfer or exchange,
          but the Trustee may require payment of a sum sufficient to cover any tax
          or
          other governmental charge payable in connection therewith.

         

        The
          Depositor, the Servicer and the Trustee and any agent of the Depositor,
          the
          Servicer or the Trustee may treat the Person in whose name this Certificate
          is
          registered as the owner hereof for all purposes, and none of the Depositor,
          the
          Trustee, the Servicer or any such agent shall be affected by any notice
          to the
          contrary.

         

        On
          any
          Distribution Date following the date at which the remaining aggregate Principal
          Balance of the Mortgage Loans is less than 10% of the Principal Balance
          of the
          Original Mortgage Loans as of the Cut-off Date the Servicer may purchase,
          in
          whole, from the Trust the Mortgage Loans at a purchase price determined
          as
          provided in the Agreement. In the event that no such optional termination
          occurs, the obligations and responsibilities created by the Agreement will
          terminate upon notice to the Trustee upon the earliest of (i) the Distribution
          Date on which the Certificate Principal Balances of the Regular Certificates
          have been reduced to zero, (ii) the final payment or other liquidation
          of the
          last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
          of
          the Mortgage Loans as described in the Agreement and (iv) the Distribution
          Date
          in July 2036.

         

        Capitalized
          terms used herein that are defined in the Agreement shall have the meanings
          ascribed to them in the Agreement, and nothing herein shall be deemed
          inconsistent with that meaning.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
          unto

         

        
          	 
	 


        

        (Please
          print or typewrite name and address including postal zip code of
          assignee)

         

        the
          Percentage Interest evidenced by the within Certificate and hereby authorizes
          the transfer of registration of such Percentage Interest to assignee on
          the
          Certificate Register of the Trust.

         

        I
          (We)
          further direct the Trustee to issue a new Certificate of a like denomination
          and
          Class, to the above named assignee and deliver such Certificate to the
          following
          address:

        
          	 


        

        


         

        Dated:_________________

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

         


        EXHIBIT
          A-9

         

        FORM
          OF
          CLASS M-4 CERTIFICATE

         

        UNLESS
          THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
          TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
          REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
          IS
          REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
          BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
&
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
          OF
          DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
          BY OR TO
          ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
          HAS AN INTEREST HEREIN.

         

        THIS
          CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
          CERTIFICATES, THE CLASS II-A-2, THE CLASS II-A-3 CERTIFICATES, THE CLASS
          II-A-4
          CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES AND
          THE
          CLASS M-3 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
          AGREEMENT REFERRED TO HEREIN.

         

        PRIOR
          TO
          THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
          CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
          (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
          AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
          IN SECTION 5.02(d)
          OF THE
          AGREEMENT MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
          HEREIN.

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        


        
          	
                  Certificate
                    No.

                	
                  :

                	
                  1

                
	
                  Cut-off
                    Date

                	
                  :

                	
                  June
                    1, 2006

                
	
                  First
                    Distribution Date

                	
                  :

                	
                  July
                    25, 2006

                
	
                  Initial
                    Certificate Principal Balance of this Certificate
                    (“Denomination”)

                	
                  :

                	
                  $
                    15,682,000.00

                
	
                  Original
                    Class Certificate Principal Balance of this Class

                	
                  :

                	
                  $
                    15,682,000.00

                
	
                  Percentage
                    Interest

                	
                  :

                	
                  100.00%

                
	
                  Pass-Through
                    Rate

                	
                  :

                	
                  Variable

                
	
                  CUSIP

                	
                  :

                	
                  320278
                    AH 7

                
	
                  Class

                	
                  :

                	
                  M-4

                
	
                  Assumed
                    Maturity Date

                	
                  :

                	
                  July
                    2036

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        Series
          2006-FF8

        CLASS
          M-4

         

        evidencing
          the Percentage Interest in the distributions allocable to the Certificates
          of
          the above-referenced Class with respect to the Trust consisting of first
          lien
          adjustable rate and fixed rate mortgage loans (the “Mortgage
          Loans”)

         

        FINANCIAL
          ASSET SECURITIES CORP., AS DEPOSITOR

         

        Principal
          in respect of this Certificate is distributable monthly as set forth herein.
          Accordingly, the Certificate Principal Balance of this Class M-4 Certificate
          at
          any time may be less than the Initial Certificate Principal Balance set
          forth on
          the face hereof, as described herein. This Class M-4 Certificate does not
          evidence an obligation of, or an interest in, and is not guaranteed by
          the
          Depositor, the Servicer, or the Trustee referred to below or any of their
          respective affiliates.

         

        This
          certifies that Cede & Co. is the registered owner of the Percentage Interest
          evidenced by this Class M-4 Certificate (obtained by dividing the Denomination
          of this Class M-4 Certificate by the Original Class Certificate Principal
          Balance) in certain monthly distributions with respect to a Trust consisting
          primarily of the Mortgage Loans deposited by Financial Asset Securities
          Corp.
          (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
          Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor,
          National City Home Loan Services, Inc., as servicer (the “Servicer”), and
          Deutsche Bank National Trust Company, a national banking association, as
          trustee
          (the “Trustee”). To the extent not defined herein, the capitalized terms used
          herein have the meanings assigned in the Agreement. This Class M-4 Certificate
          is issued under and is subject to the terms, provisions and conditions
          of the
          Agreement, to which Agreement the Holder of this Class M-4 Certificate
          by virtue
          of the acceptance hereof assents and by which such Holder is bound.

         

        Prior
          to
          the termination of the Supplemental Interest Trust, any transferee of this
          Certificate who is a Plan subject to ERISA or Section 4975 of the Code,
          any
          Person acting, directly or indirectly, on behalf of any such Plan or any
          person
          using Plan Assets to acquire this Certificate shall be deemed to have made
          the
          representation made except in accordance with Section 5.02(d) of the
          Agreement.

         

        Reference
          is hereby made to the further provisions of this Class M-4 Certificate
          set forth
          on the reverse hereof, which further provisions shall for all purposes
          have the
          same effect as if set forth at this place.

         

        This
          Class M-4 Certificate shall not be entitled to any benefit under the Agreement
          or be valid for any purpose unless manually countersigned by an authorized
          signatory of the Trustee.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
          to be duly executed.

         

        Dated:
          June __, 2006

         

        
          	 	
                  FIRST
                    FRANKLIN MORTGAGE LOAN TRUST 2006-FF8

                   

                   

                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                    but solely as
                    Trustee

                
	 	 	 
	 	
                  By:

                	 


        

        


        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

         

        
          
            	 	 	 	 	 
	By:	 	 	 	 
	 	
                    
Authorized
                    Signatory of	 	 	
                  
	 	
                    Deutsche
                      Bank National Trust Company,

                    as
                      Trustee

                  	 	 	 


          

           

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        [Reverse
          of Class M-4 Certificate]

         

        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        SERIES
          2006-FF8

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          First Franklin Mortgage Loan Trust 2006-FF8, Asset-Backed Certificates,
          Series
          2006-FF8 herein collectively called the “Certificates”), and representing a
          beneficial ownership interest in the Trust created by the
          Agreement.

         

        The
          Certificateholder, by its acceptance of this Certificate, agrees that it
          will
          look solely to the funds on deposit in the Distribution Account for payment
          hereunder and that the Trustee is not liable to the Certificateholders
          for any
          amount payable under this Certificate or the Agreement or, except as expressly
          provided in the Agreement, subject to any liability under the
          Agreement.

         

        This
          Certificate does not purport to summarize the Agreement and reference is
          made to
          the Agreement for the interests, rights and limitations of rights, benefits,
          obligations and duties evidenced thereby, and the rights, duties and immunities
          of the Trustee.

         

        Pursuant
          to the terms of the Agreement, a distribution will be made on the 25th
          day of
          each month or, if such 25th day is not a Business Day, then the Business
          Day
          immediately following such Distribution Date (the “Distribution Date”),
          commencing on the first Distribution Date specified on the face hereof,
          to the
          Person in whose name this Certificate is registered at the close of business
          on
          the applicable Record Date in an amount equal to the product of the Percentage
          Interest evidenced by this Certificate and the amount required to be distributed
          to Holders of Certificates of the Class to which this Certificate belongs
          on
          such Distribution Date pursuant to the Agreement.

         

        Distributions
          on this Certificate shall be made by check or money order mailed to the
          address
          of the person entitled thereto as it appears on the Certificate Register
          or by
          wire transfer or otherwise, as set forth in the Agreement. The final
          distribution on each Certificate will be made in like manner, but only
          upon
          presentment and surrender of such Certificate at the office of the Trustee
          or
          the Trustee’s agent specified in the notice to Certificateholders of such final
          distribution.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Trustee
          and
          the rights of the Certificateholders under the Agreement at any time by
          the
          Depositor, the Servicer and the Trustee and of Holders of the requisite
          percentage of the Percentage Interests of each Class of Certificates affected
          by
          such amendment, as specified in the Agreement. Any such consent by the
          Holder of
          this Certificate shall be conclusive and binding on such Holder and upon
          all
          future Holders of this Certificate and of any Certificate issued upon the
          transfer hereof or in exchange therefor or in lieu hereof whether or not
          notation of such consent is made upon this Certificate. The Agreement also
          permits the amendment thereof, in certain limited circumstances, without
          the
          consent of the Holders of any of the Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          of
          the Certificate Registrar upon surrender of this Certificate for registration
          of
          transfer at the offices or agencies of the Trustee as provided in the Pooling
          and Servicing Agreement accompanied by a written instrument of transfer
          in form
          satisfactory to the Trustee and the Certificate Registrar duly executed
          by the
          holder hereof or such holder’s attorney duly authorized in writing, and
          thereupon one or more new Certificates of the same Class in authorized
          denominations and evidencing the same aggregate Percentage Interest in
          the Trust
          will be issued to the designated transferee or transferees.

         

        The
          Certificates are issuable only as registered Certificates without coupons
          in
          denominations specified in the Agreement. As provided in the Agreement
          and
          subject to certain limitations therein set forth, Certificates are exchangeable
          for new Certificates of the same Class in authorized denominations and
          evidencing the same aggregate Percentage Interest, as requested by the
          Holder
          surrendering the same.

         

        No
          service charge will be made for any such registration of transfer or exchange,
          but the Trustee may require payment of a sum sufficient to cover any tax
          or
          other governmental charge payable in connection therewith.

         

        The
          Depositor, the Servicer and the Trustee and any agent of the Depositor,
          the
          Servicer or the Trustee may treat the Person in whose name this Certificate
          is
          registered as the owner hereof for all purposes, and none of the Depositor,
          the
          Trustee, the Servicer or any such agent shall be affected by any notice
          to the
          contrary.

         

        On
          any
          Distribution Date following the date at which the remaining aggregate Principal
          Balance of the Mortgage Loans is less than 10% of the Principal Balance
          of the
          Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
          in
          whole, from the Trust the Mortgage Loans at a purchase price determined
          as
          provided in the Agreement. In the event that no such optional termination
          occurs, the obligations and responsibilities created by the Agreement will
          terminate upon notice to the Trustee upon the earliest of (i) the Distribution
          Date on which the Certificate Principal Balances of the Regular Certificates
          have been reduced to zero, (ii) the final payment or other liquidation
          of the
          last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
          of
          the Mortgage Loans as described in the Agreement and (iv) the Distribution
          Date
          in July 2036.

         

        Capitalized
          terms used herein that are defined in the Agreement shall have the meanings
          ascribed to them in the Agreement, and nothing herein shall be deemed
          inconsistent with that meaning.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
          unto

         

        
          	 
	 


        

        (Please
          print or typewrite name and address including postal zip code of
          assignee)

         

        the
          Percentage Interest evidenced by the within Certificate and hereby authorizes
          the transfer of registration of such Percentage Interest to assignee on
          the
          Certificate Register of the Trust.

         

        I
          (We)
          further direct the Trustee to issue a new Certificate of a like denomination
          and
          Class, to the above named assignee and deliver such Certificate to the
          following
          address:

        
          	 


        

        


         

        Dated:_________________

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


        


         


        EXHIBIT
          A-10

         

        FORM
          OF
          CLASS M-5 CERTIFICATE

         

        UNLESS
          THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
          TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
          REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
          IS
          REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
          BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
&
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
          OF
          DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
          BY OR TO
          ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
          HAS AN INTEREST HEREIN.

         

        THIS
          CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
          CERTIFICATES, THE CLASS II-A-2, THE CLASS II-A-3 CERTIFICATES, THE CLASS
          II-A-4
          CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE
          CLASS
          M-3 CERTIFICATES AND THE CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED
          IN THE
          POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         

        PRIOR
          TO
          THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
          CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
          (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
          AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
          IN SECTION 5.02(d)
          OF THE
          AGREEMENT MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
          HEREIN.

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        
          	
                  Certificate
                    No.

                	
                  :

                	
                  1

                
	
                  Cut-off
                    Date

                	
                  :

                	
                  June
                    1, 2006

                
	
                  First
                    Distribution Date

                	
                  :

                	
                  July
                    25, 2006

                
	
                  Initial
                    Certificate Principal Balance of this Certificate
                    (“Denomination”)

                	
                  :

                	
                  $
                    14,834,000.00

                
	
                  Original
                    Class Certificate Principal Balance of this Class

                	
                  :

                	
                  $
                    14,834,000.00

                
	
                  Percentage
                    Interest

                	
                  :

                	
                  100.00%

                
	
                  Pass-Through
                    Rate

                	
                  :

                	
                  Variable

                
	
                  CUSIP

                	
                  :

                	
                  320278
                    AJ 3

                
	
                  Class

                	
                  :

                	
                  M-5

                
	
                  Assumed
                    Maturity Date

                	
                  :

                	
                  July
                    2036

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        Series
          2006-FF8

        CLASS
          M-5

         

        evidencing
          the Percentage Interest in the distributions allocable to the Certificates
          of
          the above-referenced Class with respect to the Trust consisting of first
          lien
          adjustable rate and fixed rate mortgage loans (the “Mortgage
          Loans”)

         

        FINANCIAL
          ASSET SECURITIES CORP., AS DEPOSITOR

         

        Principal
          in respect of this Certificate is distributable monthly as set forth herein.
          Accordingly, the Certificate Principal Balance of this Class M-5 Certificate
          at
          any time may be less than the Initial Certificate Principal Balance set
          forth on
          the face hereof, as described herein. This Class M-5 Certificate does not
          evidence an obligation of, or an interest in, and is not guaranteed by
          the
          Depositor, the Servicer, or the Trustee referred to below or any of their
          respective affiliates.

         

        This
          certifies that Cede & Co. is the registered owner of the Percentage Interest
          evidenced by this Class M-5 Certificate (obtained by dividing the Denomination
          of this Class M-5 Certificate by the Original Class Certificate Principal
          Balance) in certain monthly distributions with respect to a Trust consisting
          primarily of the Mortgage Loans deposited by Financial Asset Securities
          Corp.
          (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
          Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor,
          National City Home Loan Services, Inc., as servicer (the “Servicer”), and
          Deutsche Bank National Trust Company, a national banking association, as
          trustee
          (the “Trustee”). To the extent not defined herein, the capitalized terms used
          herein have the meanings assigned in the Agreement. This Class M-5 Certificate
          is issued under and is subject to the terms, provisions and conditions
          of the
          Agreement, to which Agreement the Holder of this Class M-5 Certificate
          by virtue
          of the acceptance hereof assents and by which such Holder is bound.

         

        Prior
          to
          the termination of the Supplemental Interest Trust, any transferee of this
          Certificate who is a Plan subject to ERISA or Section 4975 of the Code,
          any
          Person acting, directly or indirectly, on behalf of any such Plan or any
          person
          using Plan Assets to acquire this Certificate shall be deemed to have made
          the
          representation made except in accordance with Section 5.02(d) of the
          Agreement.

         

        Reference
          is hereby made to the further provisions of this Class M-5 Certificate
          set forth
          on the reverse hereof, which further provisions shall for all purposes
          have the
          same effect as if set forth at this place.

         

        This
          Class M-5 Certificate shall not be entitled to any benefit under the Agreement
          or be valid for any purpose unless manually countersigned by an authorized
          signatory of the Trustee.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
          to be duly executed.

         

        Dated:
          June __, 2006

         

        
          	 	
                  FIRST
                    FRANKLIN MORTGAGE LOAN TRUST 2006-FF8

                   

                   

                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                    but solely as
                    Trustee

                
	 	 	 
	 	
                  By:

                	 


        

        


        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

        
          


          
            	 	 	 	 	 
	By:	 	 	 	 
	 	
                    
Authorized
                    Signatory of	 	 	
                  
	 	
                    Deutsche
                      Bank National Trust Company,

                    as
                      Trustee

                  	 	 	 


          

           

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        [Reverse
          of Class M-5 Certificate]

         

        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        SERIES
          2006-FF8

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          First Franklin Mortgage Loan Trust 2006-FF8, Asset-Backed Certificates,
          Series
          2006-FF8 herein collectively called the “Certificates”), and representing a
          beneficial ownership interest in the Trust created by the
          Agreement.

         

        The
          Certificateholder, by its acceptance of this Certificate, agrees that it
          will
          look solely to the funds on deposit in the Distribution Account for payment
          hereunder and that the Trustee is not liable to the Certificateholders
          for any
          amount payable under this Certificate or the Agreement or, except as expressly
          provided in the Agreement, subject to any liability under the
          Agreement.

         

        This
          Certificate does not purport to summarize the Agreement and reference is
          made to
          the Agreement for the interests, rights and limitations of rights, benefits,
          obligations and duties evidenced thereby, and the rights, duties and immunities
          of the Trustee.

         

        Pursuant
          to the terms of the Agreement, a distribution will be made on the 25th
          day of
          each month or, if such 25th day is not a Business Day, then the Business
          Day
          immediately following such Distribution Date (the “Distribution Date”),
          commencing on the first Distribution Date specified on the face hereof,
          to the
          Person in whose name this Certificate is registered at the close of business
          on
          the applicable Record Date in an amount equal to the product of the Percentage
          Interest evidenced by this Certificate and the amount required to be distributed
          to Holders of Certificates of the Class to which this Certificate belongs
          on
          such Distribution Date pursuant to the Agreement.

         

        Distributions
          on this Certificate shall be made by check or money order mailed to the
          address
          of the person entitled thereto as it appears on the Certificate Register
          or by
          wire transfer or otherwise, as set forth in the Agreement. The final
          distribution on each Certificate will be made in like manner, but only
          upon
          presentment and surrender of such Certificate at the office of the Trustee
          or
          the Trustee’s agent specified in the notice to Certificateholders of such final
          distribution.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Trustee
          and
          the rights of the Certificateholders under the Agreement at any time by
          the
          Depositor, the Servicer and the Trustee and of Holders of the requisite
          percentage of the Percentage Interests of each Class of Certificates affected
          by
          such amendment, as specified in the Agreement. Any such consent by the
          Holder of
          this Certificate shall be conclusive and binding on such Holder and upon
          all
          future Holders of this Certificate and of any Certificate issued upon the
          transfer hereof or in exchange therefor or in lieu hereof whether or not
          notation of such consent is made upon this Certificate. The Agreement also
          permits the amendment thereof, in certain limited circumstances, without
          the
          consent of the Holders of any of the Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          of
          the Certificate Registrar upon surrender of this Certificate for registration
          of
          transfer at the offices or agencies of the Trustee as provided in the Pooling
          and Servicing Agreement accompanied by a written instrument of transfer
          in form
          satisfactory to the Trustee and the Certificate Registrar duly executed
          by the
          holder hereof or such holder’s attorney duly authorized in writing, and
          thereupon one or more new Certificates of the same Class in authorized
          denominations and evidencing the same aggregate Percentage Interest in
          the Trust
          will be issued to the designated transferee or transferees.

         

        The
          Certificates are issuable only as registered Certificates without coupons
          in
          denominations specified in the Agreement. As provided in the Agreement
          and
          subject to certain limitations therein set forth, Certificates are exchangeable
          for new Certificates of the same Class in authorized denominations and
          evidencing the same aggregate Percentage Interest, as requested by the
          Holder
          surrendering the same.

         

        No
          service charge will be made for any such registration of transfer or exchange,
          but the Trustee may require payment of a sum sufficient to cover any tax
          or
          other governmental charge payable in connection therewith.

         

        The
          Depositor, the Servicer and the Trustee and any agent of the Depositor,
          the
          Servicer or the Trustee may treat the Person in whose name this Certificate
          is
          registered as the owner hereof for all purposes, and none of the Depositor,
          the
          Trustee, the Servicer or any such agent shall be affected by any notice
          to the
          contrary.

         

        On
          any
          Distribution Date following the date at which the remaining aggregate Principal
          Balance of the Mortgage Loans is less than 10% of the Principal Balance
          of the
          Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
          in
          whole, from the Trust the Mortgage Loans at a purchase price determined
          as
          provided in the Agreement. In the event that no such optional termination
          occurs, the obligations and responsibilities created by the Agreement will
          terminate upon notice to the Trustee upon the earliest of (i) the Distribution
          Date on which the Certificate Principal Balances of the Regular Certificates
          have been reduced to zero, (ii) the final payment or other liquidation
          of the
          last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
          of
          the Mortgage Loans as described in the Agreement and (iv) the Distribution
          Date
          in July 2036.

         

        Capitalized
          terms used herein that are defined in the Agreement shall have the meanings
          ascribed to them in the Agreement, and nothing herein shall be deemed
          inconsistent with that meaning.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
          unto

         

        
          	 
	 


        

        (Please
          print or typewrite name and address including postal zip code of
          assignee)

         

        the
          Percentage Interest evidenced by the within Certificate and hereby authorizes
          the transfer of registration of such Percentage Interest to assignee on
          the
          Certificate Register of the Trust.

         

        I
          (We)
          further direct the Trustee to issue a new Certificate of a like denomination
          and
          Class, to the above named assignee and deliver such Certificate to the
          following
          address:

        
          	 


        

        


         

        Dated:_________________

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


         


        EXHIBIT
          A-11

         

        FORM
          OF
          CLASS M-6 CERTIFICATE

         

        UNLESS
          THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
          TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
          REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
          IS
          REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
          BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
&
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
          OF
          DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
          BY OR TO
          ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
          HAS AN INTEREST HEREIN.

         

        THIS
          CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
          CERTIFICATES, THE CLASS II-A-2, THE CLASS II-A-3 CERTIFICATES, THE CLASS
          II-A-4
          CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE
          CLASS
          M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES
          TO
          THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
          HEREIN.

         

        PRIOR
          TO
          THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
          CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
          (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
          AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
          IN SECTION 5.02(d)
          OF THE
          AGREEMENT MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
          HEREIN.

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        
          	
                  Certificate
                    No.

                	
                  :

                	
                  1

                
	
                  Cut-off
                    Date

                	
                  :

                	
                  June
                    1, 2006

                
	
                  First
                    Distribution Date

                	
                  :

                	
                  July
                    25, 2006

                
	
                  Initial
                    Certificate Principal Balance of this Certificate
                    (“Denomination”)

                	
                  :

                	
                  $
                    13,986,000.00

                
	
                  Original
                    Class Certificate Principal Balance of this Class

                	
                  :

                	
                  $
                    13,986,000.00

                
	
                  Percentage
                    Interest

                	
                  :

                	
                  100.00%

                
	
                  Pass-Through
                    Rate

                	
                  :

                	
                  Variable

                
	
                  CUSIP

                	
                  :

                	
                  320278
                    AK 0

                
	
                  Class

                	
                  :

                	
                  M-6

                
	
                  Assumed
                    Maturity Date

                	
                  :

                	
                  July
                    2036

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        Series
          2006-FF8

        CLASS
          M-6

         

        evidencing
          the Percentage Interest in the distributions allocable to the Certificates
          of
          the above-referenced Class with respect to the Trust consisting of first
          lien
          adjustable rate and fixed rate mortgage loans (the “Mortgage
          Loans”)

         

        FINANCIAL
          ASSET SECURITIES CORP., AS DEPOSITOR

         

        Principal
          in respect of this Certificate is distributable monthly as set forth herein.
          Accordingly, the Certificate Principal Balance of this Class M-6 Certificate
          at
          any time may be less than the Initial Certificate Principal Balance set
          forth on
          the face hereof, as described herein. This Class M-6 Certificate does not
          evidence an obligation of, or an interest in, and is not guaranteed by
          the
          Depositor, the Servicer, or the Trustee referred to below or any of their
          respective affiliates.

         

        This
          certifies that Cede & Co. is the registered owner of the Percentage Interest
          evidenced by this Class M-6 Certificate (obtained by dividing the Denomination
          of this Class M-6 Certificate by the Original Class Certificate Principal
          Balance) in certain monthly distributions with respect to a Trust consisting
          primarily of the Mortgage Loans deposited by Financial Asset Securities
          Corp.
          (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
          Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor,
          National City Home Loan Services, Inc., as servicer (the “Servicer”), and
          Deutsche Bank National Trust Company, a national banking association, as
          trustee
          (the “Trustee”). To the extent not defined herein, the capitalized terms used
          herein have the meanings assigned in the Agreement. This Class M-6 Certificate
          is issued under and is subject to the terms, provisions and conditions
          of the
          Agreement, to which Agreement the Holder of this Class M-6 Certificate
          by virtue
          of the acceptance hereof assents and by which such Holder is bound.

         

        Prior
          to
          the termination of the Supplemental Interest Trust, any transferee of this
          Certificate who is a Plan subject to ERISA or Section 4975 of the Code,
          any
          Person acting, directly or indirectly, on behalf of any such Plan or any
          person
          using Plan Assets to acquire this Certificate shall be deemed to have made
          the
          representation made except in accordance with Section 5.02(d) of the
          Agreement.

         

        Reference
          is hereby made to the further provisions of this Class M-6 Certificate
          set forth
          on the reverse hereof, which further provisions shall for all purposes have the
          same effect as if set forth at this place.

         

        This
          Class M-6 Certificate shall not be entitled to any benefit under the Agreement
          or be valid for any purpose unless manually countersigned by an authorized
          signatory of the Trustee.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
          to be duly executed.

         

        Dated:
          June __, 2006

         

        
          	 	
                  FIRST
                    FRANKLIN MORTGAGE LOAN TRUST 2006-FF8

                   

                   

                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                    but solely as
                    Trustee

                
	 	 	 
	 	
                  By:

                	 


        

        


        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

        
          


          
            	 	 	 	 	 
	By:	 	 	 	 
	 	
                    
Authorized
                    Signatory of	 	 	
                  
	 	
                    Deutsche
                      Bank National Trust Company,

                    as
                      Trustee

                  	 	 	 




            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            



        

        [Reverse
          of Class M-6 Certificate]

         

        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        SERIES
          2006-FF8

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          First Franklin Mortgage Loan Trust 2006-FF8, Asset-Backed Certificates,
          Series
          2006-FF8 herein collectively called the “Certificates”), and representing a
          beneficial ownership interest in the Trust created by the
          Agreement.

         

        The
          Certificateholder, by its acceptance of this Certificate, agrees that it
          will
          look solely to the funds on deposit in the Distribution Account for payment
          hereunder and that the Trustee is not liable to the Certificateholders
          for any
          amount payable under this Certificate or the Agreement or, except as expressly
          provided in the Agreement, subject to any liability under the
          Agreement.

         

        This
          Certificate does not purport to summarize the Agreement and reference is
          made to
          the Agreement for the interests, rights and limitations of rights, benefits,
          obligations and duties evidenced thereby, and the rights, duties and immunities
          of the Trustee.

         

        Pursuant
          to the terms of the Agreement, a distribution will be made on the 25th
          day of
          each month or, if such 25th day is not a Business Day, then the Business
          Day
          immediately following such Distribution Date (the “Distribution Date”),
          commencing on the first Distribution Date specified on the face hereof,
          to the
          Person in whose name this Certificate is registered at the close of business
          on
          the applicable Record Date in an amount equal to the product of the Percentage
          Interest evidenced by this Certificate and the amount required to be distributed
          to Holders of Certificates of the Class to which this Certificate belongs
          on
          such Distribution Date pursuant to the Agreement.

         

        Distributions
          on this Certificate shall be made by check or money order mailed to the
          address
          of the person entitled thereto as it appears on the Certificate Register
          or by
          wire transfer or otherwise, as set forth in the Agreement. The final
          distribution on each Certificate will be made in like manner, but only
          upon
          presentment and surrender of such Certificate at the office of the Trustee
          or
          the Trustee’s agent specified in the notice to Certificateholders of such final
          distribution.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Trustee
          and
          the rights of the Certificateholders under the Agreement at any time by
          the
          Depositor, the Servicer and the Trustee and of Holders of the requisite
          percentage of the Percentage Interests of each Class of Certificates affected
          by
          such amendment, as specified in the Agreement. Any such consent by the
          Holder of
          this Certificate shall be conclusive and binding on such Holder and upon
          all
          future Holders of this Certificate and of any Certificate issued upon the
          transfer hereof or in exchange therefor or in lieu hereof whether or not
          notation of such consent is made upon this Certificate. The Agreement also
          permits the amendment thereof, in certain limited circumstances, without
          the
          consent of the Holders of any of the Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          of
          the Certificate Registrar upon surrender of this Certificate for registration
          of
          transfer at the offices or agencies of the Trustee as provided in the Pooling
          and Servicing Agreement accompanied by a written instrument of transfer
          in form
          satisfactory to the Trustee and the Certificate Registrar duly executed
          by the
          holder hereof or such holder’s attorney duly authorized in writing, and
          thereupon one or more new Certificates of the same Class in authorized
          denominations and evidencing the same aggregate Percentage Interest in
          the Trust
          will be issued to the designated transferee or transferees.

         

        The
          Certificates are issuable only as registered Certificates without coupons
          in
          denominations specified in the Agreement. As provided in the Agreement
          and
          subject to certain limitations therein set forth, Certificates are exchangeable
          for new Certificates of the same Class in authorized denominations and
          evidencing the same aggregate Percentage Interest, as requested by the
          Holder
          surrendering the same.

         

        No
          service charge will be made for any such registration of transfer or exchange,
          but the Trustee may require payment of a sum sufficient to cover any tax
          or
          other governmental charge payable in connection therewith.

         

        The
          Depositor, the Servicer and the Trustee and any agent of the Depositor,
          the
          Servicer or the Trustee may treat the Person in whose name this Certificate
          is
          registered as the owner hereof for all purposes, and none of the Depositor,
          the
          Trustee, the Servicer or any such agent shall be affected by any notice
          to the
          contrary.

         

        On
          any
          Distribution Date following the date at which the remaining aggregate Principal
          Balance of the Mortgage Loans is less than 10% of the Principal Balance
          of the
          Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
          in
          whole, from the Trust the Mortgage Loans at a purchase price determined
          as
          provided in the Agreement. In the event that no such optional termination
          occurs, the obligations and responsibilities created by the Agreement will
          terminate upon notice to the Trustee upon the earliest of (i) the Distribution
          Date on which the Certificate Principal Balances of the Regular Certificates
          have been reduced to zero, (ii) the final payment or other liquidation
          of the
          last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
          of
          the Mortgage Loans as described in the Agreement and (iv) the Distribution
          Date
          in July 2036.

         

        Capitalized
          terms used herein that are defined in the Agreement shall have the meanings
          ascribed to them in the Agreement, and nothing herein shall be deemed
          inconsistent with that meaning.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
          unto

         

        
          	 
	 


        

        (Please
          print or typewrite name and address including postal zip code of
          assignee)

         

        the
          Percentage Interest evidenced by the within Certificate and hereby authorizes
          the transfer of registration of such Percentage Interest to assignee on
          the
          Certificate Register of the Trust.

         

        I
          (We)
          further direct the Trustee to issue a new Certificate of a like denomination
          and
          Class, to the above named assignee and deliver such Certificate to the
          following
          address:

        
          	 


        

        


         

        Dated:_________________

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


        


         


        EXHIBIT
          A-12

         

        FORM
          OF
          CLASS M-7 CERTIFICATE

         

        UNLESS
          THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
          TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
          REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
          IS
          REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
          BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
&
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
          OF
          DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
          BY OR TO
          ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
          HAS AN INTEREST HEREIN.

         

        THIS
          CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
          CERTIFICATES, THE CLASS II-A-2, THE CLASS II-A-3 CERTIFICATES, THE CLASS
          II-A-4
          CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE
          CLASS
          M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES
          AND THE
          CLASS M-6 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
          AGREEMENT REFERRED TO HEREIN.

         

        PRIOR
          TO
          THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
          CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
          (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
          AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
          IN SECTION 5.02(d)
          OF THE
          AGREEMENT MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
          HEREIN.

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        
          	
                  Certificate
                    No.

                	
                  :

                	
                  1

                
	
                  Cut-off
                    Date

                	
                  :

                	
                  June
                    1, 2006

                
	
                  First
                    Distribution Date

                	
                  :

                	
                  July
                    25, 2006

                
	
                  Initial
                    Certificate Principal Balance of this Certificate
                    (“Denomination”)

                	
                  :

                	
                  $
                    11,867,000.00

                
	
                  Original
                    Class Certificate Principal Balance of this Class

                	
                  :

                	
                  $
                    11,867,000.00

                
	
                  Percentage
                    Interest

                	
                  :

                	
                  100.00%

                
	
                  Pass-Through
                    Rate

                	
                  :

                	
                  Variable

                
	
                  CUSIP

                	
                  :

                	
                  320278
                    AL 8

                
	
                  Class

                	
                  :

                	
                  M-7

                
	
                  Assumed
                    Maturity Date

                	
                  :

                	
                  July
                    2036

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        Series
          2006-FF8

        CLASS
          M-7

         

        evidencing
          the Percentage Interest in the distributions allocable to the Certificates
          of
          the above-referenced Class with respect to the Trust consisting of first
          lien
          adjustable rate and fixed rate mortgage loans (the “Mortgage
          Loans”)

         

        FINANCIAL
          ASSET SECURITIES CORP., AS DEPOSITOR

         

        Principal
          in respect of this Certificate is distributable monthly as set forth herein.
          Accordingly, the Certificate Principal Balance of this Class M-7 Certificate
          at
          any time may be less than the Initial Certificate Principal Balance set
          forth on
          the face hereof, as described herein. This Class M-7 Certificate does not
          evidence an obligation of, or an interest in, and is not guaranteed by
          the
          Depositor, the Servicer, or the Trustee referred to below or any of their
          respective affiliates.

         

        This
          certifies that Cede & Co. is the registered owner of the Percentage Interest
          evidenced by this Class M-7 Certificate (obtained by dividing the Denomination
          of this Class M-7 Certificate by the Original Class Certificate Principal
          Balance) in certain monthly distributions with respect to a Trust consisting
          primarily of the Mortgage Loans deposited by Financial Asset Securities
          Corp.
          (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
          Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor,
          National City Home Loan Services, Inc., as servicer (the “Servicer”), and
          Deutsche Bank National Trust Company, a national banking association, as
          trustee
          (the “Trustee”). To the extent not defined herein, the capitalized terms used
          herein have the meanings assigned in the Agreement. This Class M-7 Certificate
          is issued under and is subject to the terms, provisions and conditions
          of the
          Agreement, to which Agreement the Holder of this Class M-7 Certificate
          by virtue
          of the acceptance hereof assents and by which such Holder is bound.

         

        Prior
          to
          the termination of the Supplemental Interest Trust, any transferee of this
          Certificate who is a Plan subject to ERISA or Section 4975 of the Code,
          any
          Person acting, directly or indirectly, on behalf of any such Plan or any
          person
          using Plan Assets to acquire this Certificate shall be deemed to have made
          the
          representation made except in accordance with Section 5.02(d) of the
          Agreement.

         

        Reference
          is hereby made to the further provisions of this Class M-7 Certificate
          set forth
          on the reverse hereof, which further provisions shall for all purposes
          have the
          same effect as if set forth at this place.

         

        This
          Class M-7 Certificate shall not be entitled to any benefit under the Agreement
          or be valid for any purpose unless manually countersigned by an authorized
          signatory of the Trustee.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
          to be duly executed.

         

        Dated:
          June __, 2006

         

        
          	 	
                  FIRST
                    FRANKLIN MORTGAGE LOAN TRUST 2006-FF8

                   

                   

                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                    but solely as
                    Trustee

                
	 	 	 
	 	
                  By:

                	 


        

        


        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

        
          


          
            	 	 	 	 	 
	By:	 	 	 	 
	 	
                    
Authorized
                    Signatory of	 	 	
                  
	 	
                    Deutsche
                      Bank National Trust Company,

                    as
                      Trustee

                  	 	 	 




            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            



        

        [Reverse
          of Class M-7 Certificate]

         

        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        SERIES
          2006-FF8

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          First Franklin Mortgage Loan Trust 2006-FF8, Asset-Backed Certificates,
          Series
          2006-FF8 herein collectively called the “Certificates”), and representing a
          beneficial ownership interest in the Trust created by the
          Agreement.

         

        The
          Certificateholder, by its acceptance of this Certificate, agrees that it
          will
          look solely to the funds on deposit in the Distribution Account for payment
          hereunder and that the Trustee is not liable to the Certificateholders
          for any
          amount payable under this Certificate or the Agreement or, except as expressly
          provided in the Agreement, subject to any liability under the
          Agreement.

         

        This
          Certificate does not purport to summarize the Agreement and reference is
          made to
          the Agreement for the interests, rights and limitations of rights, benefits,
          obligations and duties evidenced thereby, and the rights, duties and immunities
          of the Trustee.

         

        Pursuant
          to the terms of the Agreement, a distribution will be made on the 25th
          day of
          each month or, if such 25th day is not a Business Day, then the Business
          Day
          immediately following such Distribution Date (the “Distribution Date”),
          commencing on the first Distribution Date specified on the face hereof,
          to the
          Person in whose name this Certificate is registered at the close of business
          on
          the applicable Record Date in an amount equal to the product of the Percentage
          Interest evidenced by this Certificate and the amount required to be distributed
          to Holders of Certificates of the Class to which this Certificate belongs
          on
          such Distribution Date pursuant to the Agreement.

         

        Distributions
          on this Certificate shall be made by check or money order mailed to the
          address
          of the person entitled thereto as it appears on the Certificate Register
          or by
          wire transfer or otherwise, as set forth in the Agreement. The final
          distribution on each Certificate will be made in like manner, but only
          upon
          presentment and surrender of such Certificate at the office of the Trustee
          or
          the Trustee’s agent specified in the notice to Certificateholders of such final
          distribution.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Trustee
          and
          the rights of the Certificateholders under the Agreement at any time by
          the
          Depositor, the Servicer and the Trustee and of Holders of the requisite
          percentage of the Percentage Interests of each Class of Certificates affected
          by
          such amendment, as specified in the Agreement. Any such consent by the
          Holder of
          this Certificate shall be conclusive and binding on such Holder and upon
          all
          future Holders of this Certificate and of any Certificate issued upon the
          transfer hereof or in exchange therefor or in lieu hereof whether or not
          notation of such consent is made upon this Certificate. The Agreement also
          permits the amendment thereof, in certain limited circumstances, without
          the
          consent of the Holders of any of the Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          of
          the Certificate Registrar upon surrender of this Certificate for registration
          of
          transfer at the offices or agencies of the Trustee as provided in the Pooling
          and Servicing Agreement accompanied by a written instrument of transfer
          in form
          satisfactory to the Trustee and the Certificate Registrar duly executed
          by the
          holder hereof or such holder’s attorney duly authorized in writing, and
          thereupon one or more new Certificates of the same Class in authorized
          denominations and evidencing the same aggregate Percentage Interest in
          the Trust
          will be issued to the designated transferee or transferees.

         

        The
          Certificates are issuable only as registered Certificates without coupons
          in
          denominations specified in the Agreement. As provided in the Agreement
          and
          subject to certain limitations therein set forth, Certificates are exchangeable
          for new Certificates of the same Class in authorized denominations and
          evidencing the same aggregate Percentage Interest, as requested by the
          Holder
          surrendering the same.

         

        No
          service charge will be made for any such registration of transfer or exchange,
          but the Trustee may require payment of a sum sufficient to cover any tax
          or
          other governmental charge payable in connection therewith.

         

        The
          Depositor, the Servicer and the Trustee and any agent of the Depositor,
          the
          Servicer or the Trustee may treat the Person in whose name this Certificate
          is
          registered as the owner hereof for all purposes, and none of the Depositor,
          the
          Trustee, the Servicer or any such agent shall be affected by any notice
          to the
          contrary.

         

        On
          any
          Distribution Date following the date at which the remaining aggregate Principal
          Balance of the Mortgage Loans is less than 10% of the Principal Balance
          of the
          Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
          in
          whole, from the Trust the Mortgage Loans at a purchase price determined
          as
          provided in the Agreement. In the event that no such optional termination
          occurs, the obligations and responsibilities created by the Agreement will
          terminate upon notice to the Trustee upon the earliest of (i) the Distribution
          Date on which the Certificate Principal Balances of the Regular Certificates
          have been reduced to zero, (ii) the final payment or other liquidation
          of the
          last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
          of
          the Mortgage Loans as described in the Agreement and (iv) the Distribution
          Date
          in July 2036.

         

        Capitalized
          terms used herein that are defined in the Agreement shall have the meanings
          ascribed to them in the Agreement, and nothing herein shall be deemed
          inconsistent with that meaning.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
          unto

         

        
          	 
	 


        

        (Please
          print or typewrite name and address including postal zip code of
          assignee)

         

        the
          Percentage Interest evidenced by the within Certificate and hereby authorizes
          the transfer of registration of such Percentage Interest to assignee on
          the
          Certificate Register of the Trust.

         

        I
          (We)
          further direct the Trustee to issue a new Certificate of a like denomination
          and
          Class, to the above named assignee and deliver such Certificate to the
          following
          address:

        
          	 


        

        


         

        Dated:_________________

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


        


         


        EXHIBIT
          A-13

         

        FORM
          OF
          CLASS M-8 CERTIFICATE

         

        UNLESS
          THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
          TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
          REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
          IS
          REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
          BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
&
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
          OF
          DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
          BY OR TO
          ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
          HAS AN INTEREST HEREIN.

         

        THIS
          CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
          CERTIFICATES, THE CLASS II-A-2, THE CLASS II-A-3 CERTIFICATES, THE CLASS
          II-A-4
          CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE
          CLASS
          M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES,
          THE
          CLASS M-6 CERTIFICATES AND THE CLASS M-7 CERTIFICATES TO THE EXTENT DESCRIBED
          IN
          THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         

        PRIOR
          TO
          THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
          CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
          (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
          AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
          IN SECTION 5.02(d)
          OF THE
          AGREEMENT MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
          HEREIN.

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        
          	
                  Certificate
                    No.

                	
                  :

                	
                  1

                
	
                  Cut-off
                    Date

                	
                  :

                	
                  June
                    1, 2006

                
	
                  First
                    Distribution Date

                	
                  :

                	
                  July
                    25, 2006

                
	
                  Initial
                    Certificate Principal Balance of this Certificate
                    (“Denomination”)

                	
                  :

                	
                  $
                    11,020,000.00

                
	
                  Original
                    Class Certificate Principal Balance of this Class

                	
                  :

                	
                  $
                    11,020,000.00

                
	
                  Percentage
                    Interest

                	
                  :

                	
                  100.00%

                
	
                  Pass-Through
                    Rate

                	
                  :

                	
                  Variable

                
	
                  CUSIP

                	
                  :

                	
                  320278
                    AM 6

                
	
                  Class

                	
                  :

                	
                  M-8

                
	
                  Assumed
                    Maturity Date

                	
                  :

                	
                  July
                    2036

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        Series
          2006-FF8

        CLASS
          M-8

         

        evidencing
          the Percentage Interest in the distributions allocable to the Certificates
          of
          the above-referenced Class with respect to the Trust consisting of first
          lien
          adjustable rate and fixed rate mortgage loans (the “Mortgage
          Loans”)

         

        FINANCIAL
          ASSET SECURITIES CORP., AS DEPOSITOR

         

        Principal
          in respect of this Certificate is distributable monthly as set forth herein.
          Accordingly, the Certificate Principal Balance of this Class M-8 Certificate
          at
          any time may be less than the Initial Certificate Principal Balance set
          forth on
          the face hereof, as described herein. This Class M-8 Certificate does not
          evidence an obligation of, or an interest in, and is not guaranteed by
          the
          Depositor, the Servicer, or the Trustee referred to below or any of their
          respective affiliates.

         

        This
          certifies that Cede & Co. is the registered owner of the Percentage Interest
          evidenced by this Class M-8 Certificate (obtained by dividing the Denomination
          of this Class M-8 Certificate by the Original Class Certificate Principal
          Balance) in certain monthly distributions with respect to a Trust consisting
          primarily of the Mortgage Loans deposited by Financial Asset Securities
          Corp.
          (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
          Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor,
          National City Home Loan Services, Inc., as servicer (the “Servicer”), and
          Deutsche Bank National Trust Company, a national banking association, as
          trustee
          (the “Trustee”). To the extent not defined herein, the capitalized terms used
          herein have the meanings assigned in the Agreement. This Class M-8 Certificate
          is issued under and is subject to the terms, provisions and conditions
          of the
          Agreement, to which Agreement the Holder of this Class M-8 Certificate
          by virtue
          of the acceptance hereof assents and by which such Holder is bound.

         

        Prior
          to
          the termination of the Supplemental Interest Trust, any transferee of this
          Certificate who is a Plan subject to ERISA or Section 4975 of the Code,
          any
          Person acting, directly or indirectly, on behalf of any such Plan or any
          person
          using Plan Assets to acquire this Certificate shall be deemed to have made
          the
          representation made except in accordance with Section 5.02(d) of the
          Agreement.

         

        Reference
          is hereby made to the further provisions of this Class M-8 Certificate
          set forth
          on the reverse hereof, which further provisions shall for all purposes
          have the
          same effect as if set forth at this place.

         

        This
          Class M-8 Certificate shall not be entitled to any benefit under the Agreement
          or be valid for any purpose unless manually countersigned by an authorized
          signatory of the Trustee.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
          to be duly executed.

         

        Dated:
          June __, 2006

         

        
          	 	
                  FIRST
                    FRANKLIN MORTGAGE LOAN TRUST 2006-FF8

                   

                   

                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                    but solely as
                    Trustee

                
	 	 	 
	 	
                  By:

                	 


        

        


        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

        
          


          
            	 	 	 	 	 
	By:	 	 	 	 
	 	
                    
Authorized
                    Signatory of	 	 	
                  
	 	
                    Deutsche
                      Bank National Trust Company,

                    as
                      Trustee

                  	 	 	 




            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            



        

        [Reverse
          of Class M-8 Certificate]

         

        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        SERIES
          2006-FF8

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          First Franklin Mortgage Loan Trust 2006-FF8, Asset-Backed Certificates,
          Series
          2006-FF8 herein collectively called the “Certificates”), and representing a
          beneficial ownership interest in the Trust created by the
          Agreement.

         

        The
          Certificateholder, by its acceptance of this Certificate, agrees that it
          will
          look solely to the funds on deposit in the Distribution Account for payment
          hereunder and that the Trustee is not liable to the Certificateholders
          for any
          amount payable under this Certificate or the Agreement or, except as expressly
          provided in the Agreement, subject to any liability under the
          Agreement.

         

        This
          Certificate does not purport to summarize the Agreement and reference is
          made to
          the Agreement for the interests, rights and limitations of rights, benefits,
          obligations and duties evidenced thereby, and the rights, duties and immunities
          of the Trustee.

         

        Pursuant
          to the terms of the Agreement, a distribution will be made on the 25th
          day of
          each month or, if such 25th day is not a Business Day, then the Business
          Day
          immediately following such Distribution Date (the “Distribution Date”),
          commencing on the first Distribution Date specified on the face hereof,
          to the
          Person in whose name this Certificate is registered at the close of business
          on
          the applicable Record Date in an amount equal to the product of the Percentage
          Interest evidenced by this Certificate and the amount required to be distributed
          to Holders of Certificates of the Class to which this Certificate belongs
          on
          such Distribution Date pursuant to the Agreement.

         

        Distributions
          on this Certificate shall be made by check or money order mailed to the
          address
          of the person entitled thereto as it appears on the Certificate Register
          or by
          wire transfer or otherwise, as set forth in the Agreement. The final
          distribution on each Certificate will be made in like manner, but only
          upon
          presentment and surrender of such Certificate at the office of the Trustee
          or
          the Trustee’s agent specified in the notice to Certificateholders of such final
          distribution.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Trustee
          and
          the rights of the Certificateholders under the Agreement at any time by
          the
          Depositor, the Servicer and the Trustee and of Holders of the requisite
          percentage of the Percentage Interests of each Class of Certificates affected
          by
          such amendment, as specified in the Agreement. Any such consent by the
          Holder of
          this Certificate shall be conclusive and binding on such Holder and upon
          all
          future Holders of this Certificate and of any Certificate issued upon the
          transfer hereof or in exchange therefor or in lieu hereof whether or not
          notation of such consent is made upon this Certificate. The Agreement also
          permits the amendment thereof, in certain limited circumstances, without
          the
          consent of the Holders of any of the Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          of
          the Certificate Registrar upon surrender of this Certificate for registration
          of
          transfer at the offices or agencies of the Trustee as provided in the Pooling
          and Servicing Agreement accompanied by a written instrument of transfer
          in form
          satisfactory to the Trustee and the Certificate Registrar duly executed
          by the
          holder hereof or such holder’s attorney duly authorized in writing, and
          thereupon one or more new Certificates of the same Class in authorized
          denominations and evidencing the same aggregate Percentage Interest in
          the Trust
          will be issued to the designated transferee or transferees.

         

        The
          Certificates are issuable only as registered Certificates without coupons
          in
          denominations specified in the Agreement. As provided in the Agreement
          and
          subject to certain limitations therein set forth, Certificates are exchangeable
          for new Certificates of the same Class in authorized denominations and
          evidencing the same aggregate Percentage Interest, as requested by the
          Holder
          surrendering the same.

         

        No
          service charge will be made for any such registration of transfer or exchange,
          but the Trustee may require payment of a sum sufficient to cover any tax
          or
          other governmental charge payable in connection therewith.

         

        The
          Depositor, the Servicer and the Trustee and any agent of the Depositor,
          the
          Servicer or the Trustee may treat the Person in whose name this Certificate
          is
          registered as the owner hereof for all purposes, and none of the Depositor,
          the
          Trustee, the Servicer or any such agent shall be affected by any notice
          to the
          contrary.

         

        On
          any
          Distribution Date following the date at which the remaining aggregate Principal
          Balance of the Mortgage Loans is less than 10% of the Principal Balance
          of the
          Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
          in
          whole, from the Trust the Mortgage Loans at a purchase price determined
          as
          provided in the Agreement. In the event that no such optional termination
          occurs, the obligations and responsibilities created by the Agreement will
          terminate upon notice to the Trustee upon the earliest of (i) the Distribution
          Date on which the Certificate Principal Balances of the Regular Certificates
          have been reduced to zero, (ii) the final payment or other liquidation
          of the
          last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
          of
          the Mortgage Loans as described in the Agreement and (iv) the Distribution
          Date
          in July 2036.

         

        Capitalized
          terms used herein that are defined in the Agreement shall have the meanings
          ascribed to them in the Agreement, and nothing herein shall be deemed
          inconsistent with that meaning.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
          unto

         

        
          	 
	 


        

        (Please
          print or typewrite name and address including postal zip code of
          assignee)

         

        the
          Percentage Interest evidenced by the within Certificate and hereby authorizes
          the transfer of registration of such Percentage Interest to assignee on
          the
          Certificate Register of the Trust.

         

        I
          (We)
          further direct the Trustee to issue a new Certificate of a like denomination
          and
          Class, to the above named assignee and deliver such Certificate to the
          following
          address:

        
          	 


        

        


         

        Dated:_________________

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


        


         


        EXHIBIT
          A-14

         

        FORM
          OF
          CLASS M-9 CERTIFICATE

         

        UNLESS
          THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
          TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
          REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
          IS
          REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
          BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
&
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
          OF
          DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
          BY OR TO
          ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
          HAS AN INTEREST HEREIN.

         

        THIS
          CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
          CERTIFICATES, THE CLASS II-A-2, THE CLASS II-A-3 CERTIFICATES, THE CLASS
          II-A-4
          CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE
          CLASS
          M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES,
          THE
          CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES AND THE CLASS M-8
          CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
          REFERRED TO HEREIN.

         

        PRIOR
          TO
          THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
          CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
          (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
          AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
          IN SECTION 5.02(d)
          OF THE
          AGREEMENT MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
          HEREIN.

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        
          	
                  Certificate
                    No.

                	
                  :

                	
                  1

                
	
                  Cut-off
                    Date

                	
                  :

                	
                  June
                    1, 2006

                
	
                  First
                    Distribution Date

                	
                  :

                	
                  July
                    25, 2006

                
	
                  Initial
                    Certificate Principal Balance of this Certificate
                    (“Denomination”)

                	
                  :

                	
                  $
                    5,934,000.00

                
	
                  Original
                    Class Certificate Principal Balance of this Class

                	
                  :

                	
                  $
                    5,934,000.00

                
	
                  Percentage
                    Interest

                	
                  :

                	
                  100.00%

                
	
                  Pass-Through
                    Rate

                	
                  :

                	
                  Variable

                
	
                  CUSIP

                	
                  :

                	
                  320278
                    AN 4

                
	
                  Class

                	
                  :

                	
                  M-9

                
	
                  Assumed
                    Maturity Date

                	
                  :

                	
                  July
                    2036

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        Series
          2006-FF8

        CLASS
          M-9

         

        evidencing
          the Percentage Interest in the distributions allocable to the Certificates
          of
          the above-referenced Class with respect to the Trust consisting of first
          lien
          adjustable rate and fixed rate mortgage loans (the “Mortgage
          Loans”)

         

        FINANCIAL
          ASSET SECURITIES CORP., AS DEPOSITOR

         

        Principal
          in respect of this Certificate is distributable monthly as set forth herein.
          Accordingly, the Certificate Principal Balance of this Class M-9 Certificate
          at
          any time may be less than the Initial Certificate Principal Balance set
          forth on
          the face hereof, as described herein. This Class M-9 Certificate does not
          evidence an obligation of, or an interest in, and is not guaranteed by
          the
          Depositor, the Servicer, or the Trustee referred to below or any of their
          respective affiliates.

         

        This
          certifies that Cede & Co. is the registered owner of the Percentage Interest
          evidenced by this Class M-9 Certificate (obtained by dividing the Denomination
          of this Class M-9 Certificate by the Original Class Certificate Principal
          Balance) in certain monthly distributions with respect to a Trust consisting
          primarily of the Mortgage Loans deposited by Financial Asset Securities
          Corp.
          (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
          Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor,
          National City Home Loan Services, Inc., as servicer (the “Servicer”), and
          Deutsche Bank National Trust Company, a national banking association, as
          trustee
          (the “Trustee”). To the extent not defined herein, the capitalized terms used
          herein have the meanings assigned in the Agreement. This Class M-9 Certificate
          is issued under and is subject to the terms, provisions and conditions
          of the
          Agreement, to which Agreement the Holder of this Class M-9 Certificate
          by virtue
          of the acceptance hereof assents and by which such Holder is bound.

         

        Prior
          to
          the termination of the Supplemental Interest Trust, any transferee of this
          Certificate who is a Plan subject to ERISA or Section 4975 of the Code,
          any
          Person acting, directly or indirectly, on behalf of any such Plan or any
          person
          using Plan Assets to acquire this Certificate shall be deemed to have made
          the
          representation made except in accordance with Section 5.02(d) of the
          Agreement.

         

        Reference
          is hereby made to the further provisions of this Class M-9 Certificate
          set forth
          on the reverse hereof, which further provisions shall for all purposes
          have the
          same effect as if set forth at this place.

         

        This
          Class M-9 Certificate shall not be entitled to any benefit under the Agreement
          or be valid for any purpose unless manually countersigned by an authorized
          signatory of the Trustee.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
          to be duly executed.

         

        Dated:
          June __, 2006

         

        
          	 	
                  FIRST
                    FRANKLIN MORTGAGE LOAN TRUST 2006-FF8

                   

                   

                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                    but solely as
                    Trustee

                
	 	 	 
	 	
                  By:

                	 


        

        


        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

        
          


          
            	 	 	 	 	 
	By:	 	 	 	 
	 	
                    
Authorized
                    Signatory of	 	 	
                  
	 	
                    Deutsche
                      Bank National Trust Company,

                    as
                      Trustee

                  	 	 	 




            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            



        

        [Reverse
          of Class M-9 Certificate]

         

        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        SERIES
          2006-FF8

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          First Franklin Mortgage Loan Trust 2006-FF8, Asset-Backed Certificates,
          Series
          2006-FF8 herein collectively called the “Certificates”), and representing a
          beneficial ownership interest in the Trust created by the
          Agreement.

         

        The
          Certificateholder, by its acceptance of this Certificate, agrees that it
          will
          look solely to the funds on deposit in the Distribution Account for payment
          hereunder and that the Trustee is not liable to the Certificateholders
          for any
          amount payable under this Certificate or the Agreement or, except as expressly
          provided in the Agreement, subject to any liability under the
          Agreement.

         

        This
          Certificate does not purport to summarize the Agreement and reference is
          made to
          the Agreement for the interests, rights and limitations of rights, benefits,
          obligations and duties evidenced thereby, and the rights, duties and immunities
          of the Trustee.

         

        Pursuant
          to the terms of the Agreement, a distribution will be made on the 25th
          day of
          each month or, if such 25th day is not a Business Day, then the Business
          Day
          immediately following such Distribution Date (the “Distribution Date”),
          commencing on the first Distribution Date specified on the face hereof,
          to the
          Person in whose name this Certificate is registered at the close of business
          on
          the applicable Record Date in an amount equal to the product of the Percentage
          Interest evidenced by this Certificate and the amount required to be distributed
          to Holders of Certificates of the Class to which this Certificate belongs
          on
          such Distribution Date pursuant to the Agreement.

         

        Distributions
          on this Certificate shall be made by check or money order mailed to the
          address
          of the person entitled thereto as it appears on the Certificate Register
          or by
          wire transfer or otherwise, as set forth in the Agreement. The final
          distribution on each Certificate will be made in like manner, but only
          upon
          presentment and surrender of such Certificate at the office of the Trustee
          or
          the Trustee’s agent specified in the notice to Certificateholders of such final
          distribution.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Trustee
          and
          the rights of the Certificateholders under the Agreement at any time by
          the
          Depositor, the Servicer and the Trustee and of Holders of the requisite
          percentage of the Percentage Interests of each Class of Certificates affected
          by
          such amendment, as specified in the Agreement. Any such consent by the
          Holder of
          this Certificate shall be conclusive and binding on such Holder and upon
          all
          future Holders of this Certificate and of any Certificate issued upon the
          transfer hereof or in exchange therefor or in lieu hereof whether or not
          notation of such consent is made upon this Certificate. The Agreement also
          permits the amendment thereof, in certain limited circumstances, without
          the
          consent of the Holders of any of the Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          of
          the Certificate Registrar upon surrender of this Certificate for registration
          of
          transfer at the offices or agencies of the Trustee as provided in the Pooling
          and Servicing Agreement accompanied by a written instrument of transfer
          in form
          satisfactory to the Trustee and the Certificate Registrar duly executed
          by the
          holder hereof or such holder’s attorney duly authorized in writing, and
          thereupon one or more new Certificates of the same Class in authorized
          denominations and evidencing the same aggregate Percentage Interest in
          the Trust
          will be issued to the designated transferee or transferees.

         

        The
          Certificates are issuable only as registered Certificates without coupons
          in
          denominations specified in the Agreement. As provided in the Agreement
          and
          subject to certain limitations therein set forth, Certificates are exchangeable
          for new Certificates of the same Class in authorized denominations and
          evidencing the same aggregate Percentage Interest, as requested by the
          Holder
          surrendering the same.

         

        No
          service charge will be made for any such registration of transfer or exchange,
          but the Trustee may require payment of a sum sufficient to cover any tax
          or
          other governmental charge payable in connection therewith.

         

        The
          Depositor, the Servicer and the Trustee and any agent of the Depositor,
          the
          Servicer or the Trustee may treat the Person in whose name this Certificate
          is
          registered as the owner hereof for all purposes, and none of the Depositor,
          the
          Trustee, the Servicer or any such agent shall be affected by any notice
          to the
          contrary.

         

        On
          any
          Distribution Date following the date at which the remaining aggregate Principal
          Balance of the Mortgage Loans is less than 10% of the Principal Balance
          of the
          Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
          in
          whole, from the Trust the Mortgage Loans at a purchase price determined
          as
          provided in the Agreement. In the event that no such optional termination
          occurs, the obligations and responsibilities created by the Agreement will
          terminate upon notice to the Trustee upon the earliest of (i) the Distribution
          Date on which the Certificate Principal Balances of the Regular Certificates
          have been reduced to zero, (ii) the final payment or other liquidation
          of the
          last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
          of
          the Mortgage Loans as described in the Agreement and (iv) the Distribution
          Date
          in July 2036.

         

        Capitalized
          terms used herein that are defined in the Agreement shall have the meanings
          ascribed to them in the Agreement, and nothing herein shall be deemed
          inconsistent with that meaning.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
          unto

         

        
          	 
	 


        

        (Please
          print or typewrite name and address including postal zip code of
          assignee)

         

        the
          Percentage Interest evidenced by the within Certificate and hereby authorizes
          the transfer of registration of such Percentage Interest to assignee on
          the
          Certificate Register of the Trust.

         

        I
          (We)
          further direct the Trustee to issue a new Certificate of a like denomination
          and
          Class, to the above named assignee and deliver such Certificate to the
          following
          address:

        
          	 


        

        


         

        Dated:_________________

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


         


        EXHIBIT
          A-15

         

        FORM
          OF
          CLASS M-10 CERTIFICATE

         

        UNLESS
          THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
          TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
          REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
          IS
          REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
          BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
&
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
          OF
          DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
          BY OR TO
          ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
          HAS AN INTEREST HEREIN.

         

        THIS
          CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
          CERTIFICATES, THE CLASS II-A-2, THE CLASS II-A-3 CERTIFICATES, THE CLASS
          II-A-4
          CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE
          CLASS
          M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES,
          THE
          CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES
          AND THE CLASS M-9 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
          SERVICING AGREEMENT REFERRED TO HEREIN.

         

        PRIOR
          TO
          THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
          CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
          (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
          AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
          IN SECTION 5.02(d)
          OF THE
          AGREEMENT MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
          HEREIN.

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

        


         

        
          	
                  Certificate
                    No.

                	
                  :

                	
                  1

                
	
                  Cut-off
                    Date

                	
                  :

                	
                  June
                    1, 2006

                
	
                  First
                    Distribution Date

                	
                  :

                	
                  July
                    25, 2006

                
	
                  Initial
                    Certificate Principal Balance of this Certificate
                    (“Denomination”)

                	
                  :

                	
                  $
                    8,477,000.00

                
	
                  Original
                    Class Certificate Principal Balance of this Class

                	
                  :

                	
                  $
                    8,477,000.00

                
	
                  Percentage
                    Interest

                	
                  :

                	
                  100.00%

                
	
                  Pass-Through
                    Rate

                	
                  :

                	
                  Variable

                
	
                  CUSIP

                	
                  :

                	
                  320278
                    AP 9

                
	
                  Class

                	
                  :

                	
                  M-10

                
	
                  Assumed
                    Maturity Date

                	
                  :

                	
                  July
                    2036

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        Series
          2006-FF8

        CLASS
          M-10

         

        evidencing
          the Percentage Interest in the distributions allocable to the Certificates
          of
          the above-referenced Class with respect to the Trust consisting of first
          lien
          adjustable rate and fixed rate mortgage loans (the “Mortgage
          Loans”)

         

        FINANCIAL
          ASSET SECURITIES CORP., AS DEPOSITOR

         

        Principal
          in respect of this Certificate is distributable monthly as set forth herein.
          Accordingly, the Certificate Principal Balance of this Class M-10 Certificate
          at
          any time may be less than the Initial Certificate Principal Balance set
          forth on
          the face hereof, as described herein. This Class M-10 Certificate does
          not
          evidence an obligation of, or an interest in, and is not guaranteed by
          the
          Depositor, the Servicer, or the Trustee referred to below or any of their
          respective affiliates.

         

        This
          certifies that Cede & Co. is the registered owner of the Percentage Interest
          evidenced by this Class M-10 Certificate (obtained by dividing the Denomination
          of this Class M-10 Certificate by the Original Class Certificate Principal
          Balance) in certain monthly distributions with respect to a Trust consisting
          primarily of the Mortgage Loans deposited by Financial Asset Securities
          Corp.
          (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
          Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor,
          National City Home Loan Services, Inc., as servicer (the “Servicer”), and
          Deutsche Bank National Trust Company, a national banking association, as
          trustee
          (the “Trustee”). To the extent not defined herein, the capitalized terms used
          herein have the meanings assigned in the Agreement. This Class M-10 Certificate
          is issued under and is subject to the terms, provisions and conditions
          of the
          Agreement, to which Agreement the Holder of this Class M-10 Certificate
          by
          virtue of the acceptance hereof assents and by which such Holder is
          bound.

         

        Prior
          to
          the termination of the Supplemental Interest Trust, any transferee of this
          Certificate who is a Plan subject to ERISA or Section 4975 of the Code,
          any
          Person acting, directly or indirectly, on behalf of any such Plan or any
          person
          using Plan Assets to acquire this Certificate shall be deemed to have made
          the
          representation made except in accordance with Section 5.02(d) of the
          Agreement.

         

        Reference
          is hereby made to the further provisions of this Class M-10 Certificate
          set
          forth on the reverse hereof, which further provisions shall for all purposes
          have the same effect as if set forth at this place.

         

        This
          Class M-10 Certificate shall not be entitled to any benefit under the Agreement
          or be valid for any purpose unless manually countersigned by an authorized
          signatory of the Trustee.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
          to be duly executed.

         

        Dated:
          June __, 2006

         

        
          	 	
                  FIRST
                    FRANKLIN MORTGAGE LOAN TRUST 2006-FF8

                   

                   

                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                    but solely as
                    Trustee

                
	 	 	 
	 	
                  By:

                	 


        

        


        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

        


        
          


          
            	 	 	 	 	 
	By:	 	 	 	 
	 	
                    
Authorized
                    Signatory of	 	 	
                  
	 	
                    Deutsche
                      Bank National Trust Company,

                    as
                      Trustee

                  	 	 	 




            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            



        

        [Reverse
          of Class M-10 Certificate]

         

        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        SERIES
          2006-FF8

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          First Franklin Mortgage Loan Trust 2006-FF8, Asset-Backed Certificates,
          Series
          2006-FF8 herein collectively called the “Certificates”), and representing a
          beneficial ownership interest in the Trust created by the
          Agreement.

         

        The
          Certificateholder, by its acceptance of this Certificate, agrees that it
          will
          look solely to the funds on deposit in the Distribution Account for payment
          hereunder and that the Trustee is not liable to the Certificateholders
          for any
          amount payable under this Certificate or the Agreement or, except as expressly
          provided in the Agreement, subject to any liability under the
          Agreement.

         

        This
          Certificate does not purport to summarize the Agreement and reference is
          made to
          the Agreement for the interests, rights and limitations of rights, benefits,
          obligations and duties evidenced thereby, and the rights, duties and immunities
          of the Trustee.

         

        Pursuant
          to the terms of the Agreement, a distribution will be made on the 25th
          day of
          each month or, if such 25th day is not a Business Day, then the Business
          Day
          immediately following such Distribution Date (the “Distribution Date”),
          commencing on the first Distribution Date specified on the face hereof,
          to the
          Person in whose name this Certificate is registered at the close of business
          on
          the applicable Record Date in an amount equal to the product of the Percentage
          Interest evidenced by this Certificate and the amount required to be distributed
          to Holders of Certificates of the Class to which this Certificate belongs
          on
          such Distribution Date pursuant to the Agreement.

         

        Distributions
          on this Certificate shall be made by check or money order mailed to the
          address
          of the person entitled thereto as it appears on the Certificate Register
          or by
          wire transfer or otherwise, as set forth in the Agreement. The final
          distribution on each Certificate will be made in like manner, but only
          upon
          presentment and surrender of such Certificate at the office of the Trustee
          or
          the Trustee’s agent specified in the notice to Certificateholders of such final
          distribution.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Trustee
          and
          the rights of the Certificateholders under the Agreement at any time by
          the
          Depositor, the Servicer and the Trustee and of Holders of the requisite
          percentage of the Percentage Interests of each Class of Certificates affected
          by
          such amendment, as specified in the Agreement. Any such consent by the
          Holder of
          this Certificate shall be conclusive and binding on such Holder and upon
          all
          future Holders of this Certificate and of any Certificate issued upon the
          transfer hereof or in exchange therefor or in lieu hereof whether or not
          notation of such consent is made upon this Certificate. The Agreement also
          permits the amendment thereof, in certain limited circumstances, without
          the
          consent of the Holders of any of the Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          of
          the Certificate Registrar upon surrender of this Certificate for registration
          of
          transfer at the offices or agencies of the Trustee as provided in the Pooling
          and Servicing Agreement accompanied by a written instrument of transfer
          in form
          satisfactory to the Trustee and the Certificate Registrar duly executed
          by the
          holder hereof or such holder’s attorney duly authorized in writing, and
          thereupon one or more new Certificates of the same Class in authorized
          denominations and evidencing the same aggregate Percentage Interest in
          the Trust
          will be issued to the designated transferee or transferees.

         

        The
          Certificates are issuable only as registered Certificates without coupons
          in
          denominations specified in the Agreement. As provided in the Agreement
          and
          subject to certain limitations therein set forth, Certificates are exchangeable
          for new Certificates of the same Class in authorized denominations and
          evidencing the same aggregate Percentage Interest, as requested by the
          Holder
          surrendering the same.

         

        No
          service charge will be made for any such registration of transfer or exchange,
          but the Trustee may require payment of a sum sufficient to cover any tax
          or
          other governmental charge payable in connection therewith.

         

        The
          Depositor, the Servicer and the Trustee and any agent of the Depositor,
          the
          Servicer or the Trustee may treat the Person in whose name this Certificate
          is
          registered as the owner hereof for all purposes, and none of the Depositor,
          the
          Trustee, the Servicer or any such agent shall be affected by any notice
          to the
          contrary.

         

        On
          any
          Distribution Date following the date at which the remaining aggregate Principal
          Balance of the Mortgage Loans is less than 10% of the Principal Balance
          of the
          Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
          in
          whole, from the Trust the Mortgage Loans at a purchase price determined
          as
          provided in the Agreement. In the event that no such optional termination
          occurs, the obligations and responsibilities created by the Agreement will
          terminate upon notice to the Trustee upon the earliest of (i) the Distribution
          Date on which the Certificate Principal Balances of the Regular Certificates
          have been reduced to zero, (ii) the final payment or other liquidation
          of the
          last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
          of
          the Mortgage Loans as described in the Agreement and (iv) the Distribution
          Date
          in July 2036.

         

        Capitalized
          terms used herein that are defined in the Agreement shall have the meanings
          ascribed to them in the Agreement, and nothing herein shall be deemed
          inconsistent with that meaning.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
          unto

         

        
          	 
	 


        

        (Please
          print or typewrite name and address including postal zip code of
          assignee)

         

        the
          Percentage Interest evidenced by the within Certificate and hereby authorizes
          the transfer of registration of such Percentage Interest to assignee on
          the
          Certificate Register of the Trust.

         

        I
          (We)
          further direct the Trustee to issue a new Certificate of a like denomination
          and
          Class, to the above named assignee and deliver such Certificate to the
          following
          address:

        
          	 


        

        


         

        Dated:_________________

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


         


        EXHIBIT
          A-16

         

        FORM
          OF
          CLASS M-11 CERTIFICATE

         

        UNLESS
          THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
          TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
          REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
          IS
          REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
          BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
&
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
          OF
          DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
          BY OR TO
          ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
          HAS AN INTEREST HEREIN.

         

        THIS
          CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
          CERTIFICATES, THE CLASS II-A-2, THE CLASS II-A-3 CERTIFICATES, THE CLASS
          II-A-4
          CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE
          CLASS
          M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES,
          THE
          CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES,
          THE CLASS M-9 CERTIFICATES AND THE CLASS M-10 CERTIFICATES TO THE EXTENT
          DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
          HEREIN.

         

        PRIOR
          TO
          THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
          CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
          (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
          AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
          IN SECTION 5.02(d)
          OF THE
          AGREEMENT MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
          HEREIN.

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

        


         

        
          	
                  Certificate
                    No.

                	
                  :

                	
                  1

                
	
                  Cut-off
                    Date

                	
                  :

                	
                  June
                    1, 2006

                
	
                  First
                    Distribution Date

                	
                  :

                	
                  July
                    25, 2006

                
	
                  Initial
                    Certificate Principal Balance of this Certificate
                    (“Denomination”)

                	
                  :

                	
                  $
                    5,510,000.00

                
	
                  Original
                    Class Certificate Principal Balance of this Class

                	
                  :

                	
                  $
                    5,510,000.00

                
	
                  Percentage
                    Interest

                	
                  :

                	
                  100.00%

                
	
                  Pass-Through
                    Rate

                	
                  :

                	
                  Variable

                
	
                  CUSIP

                	
                  :

                	
                  320278
                    AQ 7

                
	
                  Class

                	
                  :

                	
                  M-11

                
	
                  Assumed
                    Maturity Date

                	
                  :

                	
                  July
                    2036

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        Series
          2006-FF8

        CLASS
          M-11

         

        evidencing
          the Percentage Interest in the distributions allocable to the Certificates
          of
          the above-referenced Class with respect to the Trust consisting of first
          lien
          adjustable rate and fixed rate mortgage loans (the “Mortgage
          Loans”)

         

        FINANCIAL
          ASSET SECURITIES CORP., AS DEPOSITOR

         

        Principal
          in respect of this Certificate is distributable monthly as set forth herein.
          Accordingly, the Certificate Principal Balance of this Class M-11 Certificate
          at
          any time may be less than the Initial Certificate Principal Balance set
          forth on
          the face hereof, as described herein. This Class M-11 Certificate does
          not
          evidence an obligation of, or an interest in, and is not guaranteed by
          the
          Depositor, the Servicer, or the Trustee referred to below or any of their
          respective affiliates.

         

        This
          certifies that Cede & Co. is the registered owner of the Percentage Interest
          evidenced by this Class M-11 Certificate (obtained by dividing the Denomination
          of this Class M-11 Certificate by the Original Class Certificate Principal
          Balance) in certain monthly distributions with respect to a Trust consisting
          primarily of the Mortgage Loans deposited by Financial Asset Securities
          Corp.
          (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
          Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor,
          National City Home Loan Services, Inc., as servicer (the “Servicer”), and
          Deutsche Bank National Trust Company, a national banking association, as
          trustee
          (the “Trustee”). To the extent not defined herein, the capitalized terms used
          herein have the meanings assigned in the Agreement. This Class M-11 Certificate
          is issued under and is subject to the terms, provisions and conditions
          of the
          Agreement, to which Agreement the Holder of this Class M-11 Certificate
          by
          virtue of the acceptance hereof assents and by which such Holder is
          bound.

         

        Prior
          to
          the termination of the Supplemental Interest Trust, any transferee of this
          Certificate who is a Plan subject to ERISA or Section 4975 of the Code,
          any
          Person acting, directly or indirectly, on behalf of any such Plan or any
          person
          using Plan Assets to acquire this Certificate shall be deemed to have made
          the
          representation made except in accordance with Section 5.02(d) of the
          Agreement.

         

        Reference
          is hereby made to the further provisions of this Class M-11 Certificate
          set
          forth on the reverse hereof, which further provisions shall for all purposes
          have the same effect as if set forth at this place.

         

        This
          Class M-11 Certificate shall not be entitled to any benefit under the Agreement
          or be valid for any purpose unless manually countersigned by an authorized
          signatory of the Trustee.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
          to be duly executed.

         

        Dated:
          June __, 2006

         

        
          	 	
                  FIRST
                    FRANKLIN MORTGAGE LOAN TRUST 2006-FF8

                   

                   

                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                    but solely as
                    Trustee

                
	 	 	 
	 	
                  By:

                	 


        

        


        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

        


        
          


          
            	 	 	 	 	 
	By:	 	 	 	 
	 	
                    
Authorized
                    Signatory of	 	 	
                  
	 	
                    Deutsche
                      Bank National Trust Company,

                    as
                      Trustee

                  	 	 	 




            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            



        

        [Reverse
          of Class M-11 Certificate]

         

        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        SERIES
          2006-FF8

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          First Franklin Mortgage Loan Trust 2006-FF8, Asset-Backed Certificates,
          Series
          2006-FF8 herein collectively called the “Certificates”), and representing a
          beneficial ownership interest in the Trust created by the
          Agreement.

         

        The
          Certificateholder, by its acceptance of this Certificate, agrees that it
          will
          look solely to the funds on deposit in the Distribution Account for payment
          hereunder and that the Trustee is not liable to the Certificateholders
          for any
          amount payable under this Certificate or the Agreement or, except as expressly
          provided in the Agreement, subject to any liability under the
          Agreement.

         

        This
          Certificate does not purport to summarize the Agreement and reference is
          made to
          the Agreement for the interests, rights and limitations of rights, benefits,
          obligations and duties evidenced thereby, and the rights, duties and immunities
          of the Trustee.

         

        Pursuant
          to the terms of the Agreement, a distribution will be made on the 25th
          day of
          each month or, if such 25th day is not a Business Day, then the Business
          Day
          immediately following such Distribution Date (the “Distribution Date”),
          commencing on the first Distribution Date specified on the face hereof,
          to the
          Person in whose name this Certificate is registered at the close of business
          on
          the applicable Record Date in an amount equal to the product of the Percentage
          Interest evidenced by this Certificate and the amount required to be distributed
          to Holders of Certificates of the Class to which this Certificate belongs
          on
          such Distribution Date pursuant to the Agreement.

         

        Distributions
          on this Certificate shall be made by check or money order mailed to the
          address
          of the person entitled thereto as it appears on the Certificate Register
          or by
          wire transfer or otherwise, as set forth in the Agreement. The final
          distribution on each Certificate will be made in like manner, but only
          upon
          presentment and surrender of such Certificate at the office of the Trustee
          or
          the Trustee’s agent specified in the notice to Certificateholders of such final
          distribution.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Trustee
          and
          the rights of the Certificateholders under the Agreement at any time by
          the
          Depositor, the Servicer and the Trustee and of Holders of the requisite
          percentage of the Percentage Interests of each Class of Certificates affected
          by
          such amendment, as specified in the Agreement. Any such consent by the
          Holder of
          this Certificate shall be conclusive and binding on such Holder and upon
          all
          future Holders of this Certificate and of any Certificate issued upon the
          transfer hereof or in exchange therefor or in lieu hereof whether or not
          notation of such consent is made upon this Certificate. The Agreement also
          permits the amendment thereof, in certain limited circumstances, without
          the
          consent of the Holders of any of the Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          of
          the Certificate Registrar upon surrender of this Certificate for registration
          of
          transfer at the offices or agencies of the Trustee as provided in the Pooling
          and Servicing Agreement accompanied by a written instrument of transfer
          in form
          satisfactory to the Trustee and the Certificate Registrar duly executed
          by the
          holder hereof or such holder’s attorney duly authorized in writing, and
          thereupon one or more new Certificates of the same Class in authorized
          denominations and evidencing the same aggregate Percentage Interest in
          the Trust
          will be issued to the designated transferee or transferees.

         

        The
          Certificates are issuable only as registered Certificates without coupons
          in
          denominations specified in the Agreement. As provided in the Agreement
          and
          subject to certain limitations therein set forth, Certificates are exchangeable
          for new Certificates of the same Class in authorized denominations and
          evidencing the same aggregate Percentage Interest, as requested by the
          Holder
          surrendering the same.

         

        No
          service charge will be made for any such registration of transfer or exchange,
          but the Trustee may require payment of a sum sufficient to cover any tax
          or
          other governmental charge payable in connection therewith.

         

        The
          Depositor, the Servicer and the Trustee and any agent of the Depositor,
          the
          Servicer or the Trustee may treat the Person in whose name this Certificate
          is
          registered as the owner hereof for all purposes, and none of the Depositor,
          the
          Trustee, the Servicer or any such agent shall be affected by any notice
          to the
          contrary.

         

        On
          any
          Distribution Date following the date at which the remaining aggregate Principal
          Balance of the Mortgage Loans is less than 10% of the Principal Balance
          of the
          Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
          in
          whole, from the Trust the Mortgage Loans at a purchase price determined
          as
          provided in the Agreement. In the event that no such optional termination
          occurs, the obligations and responsibilities created by the Agreement will
          terminate upon notice to the Trustee upon the earliest of (i) the Distribution
          Date on which the Certificate Principal Balances of the Regular Certificates
          have been reduced to zero, (ii) the final payment or other liquidation
          of the
          last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
          of
          the Mortgage Loans as described in the Agreement and (iv) the Distribution
          Date
          in July 2036.

         

        Capitalized
          terms used herein that are defined in the Agreement shall have the meanings
          ascribed to them in the Agreement, and nothing herein shall be deemed
          inconsistent with that meaning.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
          unto

         

        
          	 
	 


        

        (Please
          print or typewrite name and address including postal zip code of
          assignee)

         

        the
          Percentage Interest evidenced by the within Certificate and hereby authorizes
          the transfer of registration of such Percentage Interest to assignee on
          the
          Certificate Register of the Trust.

         

        I
          (We)
          further direct the Trustee to issue a new Certificate of a like denomination
          and
          Class, to the above named assignee and deliver such Certificate to the
          following
          address:

        
          	 


        

        


         

        Dated:_________________

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

         

         


        EXHIBIT
          A-17

         

        FORM
          OF
          CLASS M-12 CERTIFICATE

         

        UNLESS
          THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
          TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
          REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
          IS
          REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
          BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
&
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
          OF
          DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
          BY OR TO
          ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
          HAS AN INTEREST HEREIN.

         

        THIS
          CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
          CERTIFICATES, THE CLASS II-A-2, THE CLASS II-A-3 CERTIFICATES, THE CLASS
          II-A-4
          CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE
          CLASS
          M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES,
          THE
          CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES,
          THE CLASS M-9 CERTIFICATES, THE CLASS M-10 CERTIFICATES AND THE CLASS M-11
          CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
          REFERRED TO HEREIN.

         

        NO
          TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY TRANSFEREE WHO IS AN
          EMPLOYEE
          BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE
          EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), EXCEPT IN
          ACCORDANCE WITH SECTION 5.02(d)
          OF THE
          AGREEMENT.

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        THIS
          CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
          SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
          ACT”)
          AND
          MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A
          PERSON
          THAT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
          UNDER
          THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
          A
          QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS
          OF RULE
          144A, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
          SECURITIES ACT, IN WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN
          REPRESENTATIONS AND UNDERTAKINGS SET FORTH IN THE AGREEMENT AND IN ACCORDANCE
          WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
          STATES.

         

         

        
          	
                  Certificate
                    No.

                	
                  :

                	
                  1

                
	
                  Cut-off
                    Date

                	
                  :

                	
                  June
                    1, 2006

                
	
                  First
                    Distribution Date

                	
                  :

                	
                  July
                    25, 2006

                
	
                  Initial
                    Certificate Principal Balance of this Certificate
                    (“Denomination”)

                	
                  :

                	
                  $
                    4,662,000.00

                
	
                  Original
                    Class Certificate Principal Balance of this Class

                	
                  :

                	
                  $
                    4,662,000.00

                
	
                  Percentage
                    Interest

                	
                  :

                	
                  100.00%

                
	
                  Pass-Through
                    Rate

                	
                  :

                	
                  Variable

                
	
                  CUSIP

                	
                  :

                	
                  320278
                    AS 3

                
	
                  Class

                	
                  :

                	
                  M-12

                
	
                  Assumed
                    Maturity Date

                	
                  :

                	
                  July
                    2036

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        Series
          2006-FF8

        CLASS
          M-12

         

        evidencing
          the Percentage Interest in the distributions allocable to the Certificates
          of
          the above-referenced Class with respect to the Trust consisting of first
          lien
          adjustable rate and fixed rate mortgage loans (the “Mortgage
          Loans”)

         

        FINANCIAL
          ASSET SECURITIES CORP., AS DEPOSITOR

         

        Principal
          in respect of this Certificate is distributable monthly as set forth herein.
          Accordingly, the Certificate Principal Balance of this Class M-12 Certificate
          at
          any time may be less than the Initial Certificate Principal Balance set
          forth on
          the face hereof, as described herein. This Class M-12 Certificate does
          not
          evidence an obligation of, or an interest in, and is not guaranteed by
          the
          Depositor, the Servicer, or the Trustee referred to below or any of their
          respective affiliates.

         

        This
          certifies that Cede & Co. is the registered owner of the Percentage Interest
          evidenced by this Class M-12 Certificate (obtained by dividing the Denomination
          of this Class M-12 Certificate by the Original Class Certificate Principal
          Balance) in certain monthly distributions with respect to a Trust consisting
          primarily of the Mortgage Loans deposited by Financial Asset Securities
          Corp.
          (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
          Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor,
          National City Home Loan Services, Inc., as servicer (the “Servicer”), and
          Deutsche Bank National Trust Company, a national banking association, as
          trustee
          (the “Trustee”). To the extent not defined herein, the capitalized terms used
          herein have the meanings assigned in the Agreement. This Class M-12 Certificate
          is issued under and is subject to the terms, provisions and conditions
          of the
          Agreement, to which Agreement the Holder of this Class M-12 Certificate
          by
          virtue of the acceptance hereof assents and by which such Holder is
          bound.

         

        No
          transfer of a Certificate of this Class shall be made unless such transfer
          is
          made pursuant to an effective registration statement under the Act and
          any
          applicable state securities laws or is exempt from the registration requirements
          under said Act and such laws. In the event that a transfer is to be made
          in
          reliance upon an exemption from the Act and such laws, in order to assure
          compliance with the Act and such laws, the Certificateholder desiring to
          effect
          such transfer and such Certificateholder’s prospective transferee shall each
          certify to the Trustee and the Depositor in writing the facts surrounding
          the
          transfer. The Holder hereof desiring to effect such transfer shall, and
          does
          hereby agree to, indemnify the Trustee and the Depositor against any liability
          that may result if the transfer is not so exempt or is not made in accordance
          with such federal and state laws.

         

        No
          transfer of this Certificate shall be made to any transferee of this Certificate
          who is a Plan subject to ERISA or Section 4975 of the Code, any Person
          acting,
          directly or indirectly, on behalf of any such Plan or any person using
          Plan
          Assets to acquire this Certificate except in accordance with Section 5.02(d)
          of
          the Agreement.

         

        Reference
          is hereby made to the further provisions of this Class M-12 Certificate
          set
          forth on the reverse hereof, which further provisions shall for all purposes
          have the same effect as if set forth at this place.

         

        This
          Class M-12 Certificate shall not be entitled to any benefit under the Agreement
          or be valid for any purpose unless manually countersigned by an authorized
          signatory of the Trustee.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
          to be duly executed.

         

        Dated:
          June __, 2006

         

        
          	 	
                  FIRST
                    FRANKLIN MORTGAGE LOAN TRUST 2006-FF8

                   

                   

                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                    but solely as
                    Trustee

                
	 	 	 
	 	
                  By:

                	 


        

        


        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

         

        
          
            	 	 	 	 	 
	By:	 	 	 	 
	 	
                    
Authorized
                    Signatory of	 	 	
                  
	 	
                    Deutsche
                      Bank National Trust Company,

                    as
                      Trustee

                  	 	 	 


          

           

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        [Reverse
          of Class M-12 Certificate]

         

        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        SERIES
          2006-FF8

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          First Franklin Mortgage Loan Trust 2006-FF8, Asset-Backed Certificates,
          Series
          2006-FF8 herein collectively called the “Certificates”), and representing a
          beneficial ownership interest in the Trust created by the
          Agreement.

         

        The
          Certificateholder, by its acceptance of this Certificate, agrees that it
          will
          look solely to the funds on deposit in the Distribution Account for payment
          hereunder and that the Trustee is not liable to the Certificateholders
          for any
          amount payable under this Certificate or the Agreement or, except as expressly
          provided in the Agreement, subject to any liability under the
          Agreement.

         

        This
          Certificate does not purport to summarize the Agreement and reference is
          made to
          the Agreement for the interests, rights and limitations of rights, benefits,
          obligations and duties evidenced thereby, and the rights, duties and immunities
          of the Trustee.

         

        Pursuant
          to the terms of the Agreement, a distribution will be made on the 25th
          day of
          each month or, if such 25th day is not a Business Day, then the Business
          Day
          immediately following such Distribution Date (the “Distribution Date”),
          commencing on the first Distribution Date specified on the face hereof,
          to the
          Person in whose name this Certificate is registered at the close of business
          on
          the applicable Record Date in an amount equal to the product of the Percentage
          Interest evidenced by this Certificate and the amount required to be distributed
          to Holders of Certificates of the Class to which this Certificate belongs
          on
          such Distribution Date pursuant to the Agreement.

         

        Distributions
          on this Certificate shall be made by check or money order mailed to the
          address
          of the person entitled thereto as it appears on the Certificate Register
          or by
          wire transfer or otherwise, as set forth in the Agreement. The final
          distribution on each Certificate will be made in like manner, but only
          upon
          presentment and surrender of such Certificate at the office of the Trustee
          or
          the Trustee’s agent specified in the notice to Certificateholders of such final
          distribution.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Trustee
          and
          the rights of the Certificateholders under the Agreement at any time by
          the
          Depositor, the Servicer and the Trustee and of Holders of the requisite
          percentage of the Percentage Interests of each Class of Certificates affected
          by
          such amendment, as specified in the Agreement. Any such consent by the
          Holder of
          this Certificate shall be conclusive and binding on such Holder and upon
          all
          future Holders of this Certificate and of any Certificate issued upon the
          transfer hereof or in exchange therefor or in lieu hereof whether or not
          notation of such consent is made upon this Certificate. The Agreement also
          permits the amendment thereof, in certain limited circumstances, without
          the
          consent of the Holders of any of the Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          of
          the Certificate Registrar upon surrender of this Certificate for registration
          of
          transfer at the offices or agencies of the Trustee as provided in the Pooling
          and Servicing Agreement accompanied by a written instrument of transfer
          in form
          satisfactory to the Trustee and the Certificate Registrar duly executed
          by the
          holder hereof or such holder’s attorney duly authorized in writing, and
          thereupon one or more new Certificates of the same Class in authorized
          denominations and evidencing the same aggregate Percentage Interest in
          the Trust
          will be issued to the designated transferee or transferees.

         

        The
          Certificates are issuable only as registered Certificates without coupons
          in
          denominations specified in the Agreement. As provided in the Agreement
          and
          subject to certain limitations therein set forth, Certificates are exchangeable
          for new Certificates of the same Class in authorized denominations and
          evidencing the same aggregate Percentage Interest, as requested by the
          Holder
          surrendering the same.

         

        No
          service charge will be made for any such registration of transfer or exchange,
          but the Trustee may require payment of a sum sufficient to cover any tax
          or
          other governmental charge payable in connection therewith.

         

        The
          Depositor, the Servicer and the Trustee and any agent of the Depositor,
          the
          Servicer or the Trustee may treat the Person in whose name this Certificate
          is
          registered as the owner hereof for all purposes, and none of the Depositor,
          the
          Trustee, the Servicer or any such agent shall be affected by any notice
          to the
          contrary.

         

        On
          any
          Distribution Date following the date at which the remaining aggregate Principal
          Balance of the Mortgage Loans is less than 10% of the Principal Balance
          of the
          Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
          in
          whole, from the Trust the Mortgage Loans at a purchase price determined
          as
          provided in the Agreement. In the event that no such optional termination
          occurs, the obligations and responsibilities created by the Agreement will
          terminate upon notice to the Trustee upon the earliest of (i) the Distribution
          Date on which the Certificate Principal Balances of the Regular Certificates
          have been reduced to zero, (ii) the final payment or other liquidation
          of the
          last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
          of
          the Mortgage Loans as described in the Agreement and (iv) the Distribution
          Date
          in July 2036.

         

        Capitalized
          terms used herein that are defined in the Agreement shall have the meanings
          ascribed to them in the Agreement, and nothing herein shall be deemed
          inconsistent with that meaning.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
          unto

         

        
          	 
	 


        

        (Please
          print or typewrite name and address including postal zip code of
          assignee)

         

        the
          Percentage Interest evidenced by the within Certificate and hereby authorizes
          the transfer of registration of such Percentage Interest to assignee on
          the
          Certificate Register of the Trust.

         

        I
          (We)
          further direct the Trustee to issue a new Certificate of a like denomination
          and
          Class, to the above named assignee and deliver such Certificate to the
          following
          address:

        
          	 


        

        


         

        Dated:_________________

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


         


        EXHIBIT
          A-18

         

        FORM
          OF
          CLASS C CERTIFICATES

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        THIS
          CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED
          (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
          THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
          REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
          OF
          THE AGREEMENT REFERRED TO HEREIN.

         

        THIS
          CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
          CERTIFICATES, THE CLASS II-A-2, THE CLASS II-A-3 CERTIFICATES, THE CLASS
          II-A-4
          CERTIFICATES, THE CLASS A-6 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE
          CLASS
          M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES,
          THE
          CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES,
          THE CLASS M-8 CERTIFICATES, THE CLASS M-9 CERTIFICATES, THE CLASS M-10
          CERTIFICATES, THE CLASS M-11 CERTIFICATES AND THE CLASS M-12 CERTIFICATES
          TO THE
          EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
          HEREIN.

         

        THIS
          CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED
          (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
          THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
          REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
          OF
          THE AGREEMENT REFERRED TO HEREIN.

         

        NO
          TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
          ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
          ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
          PROCEDURES DESCRIBED HEREIN.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  Certificate
                    No.

                	
                  :

                	
                  1

                
	
                  Cut-off
                    Date

                	
                  :

                	
                  June
                    1, 2006

                
	
                  First
                    Distribution Date

                	
                  :

                	
                  July
                    25, 2006

                
	
                  Initial
                    Certificate Principal Balance

                  of
                    this Certificate (“Denomination”)

                	
                  :

                	
                  $
                    7,628,424.25

                
	
                  Original
                    Class Certificate

                  Principal
                    Balance of this Class

                	
                  :

                	
                  $
                    7,628,424.25

                   

                
	
                  Percentage
                    Interest

                	
                  :

                	
                  100.00%

                
	
                  Class

                	
                  :

                	
                  C

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        Series
          2006-FF8

        CLASS
          C

         

        evidencing
          the Percentage Interest in the distributions allocable to the Certificates
          of
          the above-referenced Class with respect to the Trust consisting of first
          lien
          adjustable rate and fixed rate mortgage loans (the “Mortgage
          Loans”)

         

        FINANCIAL
          ASSET SECURITIES CORP., AS DEPOSITOR

         

        Principal
          in respect of this Certificate is distributable monthly as set forth herein.
          Accordingly, the Certificate Principal Balance of this Class C Certificate
          at
          any time may be less than the Initial Certificate Principal Balance set
          forth on
          the face hereof, as described herein. This Class C Certificate does not
          evidence
          an obligation of, or an interest in, and is not guaranteed by the Depositor,
          the
          Servicer, or the Trustee referred to below or any of their respective
          affiliates.

         

        This
          certifies that GREENWICH CAPITAL MARKETS, INC. is the registered owner
          of the
          Percentage Interest evidenced by this Class C Certificate (obtained by
          dividing
          the Denomination of this Class C Certificate by the Original Class Certificate
          Principal Balance) in certain distributions with respect to a Trust consisting
          primarily of the Mortgage Loans deposited by Financial Asset Securities
          Corp.
          (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
          Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor,
          National City Home Loan Services, Inc., as servicer (the “Servicer”), and
          Deutsche Bank National Trust Company, a national banking association, as
          trustee
          (the “Trustee”). To the extent not defined herein, the capitalized terms used
          herein have the meanings assigned in the Agreement. This Class C Certificate
          is
          issued under and is subject to the terms, provisions and conditions of
          the
          Agreement, to which Agreement the Holder of this Class C Certificate by
          virtue
          of the acceptance hereof assents and by which such Holder is bound.

         

        No
          transfer of a Certificate of this Class shall be made unless such transfer
          is
          made pursuant to an effective registration statement under the Act and
          any
          applicable state securities laws or is exempt from the registration requirements
          under said Act and such laws. In the event that a transfer is to be made
          in
          reliance upon an exemption from the Act and such laws, in order to assure
          compliance with the Act and such laws, the Certificateholder desiring to
          effect
          such transfer and such Certificateholder’s prospective transferee shall each
          certify to the Trustee and the Depositor in writing the facts surrounding
          the
          transfer. In the event that such a transfer is not to be made pursuant
          to Rule
          144A of the Act, there shall be delivered to the Trustee and the Depositor
          of an
          Opinion of Counsel that such transfer may be made pursuant to an exemption
          from
          the Act, which Opinion of Counsel shall not be obtained at the expense
          of the
          Trustee, the Servicer or the Depositor; or there shall be delivered to
          the
          Trustee and the Depositor a transferor certificate by the transferor and
          an
          investment letter shall be executed by the transferee. The Holder hereof
          desiring to effect such transfer shall, and does hereby agree to, indemnify
          the
          Trustee and the Depositor against any liability that may result if the
          transfer
          is not so exempt or is not made in accordance with such federal and state
          laws.

        


        No
          transfer of this Certificate to a Plan subject to ERISA or Section 4975
          of the
          Code, any Person acting, directly or indirectly, on behalf of any such
          Plan or
          any person using Plan Assets to acquire this Certificate shall be made
          except in
          accordance with Section 5.02(d) of the Agreement.

         

        Reference
          is hereby made to the further provisions of this Class C Certificate set
          forth
          on the reverse hereof, which further provisions shall for all purposes
          have the
          same effect as if set forth at this place.

         

        This
          Class C Certificate shall not be entitled to any benefit under the Agreement
          or
          be valid for any purpose unless manually countersigned by an authorized
          signatory of the Trustee.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
          to be duly executed.

         

        Dated:
          June __, 2006

         

        
          	 	
                  FIRST
                    FRANKLIN MORTGAGE LOAN TRUST 2006-FF8

                   

                   

                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                    but solely as
                    Trustee

                
	 	 	 
	 	
                  By:

                	 


        

        


        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

         

        
          
            	 	 	 	 	 
	By:	 	 	 	 
	 	
                    
Authorized
                    Signatory of	 	 	
                  
	 	
                    Deutsche
                      Bank National Trust Company,

                    as
                      Trustee

                  	 	 	 


          

        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        [Reverse
          of Class C Certificate]

         

        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        SERIES
          2006-FF8

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          First Franklin Mortgage Loan Trust 2006-FF8, Asset-Backed Certificates,
          Series
          2006-FF8 (herein collectively called the “Certificates”), and representing a
          beneficial ownership interest in the Trust created by the
          Agreement.

         

        The
          Certificateholder, by its acceptance of this Certificate, agrees that it
          will
          look solely to the funds on deposit in the Distribution Account for payment
          hereunder and that the Trustee is not liable to the Certificateholders
          for any
          amount payable under this Certificate or the Agreement or, except as expressly
          provided in the Agreement, subject to any liability under the
          Agreement.

         

        This
          Certificate does not purport to summarize the Agreement and reference is
          made to
          the Agreement for the interests, rights and limitations of rights, benefits,
          obligations and duties evidenced thereby, and the rights, duties and immunities
          of the Trustee.

         

        Pursuant
          to the terms of the Agreement, a distribution will be made on the 25th
          day of
          each month or, if such 25th day is not a Business Day, then the Business
          Day
          immediately following such Distribution Date (the “Distribution Date”),
          commencing on the first Distribution Date specified on the face hereof,
          to the
          Person in whose name this Certificate is registered at the close of business
          on
          the applicable Record Date in an amount equal to the product of the Percentage
          Interest evidenced by this Certificate and the amount required to be distributed
          to Holders of Certificates of the Class to which this Certificate belongs
          on
          such Distribution Date pursuant to the Agreement.

         

        Distributions
          on this Certificate shall be made by check or money order mailed to the
          address
          of the person entitled thereto as it appears on the Certificate Register
          or by
          wire transfer or otherwise, as set forth in the Agreement. The final
          distribution on each Certificate will be made in like manner, but only
          upon
          presentment and surrender of such Certificate at the office of the Trustee
          or
          the Trustee’s agent specified in the notice to Certificateholders of such final
          distribution.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Trustee
          and
          the rights of the Certificateholders under the Agreement at any time by
          the
          Depositor, the Servicer and the Trustee and of Holders of the requisite
          percentage of the Percentage Interests of each Class of Certificates affected
          by
          such amendment, as specified in the Agreement. Any such consent by the
          Holder of
          this Certificate shall be conclusive and binding on such Holder and upon
          all
          future Holders of this Certificate and of any Certificate issued upon the
          transfer hereof or in exchange therefor or in lieu hereof whether or not
          notation of such consent is made upon this Certificate. The Agreement also
          permits the amendment thereof, in certain limited circumstances, without
          the
          consent of the Holders of any of the Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          of
          the Certificate Registrar upon surrender of this Certificate for registration
          of
          transfer at the offices or agencies of the Trustee as provided in the Pooling
          and Servicing Agreement accompanied by a written instrument of transfer
          in form
          satisfactory to the Trustee and the Certificate Registrar duly executed
          by the
          holder hereof or such holder’s attorney duly authorized in writing, and
          thereupon one or more new Certificates of the same Class in authorized
          denominations and evidencing the same aggregate Percentage Interest in
          the Trust
          will be issued to the designated transferee or transferees.

         

        The
          Certificates are issuable only as registered Certificates without coupons
          in
          denominations specified in the Agreement. As provided in the Agreement
          and
          subject to certain limitations therein set forth, Certificates are exchangeable
          for new Certificates of the same Class in authorized denominations and
          evidencing the same aggregate Percentage Interest, as requested by the
          Holder
          surrendering the same.

         

        No
          service charge will be made for any such registration of transfer or exchange,
          but the Trustee may require payment of a sum sufficient to cover any tax
          or
          other governmental charge payable in connection therewith.

         

        The
          Depositor, the Servicer and the Trustee and any agent of the Depositor,
          the
          Servicer or the Trustee may treat the Person in whose name this Certificate
          is
          registered as the owner hereof for all purposes, and none of the Depositor,
          the
          Trustee, the Servicer or any such agent shall be affected by any notice
          to the
          contrary.

         

        On
          any
          Distribution Date following the date at which the remaining aggregate Principal
          Balance of the Mortgage Loans is less than 10% of the Principal Balance
          of the
          Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
          in
          whole, from the Trust the Mortgage Loans at a purchase price determined
          as
          provided in the Agreement. In the event that no such optional termination
          occurs, the obligations and responsibilities created by the Agreement will
          terminate upon notice to the Trustee upon the earliest of (i) the Distribution
          Date on which the Certificate Principal Balances of the Regular Certificates
          have been reduced to zero, (ii) the final payment or other liquidation
          of the
          last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
          of
          the Mortgage Loans as described in the Agreement and (iv) the Distribution
          Date
          in July 2036.

         

        Capitalized
          terms used herein that are defined in the Agreement shall have the meanings
          ascribed to them in the Agreement, and nothing herein shall be deemed
          inconsistent with that meaning.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
          unto

         

        
          	 
	 


        

        (Please
          print or typewrite name and address including postal zip code of
          assignee)

         

        the
          Percentage Interest evidenced by the within Certificate and hereby authorizes
          the transfer of registration of such Percentage Interest to assignee on
          the
          Certificate Register of the Trust.

         

        I
          (We)
          further direct the Trustee to issue a new Certificate of a like denomination
          and
          Class, to the above named assignee and deliver such Certificate to the
          following
          address:

        
          	 


        

        


         

        Dated:_________________

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


        



        EXHIBIT
          A-19

         

        FORM
          OF
          CLASS P CERTIFICATE

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        THIS
          CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED
          (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
          THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
          REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
          OF
          THE AGREEMENT REFERRED TO HEREIN.

         

        NO
          TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
          ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
          ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
          PROCEDURES DESCRIBED HEREIN.

        


        
          	
                  Certificate
                    No.

                	
                  :

                	
                  1

                
	
                  Cut-off
                    Date

                	
                  :

                	
                  June
                    1, 2006

                
	
                  First
                    Distribution Date

                	
                  :

                	
                  July
                    25, 2006

                
	
                  Initial
                    Certificate Principal Balance

                  of
                    this Certificate (“Denomination”)

                	
                  :

                	
                  $100.00

                
	
                  Original
                    Class Certificate

                  Principal
                    Balance of this Class

                	
                  :

                	
                  $100.00

                
	
                  Percentage
                    Interest

                	
                  :

                	
                  100.00%

                
	
                  Class

                	
                  :

                	
                  P

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        Series
          2006-FF8

        CLASS
          P

         

        evidencing
          the Percentage Interest in the distributions allocable to the Certificates
          of
          the above-referenced Class with respect to the Trust consisting of first
          lien
          adjustable rate and fixed rate mortgage loans (the “Mortgage
          Loans”)

         

        FINANCIAL
          ASSET SECURITIES CORP., AS DEPOSITOR

         

        Principal
          in respect of this Certificate is distributable monthly as set forth herein.
          Accordingly, the Certificate Principal Balance of this Class P Certificate
          at
          any time may be less than the Initial Certificate Principal Balance set
          forth on
          the face hereof, as described herein. This Class P Certificate does not
          evidence
          an obligation of, or an interest in, and is not guaranteed by the Depositor,
          the
          Servicer, or the Trustee referred to below or any of their respective
          affiliates.

         

        This
          certifies that GREENWICH CAPITAL MARKETS, INC. is the registered owner
          of the
          Percentage Interest evidenced by this Class P Certificate (obtained by
          dividing
          the Denomination of this Class P Certificate by the Original Class Certificate
          Principal Balance) in certain distributions with respect to a Trust consisting
          primarily of the Mortgage Loans deposited by Financial Asset Securities
          Corp.
          (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
          Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor,
          National City Home Loan Services, Inc., as servicer (the “Servicer”), and
          Deutsche Bank National Trust Company, a national banking association, as
          trustee
          (the “Trustee”). To the extent not defined herein, the capitalized terms used
          herein have the meanings assigned in the Agreement. This Class P Certificate
          is
          issued under and is subject to the terms, provisions and conditions of
          the
          Agreement, to which Agreement the Holder of this Class P Certificate by
          virtue
          of the acceptance hereof assents and by which such Holder is bound.

         

        This
          Certificate does not have a pass-through rate and will be entitled to
          distributions only to the extent set forth in the Agreement.

         

        No
          transfer of a Certificate of this Class shall be made unless such transfer
          is
          made pursuant to an effective registration statement under the Act and
          any
          applicable state securities laws or is exempt from the registration requirements
          under said Act and such laws. In the event that a transfer is to be made
          in
          reliance upon an exemption from the Act and such laws, in order to assure
          compliance with the Act and such laws, the Certificateholder desiring to
          effect
          such transfer and such Certificateholder’s prospective transferee shall each
          certify to the Trustee and the Depositor in writing the facts surrounding
          the
          transfer. In the event that such a transfer is not to be made pursuant
          to Rule
          144A of the Act, there shall be delivered to the Trustee and the Depositor
          of an
          Opinion of Counsel that such transfer may be made pursuant to an exemption
          from
          the Act, which Opinion of Counsel shall not be obtained at the expense
          of the
          Trustee, the Servicer or the Depositor; or there shall be delivered to
          the
          Trustee and the Depositor a transferor certificate by the transferor and
          an
          investment letter shall be executed by the transferee. The Holder hereof
          desiring to effect such transfer shall, and does hereby agree to, indemnify
          the
          Trustee and the Depositor against any liability that may result if the
          transfer
          is not so exempt or is not made in accordance with such federal and state
          laws.

         

        No
          transfer of this Certificate to a Plan subject to ERISA or Section 4975
          of the
          Code, any Person acting, directly or indirectly, on behalf of any such
          Plan or
          any person using Plan Assets to acquire this Certificate shall be made
          except in
          accordance with Section 5.02(d) of the Agreement.

         

        Reference
          is hereby made to the further provisions of this Class P Certificate set
          forth
          on the reverse hereof, which further provisions shall for all purposes
          have the
          same effect as if set forth at this place.

         

        This
          Class P Certificate shall not be entitled to any benefit under the Agreement
          or
          be valid for any purpose unless manually countersigned by an authorized
          signatory of the Trustee.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
          to be duly executed.

         

        Dated:
          June __, 2006

         

        
          	 	
                  FIRST
                    FRANKLIN MORTGAGE LOAN TRUST 2006-FF8

                   

                   

                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                    but solely as
                    Trustee

                
	 	 	 
	 	
                  By:

                	 


        

        


        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

         

        
          
            	 	 	 	 	 
	By:	 	 	 	 
	 	
                    
Authorized
                    Signatory of	 	 	
                  
	 	
                    Deutsche
                      Bank National Trust Company,

                    as
                      Trustee

                  	 	 	 


          

        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        [Reverse
          of Class P Certificate]

         

        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        SERIES
          2006-FF8

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          First Franklin Mortgage Loan Trust 2006-FF8, Asset-Backed Certificates,
          Series
          2006-FF8 (herein collectively called the “Certificates”), and representing a
          beneficial ownership interest in the Trust created by the
          Agreement.

         

        The
          Certificateholder, by its acceptance of this Certificate, agrees that it
          will
          look solely to the funds on deposit in the Distribution Account for payment
          hereunder and that the Trustee is not liable to the Certificateholders
          for any
          amount payable under this Certificate or the Agreement or, except as expressly
          provided in the Agreement, subject to any liability under the
          Agreement.

         

        This
          Certificate does not purport to summarize the Agreement and reference is
          made to
          the Agreement for the interests, rights and limitations of rights, benefits,
          obligations and duties evidenced thereby, and the rights, duties and immunities
          of the Trustee.

         

        Pursuant
          to the terms of the Agreement, a distribution will be made on the 25th
          day of
          each month or, if such 25th day is not a Business Day, then the Business
          Day
          immediately following such Distribution Date (the “Distribution Date”),
          commencing on the first Distribution Date specified on the face hereof,
          to the
          Person in whose name this Certificate is registered at the close of business
          on
          the applicable Record Date in an amount equal to the product of the Percentage
          Interest evidenced by this Certificate and the amount required to be distributed
          to Holders of Certificates of the Class to which this Certificate belongs
          on
          such Distribution Date pursuant to the Agreement.

         

        Distributions
          on this Certificate shall be made by check or money order mailed to the
          address
          of the person entitled thereto as it appears on the Certificate Register
          or by
          wire transfer or otherwise, as set forth in the Agreement. The final
          distribution on each Certificate will be made in like manner, but only
          upon
          presentment and surrender of such Certificate at the office of the Trustee
          or
          the Trustee’s agent specified in the notice to Certificateholders of such final
          distribution.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Trustee
          and
          the rights of the Certificateholders under the Agreement at any time by
          the
          Depositor, the Servicer and the Trustee and of Holders of the requisite
          percentage of the Percentage Interests of each Class of Certificates affected
          by
          such amendment, as specified in the Agreement. Any such consent by the
          Holder of
          this Certificate shall be conclusive and binding on such Holder and upon
          all
          future Holders of this Certificate and of any Certificate issued upon the
          transfer hereof or in exchange therefor or in lieu hereof whether or not
          notation of such consent is made upon this Certificate. The Agreement also
          permits the amendment thereof, in certain limited circumstances, without
          the
          consent of the Holders of any of the Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          of
          the Certificate Registrar upon surrender of this Certificate for registration
          of
          transfer at the offices or agencies of the Trustee as provided in the Pooling
          and Servicing Agreement accompanied by a written instrument of transfer
          in form
          satisfactory to the Trustee and the Certificate Registrar duly executed
          by the
          holder hereof or such holder’s attorney duly authorized in writing, and
          thereupon one or more new Certificates of the same Class in authorized
          denominations and evidencing the same aggregate Percentage Interest in
          the Trust
          will be issued to the designated transferee or transferees.

         

        The
          Certificates are issuable only as registered Certificates without coupons
          in
          denominations specified in the Agreement. As provided in the Agreement
          and
          subject to certain limitations therein set forth, Certificates are exchangeable
          for new Certificates of the same Class in authorized denominations and
          evidencing the same aggregate Percentage Interest, as requested by the
          Holder
          surrendering the same.

         

        No
          service charge will be made for any such registration of transfer or exchange,
          but the Trustee may require payment of a sum sufficient to cover any tax
          or
          other governmental charge payable in connection therewith.

         

        The
          Depositor, the Servicer and the Trustee and any agent of the Depositor,
          the
          Servicer or the Trustee may treat the Person in whose name this Certificate
          is
          registered as the owner hereof for all purposes, and none of the Depositor,
          the
          Trustee, the Servicer or any such agent shall be affected by any notice
          to the
          contrary.

         

        On
          any
          Distribution Date following the date at which the remaining aggregate Principal
          Balance of the Mortgage Loans is less than 10% of the Principal Balance
          of the
          Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
          in
          whole, from the Trust the Mortgage Loans at a purchase price determined
          as
          provided in the Agreement. In the event that no such optional termination
          occurs, the obligations and responsibilities created by the Agreement will
          terminate upon notice to the Trustee upon the earliest of (i) the Distribution
          Date on which the Certificate Principal Balances of the Regular Certificates
          have been reduced to zero, (ii) the final payment or other liquidation
          of the
          last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
          of
          the Mortgage Loans as described in the Agreement and (iv) the Distribution
          Date
          in July 2036.

         

        Capitalized
          terms used herein that are defined in the Agreement shall have the meanings
          ascribed to them in the Agreement, and nothing herein shall be deemed
          inconsistent with that meaning.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
          unto

         

        
          	 
	 


        

        (Please
          print or typewrite name and address including postal zip code of
          assignee)

         

        the
          Percentage Interest evidenced by the within Certificate and hereby authorizes
          the transfer of registration of such Percentage Interest to assignee on
          the
          Certificate Register of the Trust.

         

        I
          (We)
          further direct the Trustee to issue a new Certificate of a like denomination
          and
          Class, to the above named assignee and deliver such Certificate to the
          following
          address:

        
          	 


        

        


         

        Dated:_________________

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


        



        EXHIBIT
          A-20

         

        FORM
          OF
          CLASS R CERTIFICATE

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        THIS
          CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED
          (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
          THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
          REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
          OF
          THE AGREEMENT REFERRED TO HEREIN.

         

        THIS
          CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
          WILL
          NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.

         

        NEITHER
          THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
          PROPOSED
          TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
          THE
          PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

         

        NO
          TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
          ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
          ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
          PROCEDURES DESCRIBED HEREIN.

        


        
          	
                  Certificate
                    No.

                	
                  :

                	
                  1

                
	
                  Cut-off
                    Date

                	
                  :

                	
                  June
                    1, 2006

                
	
                  First
                    Distribution Date

                	
                  :

                	
                  July
                    25, 2006

                
	
                  Percentage
                    Interest

                	
                  :

                	
                  100.00%

                
	
                  Class

                	
                  :

                	
                  R

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        Series
          2006-FF8

        CLASS
          R

         

        evidencing
          the Percentage Interest in the distributions allocable to the Certificates
          of
          the above-referenced Class with respect to the Trust consisting primarily
          of a
          pool of first lien adjustable rate and fixed rate mortgage loans (the “Mortgage
          Loans”)

         

        FINANCIAL
          ASSET SECURITIES CORP., AS DEPOSITOR

         

        This
          Certificate does not evidence an obligation of, or an interest in, and
          is not
          guaranteed by the Depositor, the Servicer or the Trustee referred to below
          or
          any of their respective affiliates.

         

        This
          certifies that GREENWICH CAPITAL MARKETS, INC. is the registered owner
          of the
          Percentage Interest evidenced by this Certificate specified above in the
          interest represented by all Certificates of the Class to which this Certificate
          belongs in a Trust consisting primarily of the Mortgage Loans deposited
          by
          Financial Asset Securities Corp. (the “Depositor”). The Trust was created
          pursuant to a Pooling and Servicing Agreement dated as of June 1, 2006
          (the
“Agreement”) among the Depositor, National City Home Loan Services, Inc., as
          servicer (the “Servicer”), and Deutsche Bank National Trust Company, a national
          banking association, as trustee (the “Trustee”). To the extent not defined
          herein, the capitalized terms used herein have the meanings assigned in
          the
          Agreement. This Certificate is issued under and is subject to the terms,
          provisions and conditions of the Agreement, to which Agreement the Holder
          of
          this Certificate by virtue of the acceptance hereof assents and by which
          such
          Holder is bound.

         

        This
          Certificate does not have a principal balance or pass-through rate and
          will be
          entitled to distributions only to the extent set forth in the Agreement.
          In
          addition, any distribution of the proceeds of any remaining assets of the
          Trust
          will be made only upon presentment and surrender of this Certificate at
          the
          Office or the office or agency maintained by the Trustee.

         

        No
          transfer of a Certificate of this Class shall be made unless such transfer
          is
          made pursuant to an effective registration statement under the Act and
          any
          applicable state securities laws or is exempt from the registration requirements
          under said Act and such laws. In the event that a transfer is to be made
          in
          reliance upon an exemption from the Act and such laws, in order to assure
          compliance with the Act and such laws, the Certificateholder desiring to
          effect
          such transfer and such Certificateholder’s prospective transferee shall each
          certify to the Trustee and the Depositor in writing the facts surrounding
          the
          transfer. In the event that such a transfer is not to be made pursuant
          to Rule
          144A of the Act, there shall be delivered to the Trustee and the Depositor
          of an
          Opinion of Counsel that such transfer may be made pursuant to an exemption
          from
          the Act, which Opinion of Counsel shall not be obtained at the expense
          of the
          Trustee, the Servicer or the Depositor; or there shall be delivered to
          the
          Trustee and the Depositor a transferor certificate by the transferor and
          an
          investment letter shall be executed by the transferee. The Holder hereof
          desiring to effect such transfer shall, and does hereby agree to, indemnify
          the
          Trustee and the Depositor against any liability that may result if the
          transfer
          is not so exempt or is not made in accordance with such federal and state
          laws.

         

        No
          transfer of this Certificate to a Plan subject to ERISA or Section 4975
          of the
          Code, any Person acting, directly or indirectly, on behalf of any such
          Plan or
          any person using Plan Assets to acquire this Certificate shall be made
          except in
          accordance with Section 5.02(d) of the Agreement.

         

        Each
          Holder of this Certificate will be deemed to have agreed to be bound by
          the
          restrictions of the Agreement, including but not limited to the restrictions
          that (i) each person holding or acquiring any Ownership Interest in this
          Certificate must be a Permitted Transferee, (ii) no Ownership Interest
          in this
          Certificate may be transferred without delivery to the Trustee of (a) a
          transfer
          affidavit of the proposed transferee and (b) a transfer certificate of
          the
          transferor, each of such documents to be in the form described in the Agreement,
          (iii) each person holding or acquiring any Ownership Interest in this
          Certificate must agree to require a transfer affidavit and to deliver a
          transfer
          certificate to the Trustee as required pursuant to the Agreement, (iv)
          each
          person holding or acquiring an Ownership Interest in this Certificate must
          agree
          not to transfer an Ownership Interest in this Certificate if it has actual
          knowledge that the proposed transferee is not a Permitted Transferee and
          (v) any
          attempted or purported transfer of any Ownership Interest in this Certificate
          in
          violation of such restrictions will be absolutely null and void and will
          vest no
          rights in the purported transferee. Pursuant to the Agreement, The Trustee
          will
          provide the Internal Revenue Service and any pertinent persons with the
          information needed to compute the tax imposed under the applicable tax
          laws on
          transfers of residual interests to disqualified organizations, if any person
          other than a Permitted Transferee acquires an Ownership Interest on a Class
          R
          Certificate in violation of the restrictions mentioned above.

         

        Reference
          is hereby made to the further provisions of this Certificate set forth
          on the
          reverse hereof, which further provisions shall for all purposes have the
          same
          effect as if set forth at this place.

         

        This
          Certificate shall not be entitled to any benefit under the Agreement or
          be valid
          for any purpose unless manually countersigned by an authorized officer
          of the
          Trustee.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
          to be duly executed.

         

        Dated:
          June __, 2006

         

        
          	 	
                  FIRST
                    FRANKLIN MORTGAGE LOAN TRUST 2006-FF8

                   

                   

                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                    but solely as
                    Trustee

                
	 	 	 
	 	
                  By:

                	 


        

        


        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

         

        
          
            	 	 	 	 	 
	By:	 	 	 	 
	 	
                    
Authorized
                    Signatory of	 	 	
                  
	 	
                    Deutsche
                      Bank National Trust Company,

                    as
                      Trustee

                  	 	 	 




            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            



        

        [Reverse
          of Class R Certificate]

         

        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        SERIES
          2006-FF8

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          First Franklin Mortgage Loan Trust 2006-FF8 Asset-Backed Certificates,
          Series
          2006-FF8 (herein collectively called the “Certificates”), and representing a
          beneficial ownership interest in the Trust created by the
          Agreement.

         

        The
          Certificateholder, by its acceptance of this Certificate, agrees that it
          will
          look solely to the funds on deposit in the Distribution Account for payment
          hereunder and that the Trustee is not liable to the Certificateholders
          for any
          amount payable under this Certificate or the Agreement or, except as expressly
          provided in the Agreement, subject to any liability under the
          Agreement.

         

        This
          Certificate does not purport to summarize the Agreement and reference is
          made to
          the Agreement for the interests, rights and limitations of rights, benefits,
          obligations and duties evidenced thereby, and the rights, duties and immunities
          of the Trustee.

         

        Pursuant
          to the terms of the Agreement, a distribution will be made on the 25th
          day of
          each month or, if such 25th day is not a Business Day, then the Business
          Day
          immediately following such Distribution Date (the “Distribution Date”),
          commencing on the first Distribution Date specified on the face hereof,
          to the
          Person in whose name this Certificate is registered at the close of business
          on
          the applicable Record Date in an amount equal to the product of the Percentage
          Interest evidenced by this Certificate and the amount required to be distributed
          to Holders of Certificates of the Class to which this Certificate belongs
          on
          such Distribution Date pursuant to the Agreement.

         

        Distributions
          on this Certificate shall be made by check or money order mailed to the
          address
          of the person entitled thereto as it appears on the Certificate Register
          or by
          wire transfer or otherwise, as set forth in the Agreement. The final
          distribution on each Certificate will be made in like manner, but only
          upon
          presentment and surrender of such Certificate at the office of the Trustee
          or
          the Trustee’s agent specified in the notice to Certificateholders of such final
          distribution.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Trustee
          and
          the rights of the Certificateholders under the Agreement at any time by
          the
          Depositor, the Servicer and the Trustee and of Holders of the requisite
          percentage of the Percentage Interests of each Class of Certificates affected
          by
          such amendment, as specified in the Agreement. Any such consent by the
          Holder of
          this Certificate shall be conclusive and binding on such Holder and upon
          all
          future Holders of this Certificate and of any Certificate issued upon the
          transfer hereof or in exchange therefor or in lieu hereof whether or not
          notation of such consent is made upon this Certificate. The Agreement also
          permits the amendment thereof, in certain limited circumstances, without
          the
          consent of the Holders of any of the Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          of
          the Certificate Registrar upon surrender of this Certificate for registration
          of
          transfer at the offices or agencies of the Trustee as provided in the Pooling
          and Servicing Agreement accompanied by a written instrument of transfer
          in form
          satisfactory to the Trustee and the Certificate Registrar duly executed
          by the
          holder hereof or such holder’s attorney duly authorized in writing, and
          thereupon one or more new Certificates of the same Class in authorized
          denominations and evidencing the same aggregate Percentage Interest in
          the Trust
          will be issued to the designated transferee or transferees.

         

        The
          Certificates are issuable only as registered Certificates without coupons
          in
          denominations specified in the Agreement. As provided in the Agreement
          and
          subject to certain limitations therein set forth, Certificates are exchangeable
          for new Certificates of the same Class in authorized denominations and
          evidencing the same aggregate Percentage Interest, as requested by the
          Holder
          surrendering the same.

         

        No
          service charge will be made for any such registration of transfer or exchange,
          but the Trustee may require payment of a sum sufficient to cover any tax
          or
          other governmental charge payable in connection therewith.

         

        The
          Depositor, the Servicer and the Trustee and any agent of the Depositor,
          the
          Servicer or the Trustee may treat the Person in whose name this Certificate
          is
          registered as the owner hereof for all purposes, and none of the Depositor,
          the
          Trustee, the Servicer or any such agent shall be affected by any notice
          to the
          contrary.

         

        On
          any
          Distribution Date following the date at which the remaining aggregate Principal
          Balance of the Mortgage Loans is less than 10% of the Principal Balance
          of the
          Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
          in
          whole, from the Trust the Mortgage Loans at a purchase price determined
          as
          provided in the Agreement. In the event that no such optional termination
          occurs, the obligations and responsibilities created by the Agreement will
          terminate upon notice to the Trustee upon the earliest of (i) the Distribution
          Date on which the Certificate Principal Balances of the Regular Certificates
          have been reduced to zero, (ii) the final payment or other liquidation
          of the
          last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
          of
          the Mortgage Loans as described in the Agreement and (iv) the Distribution
          Date
          in July 2036.

         

        Capitalized
          terms used herein that are defined in the Agreement shall have the meanings
          ascribed to them in the Agreement, and nothing herein shall be deemed
          inconsistent with that meaning.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
          unto

         

        
          	 
	 


        

        (Please
          print or typewrite name and address including postal zip code of
          assignee)

         

        the
          Percentage Interest evidenced by the within Certificate and hereby authorizes
          the transfer of registration of such Percentage Interest to assignee on
          the
          Certificate Register of the Trust.

         

        I
          (We)
          further direct the Trustee to issue a new Certificate of a like denomination
          and
          Class, to the above named assignee and deliver such Certificate to the
          following
          address:

        
          	 


        

        


         

        Dated:_________________

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


         

        



        EXHIBIT
          A-21

         

        FORM
          OF
          CLASS R-X CERTIFICATES

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        THIS
          CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED
          (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
          THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
          REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
          OF
          THE AGREEMENT REFERRED TO HEREIN.

         

        THIS
          CLASS R-X CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST
          AND WILL
          NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.

         

        NEITHER
          THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
          PROPOSED
          TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
          THE
          PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

         

        NO
          TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
          ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
          ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
          PROCEDURES DESCRIBED HEREIN.

        


        
          	
                  Certificate
                    No.

                	
                  :

                	
                  1

                
	
                  Cut-off
                    Date

                	
                  :

                	
                  June
                    1, 2006

                
	
                  First
                    Distribution Date

                	
                  :

                	
                  July
                    25, 2006

                
	
                  Percentage
                    Interest

                	
                  :

                	
                  100.00%

                
	
                  Class

                	
                  :

                	
                  R-X

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        Series
          2006-FF8

        CLASS
          R-X

         

        evidencing
          the Percentage Interest in the distributions allocable to the Certificates
          of
          the above-referenced Class with respect to the Trust consisting primarily
          of a
          pool of first lien adjustable rate and fixed rate mortgage loans (the “Mortgage
          Loans”)

         

        FINANCIAL
          ASSET SECURITIES CORP., AS DEPOSITOR

         

        This
          Certificate does not evidence an obligation of, or an interest in, and
          is not
          guaranteed by the Depositor, the Servicer or the Trustee referred to below
          or
          any of their respective affiliates.

         

        This
          certifies that GREENWICH CAPITAL MARKETS, INC. is the registered owner
          of the
          Percentage Interest evidenced by this Certificate specified above in the
          interest represented by all Certificates of the Class to which this Certificate
          belongs in a Trust consisting primarily of the Mortgage Loans deposited
          by
          Financial Asset Securities Corp. (the “Depositor”). The Trust was created
          pursuant to a Pooling and Servicing Agreement dated as of June 1, 2006
          (the
“Agreement”) among the Depositor, National City Home Loan Services, Inc., as
          servicer (the “Servicer”), and Deutsche Bank National Trust Company, a national
          banking association, as trustee (the “Trustee”). To the extent not defined
          herein, the capitalized terms used herein have the meanings assigned in
          the
          Agreement. This Certificate is issued under and is subject to the terms,
          provisions and conditions of the Agreement, to which Agreement the Holder
          of
          this Certificate by virtue of the acceptance hereof assents and by which
          such
          Holder is bound.

         

        This
          Certificate does not have a principal balance or pass-through rate and
          will be
          entitled to distributions only to the extent set forth in the Agreement.
          In
          addition, any distribution of the proceeds of any remaining assets of the
          Trust
          will be made only upon presentment and surrender of this Certificate at
          the
          Office or the office or agency maintained by the Trustee.

         

        No
          transfer of a Certificate of this Class shall be made unless such transfer
          is
          made pursuant to an effective registration statement under the Act and
          any
          applicable state securities laws or is exempt from the registration requirements
          under said Act and such laws. In the event that a transfer is to be made
          in
          reliance upon an exemption from the Act and such laws, in order to assure
          compliance with the Act and such laws, the Certificateholder desiring to
          effect
          such transfer and such Certificateholder’s prospective transferee shall each
          certify to the Trustee and the Depositor in writing the facts surrounding
          the
          transfer. In the event that such a transfer is not to be made pursuant
          to Rule
          144A of the Act, there shall be delivered to the Trustee and the Depositor
          of an
          Opinion of Counsel that such transfer may be made pursuant to an exemption
          from
          the Act, which Opinion of Counsel shall not be obtained at the expense
          of the
          Trustee, the Servicer or the Depositor; or there shall be delivered to
          the
          Trustee and the Depositor a transferor certificate by the transferor and
          an
          investment letter shall be executed by the transferee. The Holder hereof
          desiring to effect such transfer shall, and does hereby agree to, indemnify
          the
          Trustee and the Depositor against any liability that may result if the
          transfer
          is not so exempt or is not made in accordance with such federal and state
          laws.

         

        No
          transfer of this Certificate to a Plan subject to ERISA or Section 4975
          of the
          Code, any Person acting, directly or indirectly, on behalf of any such
          Plan or
          any person using Plan Assets to acquire this Certificate shall be made
          except in
          accordance with Section 5.02(d) of the Agreement.

         

        Each
          Holder of this Certificate will be deemed to have agreed to be bound by
          the
          restrictions of the Agreement, including but not limited to the restrictions
          that (i) each person holding or acquiring any Ownership Interest in this
          Certificate must be a Permitted Transferee, (ii) no Ownership Interest
          in this
          Certificate may be transferred without delivery to the Trustee of (a) a
          transfer
          affidavit of the proposed transferee and (b) a transfer certificate of
          the
          transferor, each of such documents to be in the form described in the Agreement,
          (iii) each person holding or acquiring any Ownership Interest in this
          Certificate must agree to require a transfer affidavit and to deliver a
          transfer
          certificate to the Trustee as required pursuant to the Agreement, (iv)
          each
          person holding or acquiring an Ownership Interest in this Certificate must
          agree
          not to transfer an Ownership Interest in this Certificate if it has actual
          knowledge that the proposed transferee is not a Permitted Transferee and
          (v) any
          attempted or purported transfer of any Ownership Interest in this Certificate
          in
          violation of such restrictions will be absolutely null and void and will
          vest no
          rights in the purported transferee. Pursuant to the Agreement, The Trustee
          will
          provide the Internal Revenue Service and any pertinent persons with the
          information needed to compute the tax imposed under the applicable tax
          laws on
          transfers of residual interests to disqualified organizations, if any person
          other than a Permitted Transferee acquires an Ownership Interest on a Class
          R-X
          Certificate in violation of the restrictions mentioned above.

         

        Reference
          is hereby made to the further provisions of this Certificate set forth
          on the
          reverse hereof, which further provisions shall for all purposes have the
          same
          effect as if set forth at this place.

         

        This
          Certificate shall not be entitled to any benefit under the Agreement or
          be valid
          for any purpose unless manually countersigned by an authorized officer
          of the
          Trustee.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
          to be duly executed.

         

        Dated:
          June __, 2006

         

        
          	 	
                  FIRST
                    FRANKLIN MORTGAGE LOAN TRUST 2006-FF8

                   

                   

                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                    but solely as
                    Trustee

                
	 	 	 
	 	
                  By:

                	 


        

        


        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

         

        
          
            	 	 	 	 	 
	By:	 	 	 	 
	 	
                    
Authorized
                    Signatory of	 	 	
                  
	 	
                    Deutsche
                      Bank National Trust Company,

                    as
                      Trustee

                  	 	 	 




            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            



        

        [Reverse
          of Class R-X Certificate]

         

        First
          Franklin Mortgage Loan Trust 2006-FF8

        Asset-Backed
          Certificates,

        SERIES
          2006-FF8

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          First Franklin Mortgage Loan Trust 2006-FF8, Asset-Backed Certificates,
          Series
          2006-FF8 (herein collectively called the “Certificates”), and representing a
          beneficial ownership interest in the Trust created by the
          Agreement.

         

        The
          Certificateholder, by its acceptance of this Certificate, agrees that it
          will
          look solely to the funds on deposit in the Distribution Account for payment
          hereunder and that the Trustee is not liable to the Certificateholders
          for any
          amount payable under this Certificate or the Agreement or, except as expressly
          provided in the Agreement, subject to any liability under the
          Agreement.

         

        This
          Certificate does not purport to summarize the Agreement and reference is
          made to
          the Agreement for the interests, rights and limitations of rights, benefits,
          obligations and duties evidenced thereby, and the rights, duties and immunities
          of the Trustee.

         

        Pursuant
          to the terms of the Agreement, a distribution will be made on the 25th
          day of
          each month or, if such 25th day is not a Business Day, then the Business
          Day
          immediately following such Distribution Date (the “Distribution Date”),
          commencing on the first Distribution Date specified on the face hereof,
          to the
          Person in whose name this Certificate is registered at the close of business
          on
          the applicable Record Date in an amount equal to the product of the Percentage
          Interest evidenced by this Certificate and the amount required to be distributed
          to Holders of Certificates of the Class to which this Certificate belongs
          on
          such Distribution Date pursuant to the Agreement.

         

        Distributions
          on this Certificate shall be made by check or money order mailed to the
          address
          of the person entitled thereto as it appears on the Certificate Register
          or by
          wire transfer or otherwise, as set forth in the Agreement. The final
          distribution on each Certificate will be made in like manner, but only
          upon
          presentment and surrender of such Certificate at the office of the Trustee
          or
          the Trustee’s agent specified in the notice to Certificateholders of such final
          distribution.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Trustee
          and
          the rights of the Certificateholders under the Agreement at any time by
          the
          Depositor, the Servicer and the Trustee and of Holders of the requisite
          percentage of the Percentage Interests of each Class of Certificates affected
          by
          such amendment, as specified in the Agreement. Any such consent by the
          Holder of
          this Certificate shall be conclusive and binding on such Holder and upon
          all
          future Holders of this Certificate and of any Certificate issued upon the
          transfer hereof or in exchange therefor or in lieu hereof whether or not
          notation of such consent is made upon this Certificate. The Agreement also
          permits the amendment thereof, in certain limited circumstances, without
          the
          consent of the Holders of any of the Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          of
          the Certificate Registrar upon surrender of this Certificate for registration
          of
          transfer at the offices or agencies of the Trustee as provided in the Pooling
          and Servicing Agreement accompanied by a written instrument of transfer
          in form
          satisfactory to the Trustee and the Certificate Registrar duly executed
          by the
          holder hereof or such holder’s attorney duly authorized in writing, and
          thereupon one or more new Certificates of the same Class in authorized
          denominations and evidencing the same aggregate Percentage Interest in
          the Trust
          will be issued to the designated transferee or transferees.

         

        The
          Certificates are issuable only as registered Certificates without coupons
          in
          denominations specified in the Agreement. As provided in the Agreement
          and
          subject to certain limitations therein set forth, Certificates are exchangeable
          for new Certificates of the same Class in authorized denominations and
          evidencing the same aggregate Percentage Interest, as requested by the
          Holder
          surrendering the same.

         

        No
          service charge will be made for any such registration of transfer or exchange,
          but the Trustee may require payment of a sum sufficient to cover any tax
          or
          other governmental charge payable in connection therewith.

         

        The
          Depositor, the Servicer and the Trustee and any agent of the Depositor,
          the
          Servicer or the Trustee may treat the Person in whose name this Certificate
          is
          registered as the owner hereof for all purposes, and none of the Depositor,
          the
          Trustee, the Servicer or any such agent shall be affected by any notice
          to the
          contrary.

         

        On
          any
          Distribution Date following the date at which the remaining aggregate Principal
          Balance of the Mortgage Loans is less than 10% of the Principal Balance
          of the
          Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
          in
          whole, from the Trust the Mortgage Loans at a purchase price determined
          as
          provided in the Agreement. In the event that no such optional termination
          occurs, the obligations and responsibilities created by the Agreement will
          terminate upon notice to the Trustee upon the earliest of (i) the Distribution
          Date on which the Certificate Principal Balances of the Regular Certificates
          have been reduced to zero, (ii) the final payment or other liquidation
          of the
          last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
          of
          the Mortgage Loans as described in the Agreement and (iv) the Distribution
          Date
          in July 2036.

         

        Capitalized
          terms used herein that are defined in the Agreement shall have the meanings
          ascribed to them in the Agreement, and nothing herein shall be deemed
          inconsistent with that meaning.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
          unto

         

        
          	 
	 


        

        (Please
          print or typewrite name and address including postal zip code of
          assignee)

         

        the
          Percentage Interest evidenced by the within Certificate and hereby authorizes
          the transfer of registration of such Percentage Interest to assignee on
          the
          Certificate Register of the Trust.

         

        I
          (We)
          further direct the Trustee to issue a new Certificate of a like denomination
          and
          Class, to the above named assignee and deliver such Certificate to the
          following
          address:

        
          	 


        

        


         

        Dated:_________________

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          B

         

        FORM
          OF
          CAP ALLOCATION AGREEMENT

         

        

          CAP
            ALLOCATION AGREEMENT

           

          This
            Cap
            Allocation Agreement, dated as of June 29, 2006 (this “Agreement”), among
            Deutsche Bank National Trust Company (“Deutsche Bank”), as cap trustee for the
            cap trust (in such capacity, the “Cap Trustee”) and as trustee under the Pooling
            and Servicing Agreement, as hereinafter defined (in such capacity, the
            “Trustee”) and Greenwich
            Capital Financial Products, Inc. (“GCFP”), as majority holder of the Class C
            Certificates, or its designee.

           

          WHEREAS,
            Deutsche Bank, on behalf of a separate trust established hereunder which
            holds
            an Interest Rate Cap Agreement (the “Cap Agreement”), a copy of which is
            attached hereto as Exhibit A, between the Cap Trustee,
            on
            behalf of the Cap Trust
            and
            Lehman Brothers Special Financing Inc. (the “Cap Provider”) is a counterparty to
            the Cap Agreement;
            and

           

          WHEREAS,
            it is desirable to irrevocably appoint the Cap Trustee, and the Cap Trustee
            desires to accept such appointment, to receive and distribute funds payable
            by
            the Cap Provider to the Cap Trustee, on behalf of the Cap Trust under
            the Cap
            Agreement as provided herein; 

           

          NOW,
            THEREFORE, in consideration of the mutual covenants contained herein,
            and for
            other good and valuable consideration, the receipt and adequacy of which
            are
            hereby acknowledged, the parties agree as follows: 

           

          1.  Definitions.
            Capitalized terms used but not otherwise defined herein shall have the
            respective meanings assigned thereto in the Pooling and Servicing Agreement,
            dated as of June 1, 2006 (the “Pooling and Servicing Agreement”), among
            Financial Asset Securities Corp., as Depositor, National City Home Loan
            Services, Inc., as servicer and the Trustee relating to the First Franklin
            Home
            Loan Trust 2006-FF8 (the “Trust”), Asset-Backed Certificates, Series
            2006-2006-FF8 (the “Certificates”), or in the related Indenture as the case may
            be, as in effect on the date hereof. 

           

          2.  Cap
            Trust.
            There
            is hereby established a separate trust (the “Cap Trust”), into which the Cap
            Trustee shall deposit the Cap Agreement. The Cap Trust shall be maintained
            by
            the Cap Trustee. The sole assets of the Cap Trust shall be the Cap Agreement
            and
            the Cap Trust Account.

           

          3.  Cap
            Trustee.
            

           

          (a)  The
            Cap
            Trustee, on behalf of the Cap Trust, is hereby irrevocably appointed
            to receive
            all funds paid to the Cap Trustee by the Cap Provider, or its successors
            in
            interest under the Cap Agreement (including any Cap Termination Payment)
            and the
            Cap Trustee accepts such appointment and hereby agrees to receive such
            amounts,
            deposit such amounts into the Cap Trust Account and to distribute on
            each
            Distribution Date such amounts in the following order of priority:

           

          (i)  first,
            for deposit into the Cap Account (established under the Pooling and Servicing
            Agreement), an amount equal to the sum of the following amounts remaining
            outstanding after distribution of the Net Monthly Excess Cashflow and
            any Net
            Swap Payments received under the Interest Rate Swap Agreement with the
            Trust:
            (A) Unpaid Interest Shortfall Amounts, (B) Net WAC Rate Carryover Amounts;
            (C)
an
            amount necessary to maintain or restore the Overcollateralization Target
            Amount;
            and
            (D) any
            Allocated Realized Loss Amounts;

           

          (ii)  second,
            to GCFP, as majority holder of the Class C Certificates, or its designee,
            any
            amounts remaining after payment of (i) above, provided,
            however,
            upon the
            issuance of notes by an issuer (the “NIM Trust”), secured by all or a portion of
            the Class C Certificates and the Class P Certificates (the “NIM Notes”), GCFP,
            as majority holder of the Class C Certificates, or its designee, hereby
            instructs the Cap Trustee to make any payments under this clause
            3(a)(ii):

           

          (A)  to
            the
            Indenture Trustee for the NIM Trust, for deposit into the Note Account
            (each as
            defined in the related Indenture), for distribution in accordance with
            the terms
            of the Indenture until satisfaction and discharge of the Indenture;
            and

           

          (B)  after
            satisfaction and discharge of the Indenture, to the Holders of the Class
            C
            Certificates, pro
            rata
            based on
            the outstanding Notional Amount of each such Certificate.

           

          (b)  The
            Cap
            Trustee agrees to hold any amounts received from the Cap Provider in
            trust upon
            the terms and conditions and for the exclusive use and benefit of the
            Trustee
            and the Indenture Trustee, as applicable (in turn for the benefit of
            the
            Certificateholders, the Noteholders, GCFP and the NIMS Insurer, if any)
            as set
            forth herein. The rights, duties and liabilities of the Cap Trustee in
            respect
            of this Agreement shall be as follows:

           

          (i) The
            Cap
            Trustee shall have the full power and authority to do all things not
            inconsistent with the provisions of this Agreement that may be deemed
            advisable
            in order to enforce the provisions hereof. The Cap Trustee shall not
            be
            answerable or accountable except for its own bad faith, willful misconduct
            or
            negligence. The Cap Trustee shall not be required to take any action
            to exercise
            or enforce any of its rights or powers hereunder which, in the opinion
            of the
            Cap Trustee, shall be likely to involve expense or liability to the Cap
            Trustee,
            unless the Cap Trustee shall have received an agreement satisfactory
            to it in
            its sole discretion to indemnify it against such liability and
            expense.

           

          (ii) The
            Cap
            Trustee shall not be liable with respect to any action taken or omitted
            to be
            taken by it in good faith in accordance with the direction of any party
            hereto
            or the NIMS Insurer, if any, or otherwise as provided herein, relating
            to the
            time, method and place of conducting any proceeding for any remedy available
            to
            the Cap Trustee or exercising any right or power conferred upon the Cap
            Trustee
            under this Agreement.

           

          (iii) The
            Cap
            Trustee may perform any duties hereunder either directly or by or through
            agents
            or attorneys of the Cap Trustee. The Cap Trustee shall not be liable
            for the
            acts or omissions of its agents or attorneys so long as the Cap Trustee
            chose
            such Persons with due care.

           

          4.  Cap
            Trust Account.
            The Cap
            Trustee shall segregate and hold all funds received from the Cap Provider
            (including any Cap Termination Payment) separate and apart from any of
            its own
            funds and general assets and shall establish and maintain in the name
            of the Cap
            Trustee one or more segregated accounts (the “Cap Trust Account”).

           

          5.   
              Replacement
            Cap Agreements.
            

           

          The
            Cap
            Trustee shall, at the direction of the NIMS Insurer, if any, or, with
            the
            consent of the NIMS Insurer, if any, at the direction of GCFP, as majority
            holder of the Class C Certificates, or its designee, enforce all of its
            rights
            and exercise any remedies under the Cap Agreement. In the event the Cap
            Agreement is terminated as a result of the designation by either party
            thereto
            of an Early Termination Date (as defined therein), GCFP, as majority
            holder of
            the Class C Certificates, or its designee, shall find a replacement counterparty
            to enter into a replacement Cap agreement.

           

          Any
            Cap
            Termination Payment received by the Cap Trustee, on behalf of the Cap
            Trust,
            from the Cap Provider shall be deposited into a separate, non-interest
            bearing
            account, established by the Cap Trustee and shall be used to make any
            upfront
            payment required under a replacement Cap agreement and any upfront payment
            received from the counterparty to a replacement Cap agreement shall be
            used to
            pay any Cap Termination Payment owed to the Cap Provider.

           

          Notwithstanding
            anything contained herein, in the event that a replacement Cap agreement
            cannot
            be obtained within 30 days after receipt by the Cap Trustee of the Cap
            Termination Payment paid by the terminated Cap Provider, the Cap Trustee
            shall
            deposit such Cap Termination Payment into a separate, non-interest bearing
            account, established by the Cap Trustee and the Cap Trustee shall, on
            each
            Distribution Date, withdraw from such account, an amount equal to the
            Net Cap
            Payment, if any, that would have been paid to the Trust by the original
            Cap
            Provider (computed in accordance with Exhibit A) and distribute such
            amount in
            accordance with Section 2(a) of this Agreement. On the Distribution Date
            immediately after the termination date of the original Cap Agreement,
            the Cap
            Trustee shall withdraw any funds remaining in such account and distribute
            such
            amount in accordance with Section 2(a)(ii) of this Agreement.

           

          6.  Representations
            and Warranties of Deutsche Bank.
            Deutsche Bank represents and warrants as follows:

           

          (a)  Deutsche
            Bank is duly organized and validly existing as a national trust company
            under
            the laws of the United States and has all requisite power and authority
            to
            execute and deliver this Agreement, to perform its obligations as Cap
            Trustee
            hereunder.

           

          (b)  The
            execution, delivery and performance of this Agreement by Deutsche Bank
            as
            Trustee have been duly authorized in the Pooling and Servicing
            Agreement.

           

          (c)  This
            Agreement has been duly executed and delivered by Deutsche Bank as Cap
            Trustee
            and the Trustee and is enforceable against Deutsche Bank in such capacities
            in
            accordance with its terms, except as enforceability may be affected by
            bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
            and
            other similar laws relating to or affecting creditors’ rights generally, general
            equitable principles (whether considered in a proceeding in equity or
            at
            law).

           

          7.  
              Replacement
            of Cap Trustee.

           

          Any
            corporation, bank, trust company or association into which the Cap Trustee
            may
            be merged or converted or with which it may be consolidated, or any corporation,
            bank, trust company or association resulting from any merger, conversion
            or
            consolidation to which the Cap Trustee shall be a party, or any corporation,
            bank, trust company or association succeeding to all or substantially
            all the
            corporate trust business of the Cap Trustee, shall be the successor of
            the Cap
            Trustee hereunder, without the execution or filing of any paper or any
            further
            act on the part of any of the parties hereto, except to the extent that
            assumption of its duties and obligations, as such, is not effected by
            operation
            of law.

           

          No
            resignation or removal of the Cap Trustee and no appointment of a successor
            Cap
            Trustee shall become effective until the appointment by GCFP, as majority
            holder
            of the Class C Certificates, or its designee, of a successor Cap Trustee
            acceptable to the NIMS Insurer, if any. Any successor Cap Trustee shall
            execute
            such documents or instruments necessary or appropriate to vest in and
            confirm to
            such successor Cap Trustee all such rights and powers conferred by this
            Agreement.

           

          The
            Cap
            Trustee may resign at any time by giving written notice thereof to the
            other
            parties hereto with a copy to the NIMS Insurer, if any. If a successor
            cap
            trustee shall not have accepted the appointment hereunder within 30 days
            after
            the giving by the resigning Cap Trustee of such notice of resignation,
            the
            resigning Cap Trustee may petition any court of competent jurisdiction
            for the
            appointment of a successor Cap Trustee acceptable to the NIMS Insurer,
            if
            any.

           

          In
            the
            event of a resignation or removal of the Cap Trustee, GCFP, or its designee,
            as
            majority holder of the Class C Certificates, shall promptly appoint a
            successor
            Cap Trustee acceptable to the NIMS Insurer, if any. If no such appointment
            has
            been made within 10 days of the resignation or removal, the NIMS Insurer,
            if
            any, may appoint a successor Cap Trustee.

           

          8.    
             Cap
            Trustee Obligations.

           

          Whenever
            the Cap Trustee, on behalf of the Cap Trust, as a party to the Cap Agreement,
            has the option or is requested in such capacity, whether such request
            is by the
            Cap Provider, to take any action or to give any consent, approval or
            waiver that
            it is on behalf of the Cap Trust entitled to take or give in such capacity,
            including, without limitation, in connection with an amendment of such
            agreement
            or the occurrence of a default or termination event thereunder, the Cap
            Trustee
            shall promptly notify the parties hereto and the NIMS Insurer, if any,
            of such
            request in such detail as is available to it and, shall, on behalf of
            the
            parties hereto and the NIMS Insurer, if any, take such action in connection
            with
            the exercise and/or enforcement of any rights and/or remedies available
            to it in
            such capacity with respect to such request as GCFP, as majority holder
            of the
            Class C Certificates, or its designee, or the NIMS Insurer, if any, shall
            direct
            in writing; provided that if no such direction is received prior to the
            date
            that is established for taking such action or giving such consent, approval
            or
            waiver (notice of which date shall be given by the Cap Trustee to the
            parties
            hereto and the NIMS Insurer, if any), the Cap Trustee may abstain from
            taking
            such action or giving such consent, approval or waiver.

           

          The
            Cap
            Trustee shall forward to the parties hereto and the NIMS Insurer, if
            any, on the
            Distribution Date following its receipt thereof copies of any and all
            notices,
            statements, reports and/or other material communications and information
            (collectively, the “Cap Reports”) that it receives in connection with the Cap
            Agreement or from the counterparty thereto.

           

          9.   
              Miscellaneous.
            

           

          (a)  This
            Agreement shall be governed by and construed in accordance with the laws
            of the
            State of New York.

           

          (b)  Any
            action or proceeding against any of the parties hereto relating in any
            way to
            this Agreement may be brought and enforced in the courts of the State
            of New
            York sitting in the borough of Manhattan or of the United States District
            Court
            for the Southern District of New York and the Cap Trustee irrevocably
            submits to
            the jurisdiction of each such court in respect of any such action or
            proceeding.
            The Cap Trustee waives, to the fullest extent permitted by law, any right
            to
            remove any such action or proceeding by reason of improper venue or inconvenient
            forum.

           

          (c)  This
            Agreement may be amended, supplemented or modified in writing by the
            parties
            hereto, but only with the consent of GCFP and the NIMS Insurer, if
            any.

           

          (d)  This
            Agreement may not be assigned or transferred without the prior written
            consent
            of GCFP and the NIMS Insurer, if any; provided, however, the parties
            hereto
            acknowledge and agree to the assignment of the rights of GCFP, as majority
            holder of the Class C Certificates, or its designee, pursuant to the
            Sale
            Agreement, the Trust Agreement and the Indenture.

           

          (e)  This
            Agreement may be executed by one or more of the parties to this Agreement
            on any
            number of separate counterparts (including by facsimile transmission),
            and all
            such counterparts taken together shall be deemed to constitute one and
            the same
            instrument.

           

          (f)  Any
            provision of this Agreement which is prohibited or unenforceable in any
            jurisdiction shall, as to such jurisdiction, be ineffective to the extent
            of
            such prohibition or unenforceability without invalidating the remaining
            provisions hereof, and any such prohibition or unenforceability in any
            jurisdiction shall not invalidate or render unenforceable such provision
            in any
            other jurisdiction.

           

          (g)  The
            representations and warranties made by the parties to this Agreement
            shall
            survive the execution and delivery of this Agreement. No act or omission
            on the
            part of any party hereto shall constitute a waiver of any such representation
            or
            warranty.

           

          (h)  The
            article and section headings herein are for convenience of reference
            only, and
            shall not limit or otherwise affect the meaning hereof.

           

          (i)  The
            representations and warranties made by the parties to this Agreement
            shall
            survive the execution and delivery of this Agreement. No act or omission
            on the
            part of any party hereto shall constitute a waiver of any such representation
            or
            warranty.

           

          10.  Third-Party
            Beneficiary. Each
            of
            the Trustee, GCFP as majority holder of the Class C Certificates, or
            its
            designee and the Indenture Trustee, if any,
            shall be
            deemed a third-party beneficiary of this Agreement to the same extent
            as if it
            were a party hereto, and shall have the right to enforce the provisions
            of this
            Agreement. If any default occurs on the part of the Cap Provider under
            the Cap
            Agreement in the making of a payment due under the Cap Agreement or in
            any other
            obligation of the Cap Provider under the Cap Agreement, the Cap Trustee
            may and,
            upon the request of the Trustee, GCFP as majority holder of the Class
            C
            Certificates, or its designee or the Indenture Trustee, shall take such
            action
            as may be appropriate to enforce such payment or performance, including
            the
            institution and prosecution of appropriate proceedings.

           

          11.  Cap
            Trustee and Trustee Rights.
            The Cap
            Trustee shall be entitled to the same rights, protections and indemnities
            afforded to the Trustee under the Pooling and Servicing Agreement, and
            the
            Indenture Trustee under the Indenture, in each case as if specifically
            set forth
            herein with respect to the Cap Trustee.

           

          The
            Trustee shall be entitled to the same rights, protections and indemnities
            afforded to the Trustee under the Pooling and Servicing Agreement as
            if
            specifically set forth herein with respect to the Cap Trustee.

           

          12.  Limited
            Recourse.
            It is
            expressly understood and agreed by the parties hereto that this Agreement
            is
            executed and delivered by the Trustee, not in its individual capacity
            but solely
            as Trustee under the Pooling and Servicing Agreement. Notwithstanding
            any other
            provisions of this Agreement, the obligations of the Trustee under this
            Agreement are non-recourse to the Trustee, its assets and its property,
            and
            shall be payable solely from the assets of the Trust Fund, and following
            realization of such assets, any claims of any party hereto shall be extinguished
            and shall not thereafter be reinstated. No recourse shall be had against
            any
            principal, director, officer, employee, beneficiary, shareholder, partner,
            member, Trustee, agent or affiliate of the Trustee or any person owning,
            directly or indirectly, any legal or beneficial interest in the Trustee,
            or any
            successors or assigns of any of the foregoing (the “Exculpated Parties”) for the
            payment of any amount payable under this Agreement. The parties hereto
            shall not
            enforce the liability and obligations of the Trustee to perform and observe
            the
            obligations contained in this Agreement by any action or proceeding wherein
            a
            money judgment establishing any personal liability shall be sought against
            the
            Trustee, subject to the following sentence, or the Exculpated Parties.
            The
            agreements in this paragraph shall survive termination of this Agreement
            and the
            performance of all obligations hereunder.

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          IN
            WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
            and
            delivered as of the day and year first above written. 

           

          
            	
                    DEUTSCHE
                      BANK NATIONAL TRUST COMPANY

                    not
                      in its individual capacity but solely as Cap Trustee under
                      this
                      Agreement

                  
	 
	 
	
                    By:

                  	 
	 	
                    Name: 

                    Title:

                  
	
                     

                    By:

                  	 
	 	
                    Name: 

                    Title:

                  
	 	 


          

          


          
            	
                    DEUTSCHE
                      BANK NATIONAL TRUST COMPANY

                    not
                      in its individual capacity but solely as Trustee under the
                      Pooling and
                      Servicing Agreement

                  
	 
	 
	
                    By:

                  	 
	 	
                    Name: 

                    Title:

                  
	
                     

                    By:

                  	 
	 	
                    Name: 

                  
	 	
                    Title:

                  


          

          


          
            	
                    GREENWICH
                      CAPITAL FINANCIAL PRODUCTS, INC., as majority holder of the
                      Class C
                      Certificates

                  
	 
	 
	
                    By:

                  	 
	 	
                    Name: 

                  
	 	
                    Title: 

                  


          

          


          


          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

              
              

            

          



          EXHIBIT
            A

           

          INTEREST
            RATE CAP AGREEMENT

           

          SEE
            EXHIBIT Q TO THE POOLING AND SERVICING AGREEMENT

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        



        EXHIBIT
          C

         

        FORM
          OF
          MORTGAGE LOAN PURCHASE AGREEMENT

         

        

          GREENWICH
            CAPITAL FINANCIAL PRODUCTS, INC.,

           

          as
            Seller

           

           

          and

           

          FINANCIAL
            ASSET SECURITIES CORP.,

           

           

          as
            Purchaser

           

          MORTGAGE
            LOAN PURCHASE AGREEMENT

           

          Dated
            as
            of June 6, 2006

           

          Adjustable-Rate
            and Fixed-Rate Mortgage Loans

           

          First
            Franklin Mortgage Loan Trust 2006-FF8

          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

              
              

            

          



          Table
            of Contents

           

          
            	
                    ARTICLE
                      I.

                  
	 
	
                    DEFINITIONS

                  
	 
	
                    Section
                      1.01

                  	
                    Definitions

                  
	 	 
	
                    ARTICLE
                      II.

                  
	 
	
                    SALE
                      OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

                  
	 
	
                    Section
                      2.01

                  	
                    Sale
                      of Mortgage Loans

                  
	
                    Section
                      2.02

                  	
                    Obligations
                      of the Seller and Seller Upon Sale

                  
	
                    Section
                      2.03

                  	
                    Payment
                      of Purchase Price for the Mortgage Loans.

                  
	 	 
	
                    ARTICLE
                      III.

                  
	 
	
                    REPRESENTATIONS
                      AND WARRANTIES; REMEDIES FOR BREACH

                  
	 
	
                    Section
                      3.01

                  	
                    Seller
                      Representations and Warranties Relating to the Mortgage
                      Loans.

                  
	
                    Section
                      3.02

                  	
                    Seller
                      Representations and Warranties Relating to the Seller

                  
	
                    Section
                      3.03

                  	
                    Remedies
                      for Breach of Representations and Warranties

                  
	 	 
	
                    ARTICLE
                      IV.

                  
	 
	
                    SELLER’S
                      COVENANTS

                  
	 
	
                    Section
                      4.01

                  	
                    Covenants
                      of the Seller

                  
	 	 
	
                    ARTICLE
                      V.

                  
	 
	
                    INDEMNIFICATION
                      WITH RESPECT TO THE MORTGAGE LOANS

                  
	 
	
                    Section
                      5.01

                  	
                    Indemnification.

                  
	 	 
	
                    ARTICLE
                      VI.

                  
	 
	
                    TERMINATION

                  
	 
	
                    Section
                      6.01

                  	
                    Termination

                  
	 	 
	
                    ARTICLE
                      VII.

                  
	 
	
                    MISCELLANEOUS
                      PROVISIONS

                  
	 
	
                    Section
                      7.01

                  	
                    Amendment

                  
	
                    Section
                      7.02

                  	
                    Governing
                      Law

                  
	
                    Section
                      7.03

                  	
                    Notices

                  
	
                    Section
                      7.04

                  	
                    Severability
                      of Provisions

                  
	
                    Section
                      7.05

                  	
                    Counterparts

                  
	
                    Section
                      7.06

                  	
                    Further
                      Agreements

                  
	
                    Section
                      7.07

                  	
                    Intention
                      of the Parties

                  
	
                    Section
                      7.08

                  	
                    Successors
                      and Assigns; Assignment of Purchase
                      Agreement

                  


          

          


           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

              
              

            

          



          MORTGAGE
            LOAN PURCHASE AGREEMENT, dated as of June 6, 2006 (the “Agreement”), between
            Greenwich Capital Financial Products, Inc. (the “Seller”) and Financial Asset
            Securities Corp. (the “Purchaser”).

           

          WITNESSETH

           

          WHEREAS,
            the Seller is the owner of (a) the notes or other evidence of indebtedness
            (the
“Mortgage Notes”) so indicated on Schedule I hereto referred to below and (b)
            the other documents or instruments constituting the Mortgage File (collectively,
            the “Mortgage Loans”); and

           

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

           

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

           

          WHEREAS,
            pursuant to the terms of a Pooling and Servicing Agreement dated as of
            June 1,
            2006 (the “Pooling and Servicing Agreement”) among the Purchaser as depositor,
            National City Home Loan Services, Inc. as servicer and Deutsche Bank
            National
            Trust Company as trustee (the “Trustee”), the Purchaser will convey the Mortgage
            Loans to First Franklin Mortgage Loan Trust 2006-FF8 (the “Trust”).

           

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

           

          ARTICLE
            I.

           

          DEFINITIONS

           

          Section
            1.01  Definitions.
            All
            capitalized terms used but not defined herein and below shall have the
            meanings
            assigned thereto in the Pooling and Servicing Agreement.

           

          “Seller
            Information”:
            The
            information contained in the Prospectus Supplement, read either individually
            or
            collectively under “SUMMARY OF TERMS—Mortgage Loans,” the first sentence of the
            fourth bullet point under “RISK FACTORS—Unpredictability of Prepayments and
            Effect on Yields,” the second sentence under “RISK FACTORS—High Loan-to-Value
            Ratios Increase Risk of Loss,” the first sentence under “RISK FACTORS—Interest
            Only Mortgage Loans,” the second sentence of the third bullet point under “RISK
            FACTORS—Interest Generated by the Mortgage Loans May Be Insufficient to Maintain
            Overcollateralization,” “THE MORTGAGE POOL,” the first sentence of the seventh
            paragraph under “YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS” and “THE
            SELLER.”

           

          ARTICLE
            II.

           

          SALE
            OF
            MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

           

          Section
            2.01  Sale
            of Mortgage Loans.
            The
            Seller, concurrently with the execution and delivery of this Agreement,
            does
            hereby sell, assign, set over, and otherwise convey to the Purchaser,
            without
            recourse, (i) all of its right, title and interest in and to each Mortgage
            Loan,
            including the related Cut-off Date Principal Balance, all interest accruing
            thereon on or after the Cut-off Date and all collections in respect of
            interest
            and principal due after the Cut-off Date; (ii) property which secured
            such
            Mortgage Loan and which has been acquired by foreclosure or deed in lieu
            of
            foreclosure; (iii) its interest in any insurance policies in respect
            of the
            Mortgage Loans (iv) the right to receive any amounts under the Cap Contract
            and
            (v) all proceeds of any of the foregoing.
            In
            addition to the sale of the Mortgage Loans, the Originator will direct
            the
            Trustee (in its capacity as trustee of the supplemental interest trust
            created
            under the Pooling and Servicing Agreement) to enter into the Interest
            Rate Swap
            Agreement.

           

          Section
            2.02  Obligations
            of the Seller and Seller Upon Sale.
            In
            connection with any transfer pursuant to Section 2.01 hereof, the Seller
            further
            agrees, at its own expense on or prior to the Closing Date, (a) to cause
            its
            books and records to indicate that the Mortgage Loans have been sold
            to the
            Purchaser pursuant to this Agreement and (b) to deliver to the Purchaser
            and the
            Trustee a computer file containing a true and complete list of all such
            Mortgage
            Loans specifying for each such Mortgage Loan, as of the Cut-off Date,
            (i) its
            account number and (ii) the Cut-off Date Principal Balance. Such file,
            which
            forms a part of Exhibit D to the Pooling and Servicing Agreement, shall
            also be
            marked as Schedule I to this Agreement and is hereby incorporated into
            and made
            a part of this Agreement.

           

          In
            connection with any conveyance by the Seller, the Seller shall on behalf
            of the
            Purchaser deliver to, and deposit with the Trustee (or the Custodian
            on behalf
            of the Trustee), as assignee of the Purchaser, on or before the Closing
            Date,
            the following documents or instruments with respect to each Mortgage
            Loan:

           

          (i)  the
            original Mortgage Note, endorsed either (A) in blank, in which case the
            Trustee
            shall cause the endorsement to be completed or (B) in the following form:
“Pay
            to the order of Deutsche Bank National Trust Company, as Trustee,” or with
            respect to any lost Mortgage Note, an original Lost Note Affidavit stating
            that
            the original mortgage note was lost, misplaced or destroyed, together
            with a
            copy of the related mortgage note; provided,
            however,
            that
            such substitutions of Lost Note Affidavits for original Mortgage Notes
            may occur
            only with respect to Mortgage Loans, the aggregate Cut-off Date Principal
            Balance of which is less than or equal to 1.00% of the Pool Balance as
            of the
            Cut-off Date;

           

          (ii)  the
            original Mortgage with evidence of recording thereon, and the original
            recorded
            power of attorney, if the Mortgage was executed pursuant to a power of
            attorney,
            with evidence of recording thereon or, if such Mortgage or power of attorney
            has
            been submitted for recording but has not been returned from the applicable
            public recording office, has been lost or is not otherwise available,
            a copy of
            such Mortgage or power of attorney, as the case may be, certified to
            be a true
            and complete copy of the original submitted for recording;

           

          (iii)  an
            original Assignment, in form and substance acceptable for recording.
            The
            Mortgage shall be assigned either (A) in blank, without recourse or (B)
            to
“Deutsche Bank National Trust Company, as Trustee”;

           

          (iv)  an
            original copy of any intervening assignment of Mortgage showing a complete
            chain
            of assignments;

           

          (v)  the
            original or a certified copy of lender’s title insurance policy;
            and

           

          (vi)  the
            original or copies of each assumption, modification, written assurance,
            substitution agreement or guarantee, if any.

           

          The
            Seller hereby confirms to the Purchaser and the Trustee that it has caused
            the
            appropriate entries to be made in its general accounting records to indicate
            that such Mortgage Loans have been transferred to the Trustee and constitute
            part of the Trust in accordance with the terms of the Pooling and Servicing
            Agreement.

           

          If
            any of
            the documents referred to in Section 2.02(ii), (iii) or (iv) above has
            as of the
            Closing Date been submitted for recording but either (x) has not been
            returned
            from the applicable public recording office or (y) has been lost or such
            public
            recording office has retained the original of such document, the obligations
            of
            the Seller to deliver such documents shall be deemed to be satisfied
            upon (1)
            delivery to the Trustee or the Custodian, no later than the Closing Date,
            of a
            copy of each such document certified by the Seller in the case of (x)
            above or
            the applicable public recording office in the case of (y) above to be
            a true and
            complete copy of the original that was submitted for recording and (2)
            if such
            copy is certified by the Seller, delivery to the Trustee or the Custodian,
            promptly upon receipt thereof of either the original or a copy of such
            document
            certified by the applicable public recording office to be a true and
            complete
            copy of the original. If the original lender’s title insurance policy, or a
            certified copy thereof, was not delivered pursuant to Section 2.02(v)
            above. The
            Seller shall deliver or cause to be delivered to the Trustee or the Custodian,
            the original or a copy of a written commitment or interim binder or preliminary
            report of title issued by the title insurance or escrow company, with
            the
            original or a certified copy thereof to be delivered to the Trustee or
            the
            Custodian, promptly upon receipt thereof. The Seller shall deliver or
            cause to
            be delivered to the Trustee or the Custodian promptly upon receipt thereof
            any
            other documents constituting a part of a Mortgage File received with
            respect to
            any Mortgage Loan, including, but not limited to, any original documents
            evidencing an assumption or modification of any Mortgage Loan.

           

          Upon
            discovery or receipt of notice of any materially defective document in, or that
            a document is missing from, a Mortgage File, the Seller shall have 120
            days to
            cure such defect or deliver such missing document to the Purchaser. If
            the
            Seller does not cure such defect or deliver such missing document within
            such
            time period, the Seller shall either repurchase or substitute for such
            Mortgage
            Loan pursuant to Section 2.03 of the Pooling and Servicing
            Agreement.

           

          The
            Seller shall cause the Assignments which were delivered in blank to be
            completed
            and shall cause all Assignments referred to in Section 2.02(iii) hereof
            and, to
            the extent necessary, in Section 2.02(iv) hereof to be recorded. The
            Seller
            shall be required to deliver such assignments for recording within 180
            days of
            the Closing Date. In the event that any such Assignment is lost or returned
            unrecorded because of a defect therein, the Seller shall promptly have
            a
            substitute Assignment prepared or have such defect cured, as the case
            may be,
            and thereafter cause each such Assignment to be duly recorded.

           

          Notwithstanding
            the foregoing, for administrative convenience and facilitation of servicing
            and
            to reduce closing costs, the Assignments of Mortgage shall not be required
            to be
            submitted for recording (except with respect to any Mortgage Loan located
            in
            Maryland) unless such failure to record would result in a withdrawal
            or a
            downgrading by any Rating Agency of the rating on any Class of Certificates;
            provided,
            however,
            each
            Assignment shall be submitted for recording by the Seller in the manner
            described above, at no expense to the Trust Fund or Trustee, upon the
            earliest
            to occur of: (i) reasonable direction by Holders of Certificates entitled
            to at
            least 25% of the Voting Rights, (ii) the occurrence of a Servicer Event
            of
            Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure
            relating to the Servicer, (iv) the occurrence of a servicing transfer
            as
            described in Section 7.02 of the Pooling and Servicing Agreement, (v)
            upon
            receipt of notice from the Servicer, the occurrence of a bankruptcy,
            insolvency
            or foreclosure relating to the Mortgagor under the related Mortgage and
            (vi)
            upon receipt of notice from the Servicer, any Mortgage Loan that is 90
            days or
            more Delinquent. Upon receipt of written notice from the Purchaser that
            recording of the Assignments is required pursuant to one or more of the
            conditions set forth in the preceding sentence, the Seller shall be required
            to
            deliver such Assignments for recording as provided above, promptly and
            in any
            event within 30 days following receipt of such notice. The Seller shall
            furnish
            the Trustee (or the Custodian on behalf of the Trustee), or its designated
            agent, with a copy of each Assignment submitted for recording.

           

          In
            the
            event that any Mortgage Note is endorsed in blank as of the Closing Date,
            promptly following the Closing Date, the Trustee (or the Custodian on
            behalf of
            the Trustee), at the expense of the Seller, shall cause to be completed
            such
            endorsements “Pay to the order of Deutsche Bank National Trust Company, as
            Trustee, without recourse.”

           

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

           

          The
            parties hereto intend that the transaction set forth herein be a sale
            by the
            Seller to the Purchaser of all the Seller’s right, title and interest in and to
            the Mortgage Loans and other property described above. In the event the
            transaction set forth herein is deemed not to be a sale, the Seller hereby
            grants to the Purchaser a security interest in all of the Seller’s right, title
            and interest in, to and under the Mortgage Loans and other property described
            above, whether now existing or hereafter created, to secure all of the
            Seller’s
            obligations hereunder; and this Agreement shall constitute a security
            agreement
            under applicable law.

           

          Section
            2.03  Payment
            of Purchase Price for the Mortgage Loans.

           

          In
            consideration of the sale of the Mortgage Loans from the Seller to the
            Purchaser
            on the Closing Date, the Purchaser agrees to pay to the Seller on the
            Closing
            Date (the “Purchase Price”) by transfer of (i) immediately available funds in an
            amount equal to the net sale proceeds of the Adjustable-Rate Certificates
            and
            the Residual Certificates, (ii) the Class C Certificates and the Class
            P
            Certificates (collectively the “Retained Certificates”) which Retained
            Certificates shall be registered in the name of Greenwich Capital Financial
            Products, Inc. or its designee and (iii) any investment income earned
            on amounts
            on deposit in the Pre-Funding Accounts. The Seller shall pay, and be
            billed
            directly for, all expenses incurred by the Purchaser in connection with
            the
            issuance of the Certificates, including, without limitation, printing
            fees
            incurred in connection with the prospectus relating to the Certificates,
            blue
            sky registration fees and expenses, fees and expenses of Purchaser’s counsel,
            fees of the rating agencies requested to rate the Certificates, accountant’s
            fees and expenses and the fees and expenses of the Trustee and other
            out-of-pocket costs, if any.

           

          ARTICLE
            III.

           

          REPRESENTATIONS
            AND WARRANTIES; REMEDIES FOR BREACH

           

          Section
            3.01  Seller
            Representations and Warranties Relating to the Mortgage Loans. 

           

          The
            Seller and the Purchaser understand, acknowledge and agree that, the
            representations and warranties set forth in this Section 3.01 are made
            as of the
            Closing Date or as of the date specifically provided herein.

           

          The
            Seller hereby represents and warrants with respect to the Mortgage Loans
            to the
            Purchaser that as of the Closing Date or as of such date specifically
            provided
            herein:

           

          (a)  The
            information set forth in the mortgage loan schedule delivered to the
            Seller by
            the Originator is complete, true and correct as of the Cut-off
            Date;

           

          (b)  The
            Seller has not advanced funds, or induced, solicited or knowingly received
            any
            advance of funds from a party other than the owner of the related Mortgaged
            Property, directly or indirectly, for the payment of any amount required
            by the
            Mortgage Note or Mortgage and there has been no delinquency, exclusive
            of any
            period of grace, in any payment thereunder during the last twelve
            months;

           

          (c)  At
            the
            time of origination, and to the best of the Seller’s knowledge, there were no
            delinquent taxes, ground rents, water charges, sewer rents, assessments,
            insurance premiums, leasehold payments, including assessments payable
            in future
            installments or other outstanding charges affecting the related Mortgaged
            Property;

           

          (d)  The
            terms
            of the Mortgage Note and the Mortgage have not been impaired, waived,
            altered or
            modified in any respect, except by written instruments, recorded in the
            applicable public recording office if necessary to maintain the lien
            priority of
            the Mortgage, and which have been delivered to the Purchaser or its designee;
            the substance of any such waiver, alteration or modification has been
            approved
            by the title insurer, to the extent required by the related policy, and
            is
            reflected on the Mortgage Loan Schedule. No instrument of waiver, alteration
            or
            modification has been executed, and no Mortgagor has been released, in
            whole or
            in part, except in connection with an assumption agreement approved by
            the
            insurer under the title insurer, to the extent required by the policy,
            and which
            assumption agreement has been delivered to the Purchaser or its designee
            and the
            terms of which are reflected in the Mortgage Loan Schedule;

           

          (e)  The
            Mortgage Note and the Mortgage are not subject to any right of rescission,
            set-off, counterclaim or defense, including the defense of usury, nor
            will the
            operation of any of the terms of the Mortgage Note and the Mortgage,
            or the
            exercise of any right thereunder, render the Mortgage unenforceable,
            in whole or
            in part, or subject to any right of rescission, set-off, counterclaim
            or
            defense, including the defense of usury, and no such right of rescission,
            set-off, counterclaim or defense has been asserted with respect
            thereto;

           

          (f)  All
            buildings upon the Mortgaged Property are insured by an insurer that
            satisfies
            the requirements of First Franklin Financial Corporation’s (the “Originator”)
            underwriting guidelines against loss by fire, hazards of extended coverage
            and
            such other hazards as are customary in the area where the Mortgaged Property
            is
            located, in an amount that is at least equal to the lesser of (i) the
            amount
            necessary to fully compensate for any damage or loss to the improvements
            which
            are a part of such property on a replacement cost basis or (ii) the outstanding
            principal balance of the Mortgage Loan, in each case in an amount not
            less than
            such amount as is necessary to prevent the Mortgagor and/or the Mortgagee
            from
            becoming a co-insurer. All such insurance policies contain a standard
            mortgagee
            clause naming the Originator, its successors and assigns as mortgagee
            and all
            premiums thereon have been paid. If the Mortgaged Property is in an area
            identified on a Flood Hazard Map or Flood Insurance Rate Map issued by
            the
            Federal Emergency Management Agency as having special flood hazards (and
            such
            flood insurance has been made available), a flood insurance policy meeting
            the
            requirements of the current guidelines of the Federal Insurance Administration
            is in effect which policy conforms to the requirements of Fannie Mae
            and Freddie
            Mac. The Mortgage obligates the Mortgagor thereunder to maintain all
            such
            insurance at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to
            do so, authorizes the holder of the Mortgage to maintain such insurance
            at
            Mortgagor’s cost and expense and to seek reimbursement therefor from the
            Mortgagor;

           

          (g)  Prior
            to
            the Closing Date, any and all requirements of any federal, state or local
            law
            including, without limitation, usury, truth in lending, real estate settlement
            procedures, predatory and abusive lending, consumer credit protection,
            equal
            credit opportunity, fair housing or disclosure laws applicable to the
            origination and servicing of mortgage loans of a type similar to the
            Mortgage
            Loans have been complied with;

           

          (h)  The
            Mortgage has not been satisfied, canceled, subordinated or rescinded,
            in whole
            or in part, and the Mortgaged Property has not been released from the
            lien of
            the Mortgage, in whole or in part, nor has any instrument been executed
            that
            would effect any such satisfaction, cancellation, subordination, rescission
            or
            release;

           

          (i)  The
            Mortgage is a valid, existing and enforceable first lien on the Mortgaged
            Property, including all improvements on the Mortgaged Property subject
            only to
            (A) the lien of current real property taxes and assessments not yet due
            and
            payable, (B) covenants, conditions and restrictions, rights of way, easements
            and other matters of the public record as of the date of recording being
            acceptable to mortgage lending institutions generally and specifically
            referred
            to in the lender’s title insurance policy delivered to the originator of the
            Mortgage Loan and which do not adversely affect the Value of the Mortgaged
            Property, and (C) other matters to which like properties are commonly
            subject
            which do not materially interfere with the benefits of the security intended
            to
            be provided by the Mortgage or the use, enjoyment, value or marketability
            of the
            related Mortgaged Property. Any security agreement, chattel mortgage
            or
            equivalent document related to and delivered in connection with the Mortgage
            Loan establishes and creates a valid, existing and enforceable first
            lien and
            first priority security interest on the property described therein and
            the
            Seller has full right to sell and assign the same;

           

          (j)  The
            Mortgage Note and the related Mortgage are genuine and each is the legal,
            valid
            and binding obligation of the maker thereof, enforceable in accordance
            with its
            terms;

           

          (k)  All
            parties to the Mortgage Note and the Mortgage had legal capacity to enter
            into
            the Mortgage Loan and to execute and deliver the Mortgage Note and the
            Mortgage,
            and the Mortgage Note and the Mortgage have been duly and properly executed
            by
            such parties. The Mortgagor is a natural person;

           

          (l)  The
            proceeds of the Mortgage Loan have been fully disbursed to or for the
            account of
            the Mortgagor and there is no obligation for the Mortgagee to advance
            additional
            funds thereunder and any and all requirements as to completion of any
            on-site or
            off-site improvement and as to disbursements of any escrow funds therefor
            have
            been complied with and all costs, fees and expenses incurred in making
            or
            closing the Mortgage Loan and the recording of the Mortgage have been
            paid, and
            the Mortgagor is not entitled to any refund of any amounts paid or due
            to the
            Mortgagee pursuant to the Mortgage Note or Mortgage;

           

          (m)  Prior
            to
            the sale of the Mortgage Loan by the Seller, the Seller was the sole
            legal,
            beneficial and equitable owner of the Mortgage Note and the Mortgage
            and had
            full right to transfer and sell the Mortgage Loan free and clear of any
            encumbrance, equity, lien, pledge, charge, claim or security
            interest;

           

          (n)  All
            parties which had any interest in the Mortgage Loan, whether as mortgagee,
            assignee, pledgee or otherwise, were (or, during the period in which
            they held
            and disposed of such interest, were) in compliance with any and all applicable
            “doing business” and licensing requirements of the laws of the state wherein the
            Mortgaged Property is located.

           

          (o)  The
            Mortgage Loan was covered by an American Land Title Association (“ALTA”)
            lender’s title insurance policy, which has an adjustable-rate mortgage
            endorsement in the case of the adjustable-rate Mortgage Loans, in the
            form of
            ALTA 6.0 or 6.1 acceptable to prudent lenders, issued by a title insurer
            acceptable to prudent lenders and qualified to do business in the jurisdiction
            where the Mortgaged Property is located, insuring (subject to the exceptions
            contained in (i)(A) and (B) above) the Originator its successors and
            assigns as
            to the first priority lien of the Mortgage in the original principal
            amount of
            the Mortgage Loan and against any loss by reason of the invalidity or
            unenforceability of the lien resulting from the provisions of the Mortgage
            providing for adjustment in the Mortgage Rate and Monthly Payment. Additionally,
            such lender’s title insurance policy affirmatively insures ingress and egress to
            and from the Mortgaged Property, and against encroachments by or upon
            the
            Mortgaged Property or any interest therein. The Originator, its successors
            and
            assigns, is the sole insured of such lender’s title insurance policy, and such
            lender’s title insurance policy is in full force and effect and will be in full
            force and effect upon the consummation of the transactions contemplated
            by this
            Agreement. No claims have been made under such lender’s title insurance policy,
            and no prior holder of the related Mortgage, including the Seller, has
            done, by
            act or omission, anything which would impair the coverage of such lender’s title
            insurance policy;

           

          (p)  There
            is
            no default, breach, violation or event of acceleration existing under
            the
            Mortgage or the Mortgage Note (other than the delinquencies mentioned
            in clause
            (b)) and no event which, with the passage of time or with notice and
            the
            expiration of any grace or cure period, would constitute a default, breach,
            violation or event of acceleration, and the Seller has not waived any
            default,
            breach, violation or event of acceleration;

           

          (q)  There
            are
            no mechanics’ or similar liens or claims which have been filed for work, labor
            or material (and no rights are outstanding that under law could give
            rise to
            such lien) affecting the related Mortgaged Property which are or may
            be liens
            prior to, or equal or coordinate with, the lien of the related
            Mortgage;

           

          (r)  All
            improvements that were considered in determining the Value of the related
            Mortgaged Property lay wholly within the boundaries and building restriction
            lines of the Mortgaged Property, and no improvements on adjoining properties
            encroached upon the Mortgaged Property. Each appraisal has been performed
            in
            accordance with the provisions of the Financial Institutions Reform,
            Recovery
            and Enforcement Act of 1989;

           

          (s)  The
            Mortgage Loan was originated (for purposes of the Secondary Mortgage
            Market
            Enhancement Act of 1984) by the Originator or by a savings and loan association,
            a savings bank, a commercial bank or similar banking institution which
            is
            supervised and examined by a federal or state authority, or by a mortgagee
            approved as such by the Secretary of Housing and Urban Development;

           

          (t)  Principal
            payments on the Mortgage Loan commenced no more than two (2) months after
            the
            proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears
            interest
            at the Mortgage Rate. With respect to each Mortgage Loan, the Mortgage
            Note is
            payable on the first day of each month. The Mortgage Note is payable
            in Monthly
            Payments. With respect to the adjustable-rate Mortgage Loans, the Monthly
            Payments are changed on each Adjustment Date to an amount which will
            fully
            amortize the Stated Principal Balance of the Mortgage Loan over its remaining
            term at the Mortgage Rate. Interest on the Mortgage Loan is calculated
            on the
            basis of a 360 day year consisting of twelve 30 day months. The Mortgage
            Note
            does not permit negative amortization. No adjustable-rate Mortgage Loan
            permits
            the Mortgagor to convert the Mortgage Loan to a fixed-rate Mortgage
            Loan;

           

          (u)  The
            origination, servicing and collection practices used by the Originator
            and any
            servicer of the Mortgage Loan, with respect to each Mortgage Note and
            Mortgage
            have been in all respects legal, proper, prudent and customary in the
            mortgage
            origination and servicing industry. The Mortgage Loan has been serviced
            by the
            Originator and any predecessor servicer in accordance with the terms
            of the
            Mortgage Note. With respect to escrow deposits and Escrow Payments, if
            any, all
            such payments are in the possession of, or under the control of, the
            Seller and
            there exist no deficiencies in connection therewith for which customary
            arrangements for repayment thereof have not been made. No escrow deposits
            or
            Escrow Payments or other charges or payments due the Seller have been
            capitalized under any Mortgage or the related Mortgage Note;

           

          (v)  The
            Mortgaged Property is free of damage and waste and there is no proceeding
            pending for the total or partial condemnation thereof;

           

          (w)  The
            Mortgage and related Mortgage Note contain customary and enforceable
            provisions
            such as to render the rights and remedies of the holder thereof adequate
            for the
            realization against the Mortgaged Property of the benefits of the security
            provided thereby, including, (A) in the case of a Mortgage designated
            as a deed
            of trust, by trustee’s sale, and (B) otherwise by judicial foreclosure. Since
            the date of origination of the Mortgage Loan, the Mortgaged Property
            has not
            been subject to any bankruptcy proceeding or foreclosure proceeding and
            the
            Mortgagor has not filed for protection under applicable bankruptcy laws.
            There
            is no homestead or other exemption available to the Mortgagor which would
            interfere with the right to sell the Mortgaged Property at a trustee’s sale or
            the right to foreclose the Mortgage. The Mortgagor has not notified the
            Seller
            and the Seller has no knowledge of any relief requested or allowed to
            the
            Mortgagor under the Servicemembers Civil Relief Act;

           

          (x)  The
            Mortgage Loan was underwritten in accordance with the underwriting standards
            of
            the Originator in effect at the time the Mortgage Loan was originated;
            and the
            Mortgage Note and Mortgage are on forms acceptable to Fannie Mae and
            Freddie
            Mac;

           

          (y)  The
            Mortgage Note is not and has not been secured by any collateral except
            the lien
            of the corresponding Mortgage on the Mortgaged Property and the security
            interest of any applicable security agreement or chattel mortgage referred
            to in
            (i) above;

           

          (z)  The
            Mortgage File contains an appraisal of the related Mortgaged Property
            which
            satisfied the standards of the Financial Institutions Reform, Recovery
            and
            Enforcement Act of 1989, and the rules and regulations thereunder, as
            amended
            from time to time, and was made and signed by an appraiser who met the
            minimum
            requirements of Fannie Mae and Freddie Mac or complied with the Originator’s
            automated appraisal methodology as set forth in the Originator’s underwriting
            guidelines, duly appointed by the Originator, who had no interest, direct
            or
            indirect in the Mortgaged Property or in any loan made on the security
            thereof,
            whose compensation is not affected by the approval or disapproval of
            the
            Mortgage Loan and who met the minimum qualifications of the Financial
            Institutions Reform, Recovery and Enforcement Act of 1989, and the rules
            and
            regulations thereunder;

           

          (aa)  In
            the
            event the Mortgage constitutes a deed of trust, a trustee, duly qualified
            under
            applicable law to serve as such, has been properly designated and currently
            so
            serves and is named in the Mortgage, and no fees or expenses are or will
            become
            payable by the Purchaser to the trustee under the deed of trust, except
            in
            connection with a trustee’s sale after default by the Mortgagor;

           

          (bb)  No
            Mortgage Loan contains provisions pursuant to which Monthly Payments
            are (A)
            paid or partially paid with funds deposited in any separate account established
            by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (B)
            paid by
            any source other than the Mortgagor or (C) contains any other similar
            provisions
            which may constitute a “buydown” provision. The Mortgage Loan is not a graduated
            payment mortgage loan and the Mortgage Loan does not have a shared appreciation
            or other contingent interest feature;

           

          (cc)  The
            Mortgagor has executed a statement to the effect that the Mortgagor has
            received
            all disclosure materials required by applicable law with respect to the
            making
            of adjustable-rate or fixed-rate mortgage loans, as applicable; and if
            the
            Mortgage Loan is a Refinanced Mortgage Loan, the Mortgagor has received
            all
            disclosure and rescission materials required by applicable law with respect
            to
            the making of a refinanced Mortgage Loan, and evidence of such receipt
            is and
            will remain in the Mortgage File;

           

          (dd)  No
            Mortgage Loan was made in connection with (A) the construction or rehabilitation
            of a Mortgaged Property or (B) facilitating the trade-in or exchange
            of a
            Mortgaged Property;

           

          (ee)  The
            Mortgage Note, the Mortgage, the Assignment and any other documents required
            to
            be delivered with respect to each Mortgage Loan have been delivered to
            the
            Seller;

           

          (ff)  The
            Mortgaged Property is lawfully occupied under applicable law. All inspections,
            licenses and certificates required to be made or issued with respect
            to all
            occupied portions of the Mortgaged Property and, with respect to the
            use and
            occupancy of the same, including but not limited to certificates of occupancy,
            have been made or obtained from the appropriate authorities; 

           

          (gg)  To
            the
            best of the Seller’s knowledge, no error, omission, misrepresentation,
            negligence, fraud or similar occurrence with respect to a Mortgage Loan
            has
            taken place on the part of any person, including, without limitation,
            the
            Mortgagor, any appraiser, any builder or developer, or any other party
            involved
            in the origination, modification or amendment of the Mortgage Loan or
            in the
            application of any insurance in relation to such Mortgage Loan;

           

          (hh)  The
            Assignment is in recordable form and is acceptable for recording under
            the laws
            of the jurisdiction in which the Mortgaged Property is located;

           

          (ii)  Any
            principal advances made to the Mortgagor prior to the Closing Date have
            been
            consolidated with the outstanding principal amount secured by the Mortgage,
            and
            the secured principal amount, as consolidated bears a single interest
            rate and
            single repayment term. The lien of the Mortgage securing the consolidated
            principal amount is expressly insured as having first lien priority by
            a title
            insurance policy, an endorsement to the policy insuring the mortgagee’s
            consolidated interest or by other title evidence acceptable to Fannie
            Mae and
            Freddie Mac. The consolidated principal amount does not exceed the original
            principal amount of the Mortgage Loan;

           

          (jj)  No
            Mortgage Loan has a balloon payment feature;

           

          (kk)  If
            the
            Residential Dwelling on the Mortgaged Property is a condominium unit
            or a unit
            in a planned unit development (other than a de
            minimis
            planned
            unit development), such condominium or planned unit development project
            meets
            Fannie Mae’s eligibility requirements;

           

          (ll)  The
            Mortgaged Property is in material compliance with all applicable environmental
            laws pertaining to environmental hazards including, without limitation,
            asbestos, and there is no pending action or proceeding directly involving
            any
            Mortgaged Property of which the Seller is aware in which compliance with
            any
            environmental law, rule or regulation is an issue; and to the best of
            the
            Seller’s knowledge, nothing further remains to be done to satisfy in full all
            requirements of each such law, rule or regulation constituting a prerequisite
            to
            the use and enjoyment of such property;

           

          (mm)  Except
            as
            previously disclosed to the Purchaser in writing, the Originator has
            made no
            mortgage loan on any Mortgaged Property other than the Mortgage Loan.
            With
            respect to the Mortgage Loans, when measured by aggregate Stated Principal
            Balance as of the Cut-off Date, none of the Mortgage Loans are secured
            by a
            Mortgaged Property which was, as of the date of origination of such Mortgage
            Loan, subject to a mortgage, deed of trust, deed to secure debt or other
            security instrument originated by the Originator creating a lien subordinate
            to
            the lien of the Mortgage;

           

          (nn)  The
            Mortgage Loan was selected from among the outstanding adjustable-rate
            and
            fixed-rate one to four family mortgage loans in the Seller’s portfolio as which
            the representations and warranties herein could be made and such selection
            was
            not made in a manner so as to adversely affect the interests of the
            Purchaser;

           

          (oo)  The
            Seller has not dealt with any broker or agent or other Person who might
            be
            entitled to a fee, commission or compensation in connection with the
            transaction
            contemplated by this Agreement other than the Purchaser except as the
            Seller has
            previously disclosed to the Purchaser in writing;

           

          (pp)  The
            Mortgaged Property consists of a parcel of real property of not more
            than ten
            acres with a single family residence erected thereon, or a two- to four-family
            dwelling, or an individual condominium unit in a low rise or high rise
            condominium project, or an individual unit in a planned unit development.
            The
            Mortgaged Property is improved with a Residential Dwelling. Without limiting
            the
            foregoing, the Mortgaged Property does not consist of any of the following
            property types: (a) co-operative units, (b) log homes, (c) earthen homes,
            (d)
            underground homes, (e) mobile homes and (f) manufactured homes (as defined
            in
            the Fannie Mae Seller-Servicer’s Guide), except when the appraisal indicates
            that the home is of comparable construction to a stick or beam construction
            home, is readily marketable, has been permanently affixed to the site
            and is not
            in a mobile home “park.” The Mortgaged Property is either a fee simple estate or
            a long term residential lease. If the Mortgage Loan is secured by a long
            term
            residential lease, unless otherwise specifically disclosed in the related
            Mortgage Loan Schedule, (A) the terms of such lease expressly permit
            the
            mortgaging of the leasehold estate, the assignment of the lease without
            the
            lessor’s consent (or the lessors consent has been obtained and such consent
            is
            in the Mortgage File) and the acquisition by the holder of the Mortgage
            of the
            rights of the lessee upon foreclosure or assignment in lieu of foreclosure
            or
            provide the holder of the Mortgage with substantially similar protection;
            (B)
            the terms of such lease do not (x) allow the termination thereof upon
            the
            lessee’s default without the holder of the Mortgage being entitled to receive
            written notice of, and opportunity to cure, such default or (y) prohibit
            the
            holder of the Mortgage from being insured under the hazard insurance
            policy
            relating to the Mortgaged Property, (C) the original term of such lease
            is not
            less than 15 years; (D) the term of such lease does not terminate earlier
            than
            ten years after the maturity date of the Mortgage Note; and (E) the Mortgaged
            Property is located in a jurisdiction in which the use of leasehold estates
            for
            residential properties is a widely accepted practice;

           

          (qq)  At
            the
            time of origination, the Loan-to-Value Ratio of the Mortgage Loan was
            not
            greater than 103%. With respect to the Mortgage Loans, when measured
            by
            aggregate Stated Principal Balance as of the Cut-off Date, with respect
            to no
            less than 80% of the Mortgage Loans, the calculation of the Loan-to-Value
            Ratio
            at the time of origination was determined based on a full formal appraisal
            acceptable to Fannie Mae and Freddie Mac or complied with the Originator’s
            automated appraisal methodology as set forth in the Originator’s underwriting
            guidelines;

           

          (rr)  The
            Mortgage, and if required by applicable law the related Mortgage Note,
            contains
            a provision for the acceleration of the payment of the unpaid principal
            balance
            of the Mortgage Loan in the event that the Mortgaged Property is sold
            or
            transferred without the prior written consent of the Mortgagee, at the
            option of
            the Mortgagee;

           

          (ss)  No
            Mortgage Loan is subject to the requirements of the Home Ownership and
            Equity
            Protection Act of 1994 (“HOEPA”) and no Mortgage Loan is in violation of any
            comparable state law or ordinance similar to HOEPA;

           

          (tt)  The
            information set forth in the Prepayment Charge Schedule is complete,
            true and
            correct in all material respects as of the Cut-off Date, and each Prepayment
            Charge is permissible, enforceable and collectible under applicable federal,
            state and local law (except to the extent that (i) the enforceability
            thereof
            may be limited by bankruptcy, insolvency, moratorium, receivership and
            other
            similar laws relating to creditors’ rights generally or (ii) the collectability
            thereof may be limited due to acceleration in connection with a foreclosure
            or
            other involuntary payoff);

           

          (uu)  As
            of the
            Cut-off Date, the Mortgage Loan was not prepaid in full prior to the
            sale of the
            Mortgage Loans by the Seller, and the Seller had not received any notification
            from a Mortgagor that a prepayment in full would be made after the sale
            of the
            Mortgage Loans by the Seller;

           

          (vv)  The
            Mortgage Loan had an original term of maturity of not more than 360
            months;

           

          (ww)  Each
            Mortgage Loan constitutes a “qualified mortgage” within the meaning of Section
            860G(a)(3) of the Code;

           

          (xx)  The
            methodology used in underwriting the extension of credit for each Mortgage
            Loan
            employs objective mathematical principles which relate the Mortgagor’s income,
            assets and liabilities to the proposed payment and such underwriting
            methodology
            does not rely on the extent of the Mortgagor’s equity in the collateral as the
            principal determining factor in approving such credit extension. Such
            underwriting methodology confirmed that at the time of origination
            (application/approval) the Mortgagor had a reasonable ability to make
            timely
            payments on the Mortgage Loan;

           

          (yy)  No
            Mortgage Loan originated before October 1, 2002 has a Prepayment Charge
            term
            longer than five years after its date of origination and no Group I Mortgage
            Loan originated on or after October 1, 2002 has a Prepayment Charge term
            longer
            than three years after its date of origination;

           

          (zz)  No
            Mortgage Loan was originated on or after October 1, 2002 and before March
            7,
            2003 which is secured by property located in the State of Georgia. No
            Mortgage
            Loan was originated on or after March 7, 2003, which is a “high cost home loan”
as defined under the Georgia Fair Lending Act;

           

          (aaa)  No
            Mortgage Loan is classified as a high cost mortgage loan under HOEPA.
            No
            Mortgage Loan is a “high cost home,” “covered” (excluding home loans defined as
“covered home loans” in the New Jersey Home Ownership Security Act of 2002 that
            were originated between November 26, 2003 and July 7, 2004), “high risk home” 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); 

           

          (bbb)  All
            Mortgage Loans were originated in compliance with all applicable laws,
            including, but not limited to, all applicable anti-predatory lending
            laws and
            none of the mortgage loans are “High Cost” as defined by the applicable
            predatory and abusive lending laws;

           

          (ccc)  No
            Mortgage Loan is a high cost loan or a covered loan, as applicable (as
            such
            terms are defined in Standard & Poor’s LEVELS Version 5.6 Glossary Revised,
            Appendix E;

           

          (ddd)  With
            respect to any Mortgage Loan originated on or after August 1, 2004, neither
            the
            related mortgage nor the related mortgage note requires the borrower
            to submit
            to arbitration to resolve any dispute arising out of or relating in any
            way to
            the mortgage loan transaction;

           

          (eee)  With
            respect to each Group I Mortgage Loan, no mortgagor was required to purchase
            any
            credit life, disability, accident or health insurance product as a condition
            of
            obtaining the extension of credit; no mortgagor obtained a prepaid single
            premium credit life, disability, accident or health insurance policy
            in
            connection with the origination of the Mortgage Loan and no proceeds
            from any
            such Group I Mortgage Loan were used to purchase single premium credit
            insurance
            policies as part of the origination of, or as a condition to closing
            such Group
            I Mortgage Loan;

           

          (fff)  With
            respect to each Group I Mortgage Loan, all points, fees and charges related
            to
            each such Group I Mortgage Loan (whether or not financed, assessed, collected
            or
            to be collected in connection with the origination and servicing of such
            Group I
            Mortgage Loan) were disclosed in writing to the mortgagor in accordance
            with
            applicable state and federal law and regulation and no mortgagor was
            charged
“points and fees” (whether or not financed) in an amount greater than 5% of the
            principal amount of the related Group I Mortgage Loan, such 5% limitation
            is
            calculated in accordance with FNMA’s anti-predatory lending requirements as set
            forth in the FNMA Selling Guide;

           

          (ggg)  With
            respect to each Group I Mortgage Loan, no mortgagor was encouraged or
            required
            to select a mortgage loan product offered by the Originator which is
            a higher
            cost product designed for less creditworthy borrowers, unless at the
            time of
            origination; such mortgagor did not qualify taking into account credit
            history
            and debt to income ratios for a lower cost credit product then offered
            by the
            Originator or any affiliate of the Originator. If, at the time of loan
            application, the mortgagor may have qualified for a lower cost credit
            product
            then offered by any mortgage lending affiliate of the Originator, the
            Originator
            referred the mortgagor’s application to such affiliate for underwriting
            consideration;

           

          (hhh)  With
            respect to each Group I Mortgage Loan, all fees and charges (including
            finance
            charges) and whether or not financed, assessed, collected or to be collected
            in
            connection with the origination and servicing of each Group I Mortgage
            Loan have
            been disclosed in writing to the mortgagor in accordance with applicable
            state
            and federal law and regulation;

           

          (iii)  With
            respect to each Group I Mortgage Loan, the Originator has fully and accurately
            furnished complete information on the related borrower credit files to
            Equifax,
            Experian and Trans Union Credit Information Company, in accordance with
            the Fair
            Credit Reporting Act and its implementing regulations, on a monthly
            basis;

           

          (jjj)  With
            respect to each Group I Mortgage Loan, the related mortgage note is dated
            within
            one year of the Closing Date; and

           

          (kkk)  The
            original principal balance of each Group I Mortgage Loan has an original
            principal balance that exceeds the applicable Freddie Mac loan limit
            (as set
            forth in the table below):

           

          
            	
                    Number
                      of Units

                  	
                    Maximum
                      Original Loan Amount of 

                    First
                      Lien Mortgage

                  
	 	
                    Continental
                      United States or Puerto Rico

                  	
                    Alaska,
                      Guam, Hawaii or

                    Virgin
                      Islands

                  
	
                    1

                  	
                    $417,000

                  	
                    $625,500

                  
	
                    2

                  	
                    $533,850

                  	
                    $800,775

                  
	
                    3

                  	
                    $645,300

                  	
                    $967,950

                  
	
                    4

                  	
                    $801,950

                  	
                    $1,202,925

                  


          

           

          Section
            3.02  Seller
            Representations and Warranties Relating to the Seller.
            The
            Seller represents, warrants and covenants to the Purchaser as of the
            Closing
            Date or as of such other date specifically provided herein:

           

          (a)  The
            Seller is duly organized, validly existing and in good standing as a
            corporation
            under the laws of the State of Delaware and is and will remain in compliance
            with the laws of each state in which any Mortgaged Property is located
            to the
            extent necessary to ensure the enforceability of each Mortgage Loan in
            accordance with the terms of this Agreement;

           

          (b)  The
            Seller has the full power and authority to hold each Mortgage Loan, to
            sell each
            Mortgage Loan, to execute, deliver and perform, and to enter into and
            consummate, all transactions contemplated by this Agreement. The Seller
            has duly
            authorized the execution, delivery and performance of this Agreement,
            has duly
            executed and delivered this Agreement and this Agreement, assuming due
            authorization, execution and delivery by the Purchaser, constitutes a
            legal,
            valid and binding obligation of the Seller, enforceable against it in
            accordance
            with its terns except as the enforceability thereof may be limited by
            bankruptcy, insolvency or reorganization;

           

          (c)  The
            execution and delivery of this Agreement by the Seller and the performance
            of
            and compliance with the terms of this Agreement will not violate the
            Seller’s
            articles of incorporation or by-laws or constitute a default under or
            result in
            a breach or acceleration of, any material contract, agreement or other
            instrument to which the Seller is a party or which may be applicable
            to the
            Seller or its assets;

           

          (d)  The
            Seller is not in violation of, and the execution and delivery of this
            Agreement
            by the Seller and its performance and compliance with the terms of this
            Agreement will not constitute a violation with respect to, any order
            or decree
            of any court or any order or regulation of any federal, state, municipal
            or
            governmental agency having jurisdiction over the Seller or its assets,
            which
            violation might have consequences that would materially and adversely
            affect the
            condition (financial or otherwise) or the operation of the Seller or
            its assets
            or might have consequences that would materially and adversely affect
            the
            performance of its obligations and duties hereunder;

           

          (e)  Reserved;

           

          (f)  Immediately
            prior to the payment of the Purchase Price for each Mortgage Loan, the
            Seller
            was the owner of the related Mortgage and the indebtedness evidenced
            by the
            related Mortgage Note and upon the payment of the Purchase Price by the
            Purchaser, in the event that the Seller retains record title, the Seller
            shall
            retain such record title to each Mortgage, each related Mortgage Note
            and the
            related Mortgage Files with respect thereto in trust for the Purchaser
            as the
            owner thereof,

           

          (g)  The
            Seller has not transferred the Mortgage Loans to the Purchaser with any
            intent
            to hinder, delay or defraud any of its creditors;

           

          (h)  There
            are
            no actions or proceedings against, or investigations known to it of,
            the Seller
            before any court, administrative or other tribunal (A) that might prohibit
            its
            entering into this Agreement, (B) seeking to prevent the sale of the
            Mortgage
            Loans or the consummation of the transactions contemplated by this Agreement
            or
            (C) that might prohibit or materially and adversely affect the performance
            by
            the Seller of its obligations under, or validity or enforceability of,
            this
            Agreement;

           

          (i)  No
            consent, approval, authorization or order of any court or governmental
            agency or
            body is required for the execution, delivery and performance by the Seller
            of,
            or compliance by the Seller with, this Agreement or the consummation
            of the
            transactions contemplated by this Agreement, except for such consents,
            approvals, authorizations or orders, if any, that have been
            obtained;

           

          (j)  The
            consummation of the transactions contemplated by this Agreement are in
            the
            ordinary course of business of the Seller. The sale of the Mortgage Loans
            is in
            the ordinary course of business of the Seller and the assignment and
            conveyance
            of the Mortgage Notes and the Mortgages by the Seller are not subject
            to the
            bulk transfer or any similar statutory provisions;

           

          (k)  Except
            with respect to liens released immediately prior to the transfer herein
            contemplated, each Mortgage Note and related Mortgage have not been assigned
            or
            pledged and immediately prior to the transfer and assignment herein
            contemplated, the Seller held good, marketable and indefeasible title
            to, and
            was the sole owner and holder of, each Mortgage Loan subject to no liens,
            charges, mortgages, claims, participation interests, equities, pledges
            or
            security interests of any nature, encumbrances or rights of others
            (collectively, a “Lien”); the Seller has full right and authority under all
            governmental and regulatory bodies having jurisdiction over the Seller,
            subject
            to no interest or participation of, or agreement with, any party, to
            sell and
            assign the same pursuant to this Agreement; and immediately upon the
            transfers
            and assignments herein contemplated. The Seller shall have transferred
            all of
            its right, title and interest in and to each Mortgage Loan and the Trustee
            will
            hold good, marketable and indefeasible title to, and be the sole owner
            of, each
            Mortgage Loan subject to no Liens.

           

          (l)  The
            Seller does not believe, nor does it have any reason or cause to believe,
            that
            it cannot perform each and every covenant contained in this Agreement;
            and

           

          (m)  Except
            with respect to any statement regarding the intentions of the Purchaser,
            or any
            other statement contained herein the truth or falsity of which is dependant
            solely upon the actions of the Purchaser, this Agreement does not contain
            any
            untrue statement of material fact or omit to state a material fact necessary
            to
            make the statements contained herein not misleading. The written statements,
            reports and other documents prepared and furnished or to be prepared
            and
            furnished by the Seller pursuant to this Agreement or in connection with
            the
            transactions contemplated hereby taken in the aggregate do not contain
            any
            untrue statement of material fact or omit to state a material fact necessary
            to
            make the statements contained therein not misleading.

           

          Section
            3.03  Remedies
            for Breach of Representations and Warranties.
            It is
            understood and agreed that the representations and warranties set forth
            in
            Subsections 3.01 and 3.02 shall survive the sale of the Mortgage Loans
            to the
            Purchaser and shall inure to the benefit of the Purchaser, notwithstanding
            any
            restrictive or qualified endorsement on any Mortgage Note or Assignment
            or the
            examination or lack of examination of any Mortgage File. With respect
            to the
            representations and warranties contained herein that are made to the
            knowledge
            or the best knowledge of the Seller, or as to which the Seller has no
            knowledge,
            if it is discovered that the substance of any such representation and
            warranty
            is inaccurate and the inaccuracy materially and adversely affects the
            value of
            the related Mortgage Loan, or the interest therein of the Purchaser or
            the
            Purchaser’s assignee, designee or transferee, then notwithstanding the Seller’s
            lack of knowledge with respect to the substance of such representation
            and
            warranty being inaccurate at the time the representation and warranty
            was made,
            such inaccuracy shall be deemed a breach of the applicable representation
            and
            warranty and the Seller shall take such action described in the following
            paragraphs of this Section 3.03 in respect of such Mortgage Loan. Upon
            discovery
            by either the Seller or the Purchaser of a breach of any of the foregoing
            representations and warranties that materially and adversely affects
            the value
            of the Mortgage Loans or the interest of the Purchaser (or which materially
            and
            adversely affects the interests of the Purchaser in the related Mortgage
            Loan in
            the case of a representation and warranty relating to a particular Mortgage
            Loan), the party discovering such breach shall give prompt written notice
            to the
            other. It is understood by the parties hereto that a breach of the
            representations and warranties made in Section 3.01(ss), (yy), (zz),
            (aaa),
            (bbb) and (ddd) will be deemed to materially and adversely affect the
            value of
            the related Mortgage Loan or the interest of the Purchaser.

           

          Within
            120 days of the earlier of either discovery by or notice to the Seller
            of any
            breach of a representation or warranty made by the Seller that materially
            and
            adversely affects the value of a Mortgage Loan or the Mortgage Loans
            or the
            interest therein of the Purchaser, the Seller shall use its best efforts
            promptly to cure such breach in all material respects and, if such breach
            cannot
            be cured, the Seller shall, at the Purchaser’s option, repurchase such Mortgage
            Loan at the Purchase Price. In the event that a breach shall involve
            any
            representation or warranty set forth in Subsection 3.02 and such breach
            cannot
            be cured within 120 days of the earlier of either discovery by or notice
            to the
            Seller of such breach, all of the Mortgage Loans shall, at the Purchaser’s
            option be repurchased by the Seller at the Purchase Price. The Seller
            may, at
            the request of the Purchaser and assuming the Seller has a Qualified
            Substitute
            Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided
            above, remove such Mortgage Loan and substitute in its place a Qualified
            Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified
            Substitute Mortgage Loan or Loans, it shall repurchase the deficient
            Mortgage
            Loan. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing
            provisions
            of this Section 3.03 shall occur on a date designated by the Purchaser
            and shall
            be accomplished by deposit in accordance with Section 2.03 of the Pooling
            and
            Servicing Agreement. Any repurchase or substitution required by this
            Section
            shall be made in a manner consistent with Section 2.03 of the Pooling
            and
            Servicing Agreement.

           

          Notwithstanding
            the foregoing, within 90 days of the earlier of either discovery by or
            notice to
            the Seller of a breach of the representation of the Seller set forth
            in Section
            3.01(ww), the Seller shall repurchase such Mortgage Loan at the Purchase
            Price
            or substitute a Qualified Substitute Mortgage Loan for such Mortgage
            Loan, in
            each case, in accordance with the provisions set forth above.

           

          Notwithstanding
            the foregoing, within 90 days of the earlier of discovery by the Seller
            or
            receipt of notice by the Seller of the breach of the representation of
            the
            Seller set forth in Section 3.01(tt) above which materially and adversely
            affects the interests of the Holders of the Class P Certificates in any
            Prepayment Charge, the Seller shall pay the amount of the scheduled Prepayment
            Charge, for the benefit of the Holders of the Class P Certificates, by
            depositing such amount into the Collection Account, net of any amount
            previously
            collected by the Servicer and paid by the Servicer, for the benefit of
            the
            Holders of the Class P Certificates, in respect of such Prepayment
            Charge.

           

          At
            the
            time of substitution or repurchase of any deficient Mortgage Loan, the
            Purchaser
            and the Seller shall arrange for the reassignment of the repurchased
            or
            substituted Mortgage Loan to the Seller and the delivery to the Seller
            of any
            documents held by the Trustee relating to the deficient or repurchased
            Mortgage
            Loan. In the event the Purchase Price is deposited in the Collection
            Account.
            The Seller shall, simultaneously with such deposit, give written notice
            to the
            Purchaser that such deposit has taken place. Upon such repurchase, the
            Mortgage
            Loan Schedule shall be amended to reflect the withdrawal of the repurchased
            Mortgage Loan from this Agreement.

           

          As
            to any
            Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute
            Mortgage Loan or Loans, the Seller shall effect such substitution by
            delivering
            to the Purchaser or its designee for such Qualified Substitute Mortgage
            Loan or
            Loans the Mortgage Note, the Mortgage, the Assignment and such other
            documents
            and agreements as are required by the Pooling and Servicing Agreement.
            with the
            Mortgage Note endorsed as required therein. The Seller shall remit for
            deposit
            in the Collection Account the Monthly Payment due on such Qualified Substitute
            Mortgage Loan or Loans in the month following the date of such substitution.
            Monthly payments due with respect to Qualified Substitute Mortgage Loans
            in the
            month of substitution will be retained by the Seller. For the month of
            substitution, distributions to the Purchaser will include the Monthly
            Payment
            due on such Deleted Mortgage Loan in the month of substitution, and the
            Seller
            shall thereafter be entitled to retain all amounts subsequently received
            by the
            Seller in respect of such Deleted Mortgage Loan. Upon such substitution,
            the
            Qualified Substitute Mortgage Loans shall be subject to the terms of
            this
            Agreement in all respects, and the Seller shall be deemed to have made
            with
            respect to such Qualified Substitute Mortgage Loan or Loans as of the
            date of
            substitution, the covenants, representations and warranties set forth
            in
            Subsections 3.01 and 3.02.

           

          It
            is
            understood and agreed that the representations and warranties set forth
            in
            Sections 3.01 and 3.02 shall survive delivery of the respective Mortgage
            Files
            to the Trustee on behalf of the Purchaser.

           

          It
            is
            understood and agreed that the obligations of the Seller set forth in
            this
            Section 3.03 to cure, repurchase and substitute for a defective Mortgage
            Loan
            and the obligations of the Seller to indemnify the Purchaser as provided
            in
            Section 5.01 constitute the sole remedies of the Purchaser respecting
            a missing
            or defective document or a breach of the representations and warranties
            contained in Section 3.01 or 3.02.

           

          ARTICLE
            IV.

           

          SELLER’S
            COVENANTS

           

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

           

          ARTICLE
            V.

           

          INDEMNIFICATION
            WITH RESPECT TO THE MORTGAGE LOANS

           

          Section
            5.01  Indemnification. 

           

          (a) The
            Seller indemnifies and holds harmless the Purchaser, its respective officers
            and
            directors and each person, if any, who controls the Purchaser within
            the meaning
            of Section 15 of the Securities Act or Section 20 of the Exchange Act,
            as
            follows:

           

          (i)  against
            any and all losses, claims, expenses, damages or liabilities, joint or
            several,
            to which the Purchaser or such controlling person may become subject
            under the
            Securities Act or otherwise, insofar as such losses, claims, damages
            or
            liabilities (or actions in respect thereof including, but not limited
            to, any
            loss, claim, expense, damage or liability related to purchases and sales
            of the
            Certificates) arise out of or are based upon any untrue statement or
            alleged
            untrue statement of any material fact contained in the Prospectus Supplement,
            or
            any amendment or supplement thereto, or arise out of, or are based upon,
            the
            omission or alleged omission to state therein a material fact required
            to be
            stated therein or necessary to make the statements made therein not misleading,
            to the extent that any untrue statement or alleged untrue statement therein
            results (or is alleged to have resulted) from an error or material omission
            in
            the information concerning the Seller Information furnished by the Seller
            to the
            Purchaser for use in the preparation of the Prospectus Supplement, which
            error
            was not superseded or corrected by the delivery to the Purchaser of corrected
            written or electronic information, or for which the Seller provided written
            notice of such error to the Purchaser prior to the confirmation of the
            sale of
            the Certificates; and will reimburse the Purchaser and each such controlling
            person for any legal or other expenses reasonably incurred by the Purchaser
            or
            such controlling person in connection with investigating or defending
            any such
            loss, claim, damage. liability or action as such expenses are
            incurred;

           

          (ii)  against
            any and all loss, liability, claim, damage and expense whatsoever, to
            the extent
            of the aggregate amount paid in settlement of any litigation, or investigation
            or proceeding by any governmental agency or body, commenced or threatened,
            or of
            any claim whatsoever based upon any such untrue statement or omission,
            or any
            such alleged untrue statement or omission, if such settlement is effected
            with
            the written consent of the Purchaser; and

           

          (iii)  against
            any and all expense whatsoever (including the fees and disbursements
            of counsel
            chosen by the Purchaser), reasonably incurred in investigating, preparing
            or
            defending against any litigation, or investigation or proceeding by any
            governmental agency or body. commenced or threatened, or any claim whatsoever
            based upon any such untrue statement or omission, or any such alleged
            untrue
            statement or omission, to the extent that any such expense is not paid
            under
            clause (i) or clause (ii) above.

           

          This
            indemnity agreement will be in addition to any liability which the Seller
            may
            otherwise have.

           

          (b) Promptly
            after receipt by any indemnified party under this Article V of notice
            of any
            claim or the commencement of any action, such indemnified party shall,
            if a
            claim in respect thereof is to be made against any indemnifying party
            under this
            Article V, notify the indemnifying party in writing of the claim or the
            commencement of that action; provided,
            however,
            that
            the failure to notify an indemnifying party shall not relieve it from
            any
            liability which it may have under this Article V except to the extent
            it has
            been materially prejudiced by such failure and, provided further, that
            the
            failure to notify any indemnifying party shall not relieve it from any
            liability
            which it may have to any indemnified party otherwise than under this
            Article
            V.

           

          If
            any
            such claim or action shall be brought against an indemnified party, and
            it shall
            notify the indemnifying party thereof, the indemnifying party shall be
            entitled
            to participate therein and, to the extent that it wishes, jointly with
            any other
            similarly notified indemnifying party, to assume the defense thereof
            with
            counsel reasonably satisfactory to the indemnified party. After notice
            from the
            indemnifying party to the indemnified party of its election to assume
            the
            defense of such claim or action, the indemnifying party shall not be
            liable to
            the indemnified party under this Article V for any legal or other expenses
            subsequently incurred by the indemnified party in connection with the
            defense
            thereof other than reasonable costs of investigation.

           

          Any
            indemnified party shall have the right to employ separate counsel in
            any such
            action and to participate in the defense thereof, but the fees and expenses
            of
            such counsel shall be at the expense of such indemnified party unless:
            (i) the
            employment thereof has been specifically authorized by the indemnifying
            party in
            writing; (ii) such indemnified party shall have been advised in writing
            by such
            counsel that there may be one or more legal defenses available to it
            which are
            different from or additional to those available to the indemnifying party
            and in
            the reasonable judgment of such counsel it is advisable for such indemnified
            party to employ separate counsel; or (iii) the indemnifying party has
            failed to
            assume the defense of such action and employ counsel reasonably satisfactory
            to
            the indemnified party, in which case, if such indemnified party notifies
            the
            indemnifying party in writing that it elects to employ separate counsel
            at the
            expense of the indemnifying party, the indemnifying party shall not have
            the
            right to assume the defense of such action on behalf of such indemnified
            party,
            it being understood, however, the indemnifying party shall not, in connection
            with any one such action or separate but substantially similar or related
            actions in the same jurisdiction arising out of the same general allegations
            or
            circumstances, be liable for the reasonable fees and expenses of more
            than one
            separate firm of attorneys (in addition to local counsel) at any time
            for all
            such indemnified parties, which firm shall be designated in writing by
            the
            Purchaser, if the indemnified parties under this Article V consist of
            the
            Purchaser.

           

          Each
            indemnified party, as a condition of the indemnity agreements contained
            in
            Section 5.01 (a) and (b) hereof, shall use its best efforts to cooperate
            with
            the indemnifying party in the defense of any such action or claim. No
            indemnifying party shall be liable for any settlement of any such action
            effected without its written consent (which consent shall not be unreasonably
            withheld), but if settled with its written consent or if there be a final
            judgment for the plaintiff in any such action, the indemnifying party
            agrees to
            indemnify and hold harmless any indemnified party from and against any
            loss or
            liability by reason of such settlement or judgment. Notwithstanding the
            foregoing sentence, if at any time an indemnified party shall have requested
            an
            indemnifying party to consent to a settlement of any action, the indemnifying
            party agrees that it shall be liable for any settlement of any proceeding
            effected without its written consent if such settlement is entered into
            more
            than 30 days after receipt by such indemnifying party of the aforesaid
            request
            and the indemnifying party has not previously provided the indemnified
            party
            with written notice of its objection to such settlement. No indemnifying
            party
            shall effect any settlement of any pending or threatened proceeding in
            respect
            of which an indemnified party is or could have been a party and indemnity
            is or
            could have been sought hereunder, without the written consent of such
            indemnified party, unless settlement includes an unconditional release
            of such
            indemnified party from all liability and claims that are the subject
            matter of
            such proceeding.

           

          (c) In
            order
            to provide for just and equitable contribution in circumstances in which
            the
            indemnity agreement provided for in this Article is for any reason held
            to be
            unenforceable although applicable in accordance with its terms, the Seller,
            on
            the one hand, and the Purchaser, on the other, shall contribute to the
            aggregate
            losses, liabilities, claims, damages and expenses of the nature contemplated
            by
            said indemnity agreement incurred by the Seller and the Purchaser in
            such
            proportions as shall be appropriate to reflect the relative benefits
            received by
            the Seller on the one hand and the Purchaser on the other from the sale
            of the
            Mortgage Loans; provided,
            however,
            that no
            person guilty of fraudulent misrepresentation (within the meaning of
            Section 11
            (f) of the Securities Act) shall be entitled to contribution from any
            person who
            was not guilty of such fraudulent misrepresentation. For purposes of
            this
            Section, each officer and director of the Purchaser and each person,
            if any, who
            controls the Purchaser within the meaning of Section 15 of the Securities
            Act
            shall have the same rights to contribution as the Purchaser and each
            director of
            the Seller, each officer of the Seller, and each person, if any, who
            controls
            the Seller within the meaning of Section 15 of the Securities Act shall
            have the
            same rights to contribution as the Seller.

           

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

           

          ARTICLE
            VI.

           

          TERMINATION

           

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

           

          ARTICLE
            VII.

           

          MISCELLANEOUS
            PROVISIONS

           

          Section
            7.01  Amendment.
            This
            Agreement may be amended from time to time by the Seller and the Purchaser,
            by
            written agreement
            signed by the Seller and the Purchaser.

           

          Section
            7.02  Governing
            Law.
            This
            Agreement shall be governed by and construed in accordance with the laws
            of the
            State of New York and the obligations, rights and remedies of the parties
            hereunder shall be determined in accordance with such laws.

           

          Section
            7.03  Notices.
            All
            demands, notices and communications hereunder shall be in writing and
            shall be
            deemed to have been duly given if personally delivered at or mailed by
            registered mail, postage prepaid, addressed as follows: (i) if to the
            Seller,
            Greenwich Capital Financial Products, Inc., 600 Steamboat Road, Greenwich,
            Connecticut 06830, Attention: Legal, or such other address as may hereafter
            be
            furnished to the Purchaser in writing by the Seller and (ii) if to the
            Purchaser, Financial Asset Securities Corp., 600 Steamboat Road, Greenwich,
            Connecticut 06830, Attention: Legal, or such other address as may hereafter
            be
            furnished to the Seller in writing by the Purchaser.

           

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

           

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

           

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

           

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

           

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

           

          Section
            7.08  Successors
            and Assigns; Assignment of Purchase Agreement.
            This
            Agreement shall bind and inure to the benefit of and be enforceable by
            the
            Seller, the Purchaser and the Trustee.

           

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

           

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

           


          IN
            WITNESS WHEREOF, the Seller and the Purchaser have caused their names
            to be
            signed to this Mortgage Loan Purchase Agreement by their respective officers
            thereunto duly authorized as of the day and year first above
            written.

           

          
            	 	 	 
	 	
                    FINANCIAL
                      ASSET SECURITIES CORP.,

                    as
                      Purchaser

                  
	 
 	 
 	 
 
	 	By:  	 
	 	Name:   	
                    

                  
	 	
                    Title:

                  	 


          

           

          
            
              	 	 	 
	 	
                      GREENWICH
                        CAPITAL FINANCIAL PRODUCTS, INC., as Seller

                    
	 
 	 
 	 
 
	 	By:  	 
	 	Name:   	
                      

                    
	 	
                      Title:

                    	 


            

             

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          SCHEDULE
            I

           

          MORTGAGE
            LOANS

           

          SEE
            EXHIBIT D TO

          POOLING
            AND SERVICING AGREEMENT

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

         

        MORTGAGE
          LOAN SCHEDULE

         

        Available
          Upon Request

        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          E

         

        REQUEST
          FOR RELEASE

         

        To:      
            [Address
          for Custodian: Mortgage Document Custody

        Wells
          Fargo Corporate Trust Services

        24
          Executive Park, Suite 100 

        Irvine,
          California 92614]


         

        
          	 	Re:	
                  Custodial
                    Agreement, dated as of June 1, 2006, among Deutsche

                  Bank
                    National Trust Company as the Trustee, National City Home Loan
                    Services,
                    Inc. as Servicer and Wells
                    Fargo Bank, N.A.
                    as
                    the Custodian

                


        

         

        In
          connection with the administration of the Mortgage Loans included in the
          Trust
          Fund established pursuant to the Pooling and Servicing Agreement dated
          as of
          June 1, 2006, among Financial Asset Securities Corp. as Depositor, National
          City
          Home Loan Services, Inc., as Servicer, and Deutsche Bank National Trust
          Company,
          a national banking association, as Trustee and held by you as Custodian
          pursuant
          to the above-captioned Custodial Agreement, we request the release, and
          hereby
          acknowledge receipt of the Custodial File for the Mortgage Loan described
          below,
          for the reason indicated.

         

        Mortgage
          Loan Number:

         

        Mortgagor
          Name, Address & Zip Code:

         

        Reason
          for Requesting Documents (check one):

         

        
          	
                  _________1.

                	
                  Mortgage
                    Paid in Full

                
	
                  _________2.

                	
                  Foreclosure

                
	
                  _________3.

                	
                  Substitution

                
	
                  _________4.

                	
                  Other
                    Liquidation (Repurchases, etc.)

                
	
                  _________5.

                	
                  Nonliquidation Reason:_____________________

                


        

        Address
          to which Trustee should deliver

         

        the
          Custodial File:

         

        
          	 
	 


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


         

        
          	 	
                  By:

                	 
	 	 	
                  (authorized
                    signer)

                
	 	
                  Issuer:

                	 
	 	
                  Address:

                	 
	 	
                  Date:

                	 


        

        


         

        Custodian

        


        Wells
          Fargo Bank, N.A.

        


        Please
          acknowledge the execution of the above request by your signature and date
          below:

         

        
          	
                  ____________________________

                	
                  __________________

                
	
                  Signature

                	
                  Date

                
	 	 
	
                  Documents
                    returned to Custodian:

                	 
	
                  ______________________________

                	
                  __________________

                
	
                  Custodian

                	
                  Date

                


        

        


        



        EXHIBIT
          F-1

         

        [FORM
          OF
          TRUSTEE’S INITIAL CERTIFICATION

         

        June
          __,
          2006

         

        Financial
          Asset Securities Corp.

        600
          Steamboat Road

        Greenwich,
          Connecticut 06830

        
           

          
            	 	Re:	
                    Pooling
                      and Servicing Agreement dated as of June 1, 2006, among 
                      Financial
                        Asset Securities Corp. as Depositor, National City Home Loan
                        Services,
                        Inc., as Servicer, and Deutsche Bank National Trust Company,
                        a
                        

                      national
                        banking association, as
                        Trustee

                    

                  


          

           

        

        Ladies
          and Gentlemen:

         

        Attached
          is the Trustee’s preliminary exception report delivered in accordance with
          Section 2.02 of the referenced Pooling and Servicing Agreement (the “Pooling and
          Servicing Agreement”). Capitalized terms used but not otherwise defined herein
          shall have the meanings set forth in the Pooling and Servicing
          Agreement.

         

        The
          Trustee has made no independent examination of any documents contained
          in each
          Mortgage File beyond the review specifically required in the Pooling and
          Servicing Agreement. The Trustee makes no representations as to (i) the
          validity, legality, sufficiency, enforceability or genuineness of any of
          the
          documents contained in the Mortgage File pertaining to the Mortgage Loans
          identified on the Mortgage Loan Schedule, (ii) the collectability, insurability,
          effectiveness or suitability of any such Mortgage Loan or (iii) whether
          any
          Mortgage File includes any of the documents specified in clause (vi) of
          Section
          2.01 of the Pooling and Servicing Agreement.

         

        
          	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:]

                	 


        

        


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        [FORM
          OF
          CUSTODIAN’S INITIAL CERTIFICATION

        _____,
          2006

        Trust
          Receipt #: ____ 

        Original
          Principal Balance of the Mortgage Loans:$_______

        


        
          	
                  Deutsche
                    Bank National Trust Company

                  1761
                    East St. Andrew Place

                  Santa
                    Ana, California 92705-4934

                  Attention:
                    Trust Administration GC04FFH4

                   

                	
                  Financial
                    Asset Securities Corp.

                  600
                    Steamboat Road

                  Greenwich,
                    Connecticut 08630

                
	
                  Greenwich
                    Capital Markets, Inc.

                  600
                    Steamboat Road

                  Greenwich,
                    Connecticut 08630

                   

                	 


        

        
          	 	
                  Re:

                	
                  Custodial
                    Agreement, dated as of June 1, 2006, among Deutsche Bank National
                    Trust
                    Company as the Trustee, National City Home Loan Sevices, Inc.
                    as Servicer
                    and Wells
                    Fargo Bank, N.A.
                    as
                    the Custodian

                


        

         

        Ladies
          and Gentlemen:

        In
          accordance with the provisions of Section 3 of the above-referenced Custodial
          Agreement, the undersigned, as the Custodian, hereby certifies that it
          is
          holding the Mortgage Loans identified on the schedule attached hereto for
          the
          exclusive benefit of the Trustee pursuant to the terms and conditions of
          the
          Custodial Agreement, and it has received a Custodial File with respect
          to each
          such Mortgage Loan (other than any Mortgage Loan specifically identified
          on the
          exception report attached hereto) and that with respect to each such Mortgage
          Loan: (i) all documents required to be delivered to it pursuant to Section
          2.01
          of this Agreement are in its possession, (ii) such documents have been
          reviewed
          by it and have not been mutilated, damaged or torn and appear on their
          face to
          relate to such Mortgage Loan and (iii) based on its examination and only
          as to
          the foregoing, the information set forth in the Mortgage Loan Schedule
          that
          corresponds to items (1) and (3) of the definition of “Mortgage Loan Schedule”
in the Pooling and Servicing Agreement accurately reflects information
          set forth
          in the Custodial File.

         

        The
          Custodian hereby confirms that it is holding each such Custodial File as
          agent
          and bailee of and custodian for the exclusive use and benefit of the Trustee
          pursuant to the terms of the Custodial Agreement.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Capitalized
          terms used herein shall have the meaning ascribed to them in the Custodial
          Agreement. 

         

        
          	 	
                  WELLS
                    FARGO
                    BANK, N.A. 

                  (Custodian)

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:]

                	 


        

        


         

        



        EXHIBIT
          F-2

         

        [FORM
          OF
          TRUSTEE’S FINAL CERTIFICATION

         

        ________________

        [Date]

         

        Financial
          Asset Securities Corp.

        600
          Steamboat Road

        Greenwich,
          Connecticut 06830

         

        
          	 	
                  Re:

                	
                  Pooling
                    and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as
                    of June 1, 2006 among Financial Asset Securities Corp., as Depositor,
                    National City Home Loan Services, Inc., as Servicer and Deutsche
                    Bank
                    National Trust Company, as Trustee with respect to First Franklin
                    Mortgage
                    Loan Trust 2006-FF8, Asset-Backed Certificates, Series
                    2006-FF8

                


        

         

        Ladies
          and Gentlemen:

         

        In
          accordance with Section 2.02 of the Pooling and Servicing Agreement, the
          undersigned, as Trustee, hereby certifies that as to each Mortgage Loan
          listed
          in the Mortgage Loan Schedule (other than any Mortgage loan paid in full
          or
          listed on Schedule I hereto) it (or its custodian) has received the applicable
          documents listed in Section 2.01 of the Pooling and Servicing
          Agreement.

         

        The
          undersigned hereby certifies that as to each Mortgage Loan identified on
          the
          Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule
          I
          hereto, it has reviewed the documents listed above and has determined that
          each
          such document appears to be complete and, based on an examination of such
          documents, the information set forth in items 1, 3, 10, 11 and 15 of the
          definition of Mortgage Loan Schedule in the Pooling and Servicing Agreement
          accurately reflects information in the Mortgage File.

         

        Capitalized
          words and phrases used herein shall have the respective meanings assigned
          to
          them in the Pooling and Servicing Agreement. This Certificate is qualified
          in
          all respects by the terms of said Pooling and Servicing Agreement.

         

        
          	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:]

                	 


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        [FORM
          OF
          CUSTODIAN’S FINAL CERTIFICATION 

        


        TRUST
          RECEIPT # ___

        ______,
          2006

        Aggregate
          Amount of Mortgage Loans: _____

        Original
          Principal Balance of Aggregate Mortgage Loans: __________

        


        
          	
                  Deutsche
                    Bank National Trust Company

                  1761
                    East St. Andrew Place

                  Santa
                    Ana, California 92705-4934

                  Attention:
                    Trust Administration GC04FFH4

                   

                	
                  Financial
                    Asset Securities Corp.

                  600
                    Steamboat Road

                  Greenwich,
                    Connecticut 08630

                
	
                  Greenwich
                    Capital Markets, Inc.

                  600
                    Steamboat Road

                  Greenwich,
                    Connecticut 08630

                   

                	 


        

        
          	 	
                  Re:

                	
                  Custodial
                    Agreement, dated as of June 1, 2006, among Deutsche Bank National
                    Trust
                    Company as the Trustee, National City Home Loan Sevices, Inc.
                    as Servicer
                    and Wells
                    Fargo Bank, N.A.
                    as
                    the Custodian

                


        

        


        Ladies
          and Gentlemen:

        


        In
          accordance with the provisions of Section 4 of the above-referenced Custodial
          Agreement, the undersigned, as the Custodian, hereby certifies that as
          to each
          Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage
          Loan
          paid in full or any Mortgage Loan listed on the attachment hereto) it has
          reviewed the Custodial Files and has determined that (i) all documents
          required
          to be delivered to it pursuant to Sections 2(i), (ii), (iii), (iv) and
          (v) of
          the Custodial Agreement are in its possession and to the extent provided
          in the
          Custodial Files paragraph (v) of Section 2 of the Custodial Agreement are
          in its
          possession; (ii) such documents have been reviewed by it and appear regular
          on
          their face and relate to such Mortgage Loan; (iii) based on its examination
          and
          only as to the foregoing documents, the information set forth in items
          (1) and
          (3) of the definition of “Mortgage Loan Schedule” in the Pooling and Servicing
          Agreement accurately reflects information set forth in the Custodial File;
          and
          (iv) each Mortgage Note has been endorsed as provided in Section 2 of the
          Custodial Agreement and each Mortgage has been assigned in accordance with
          Section 2 of the Custodial Agreement. The Custodian makes no representations
          as
          to (i) the validity, legality, enforceability, sufficiency, due authorization
          or
          genuineness of any of the documents contained in each Custodial File or
          of any
          of the Mortgage Loans or (ii) the collectability, insurability, effectiveness
          or
          suitability of any such Mortgage Loan.

         

        The
          Custodian hereby confirms that it is holding each such Custodial File as
          agent
          and bailee of, and custodian for the exclusive use and benefit, and subject
          to
          the sole direction, of the Trustee pursuant to the terms and conditions
          of the
          Custodial Agreement.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Capitalized
          terms used herein shall have the meaning ascribed to them in the Custodial
          Agreement.

         

        
          	 	
                  WELLS
                    FARGO
                    BANK, N.A. 

                  (Custodian)

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title]

                	 


        

        


         

         


        EXHIBIT
          F-3

         

        FORM
          OF
          RECEIPT OF MORTGAGE NOTE

         

        


         

        Financial
          Asset Securities Corp.

        600
          Steamboat Road

        Greenwich,
          Connecticut 06830

        
           

          
            	 	
                    Re:

                  	
                    
                      First
                        Franklin Mortgage Loan Trust 2006-FF8,

                      Asset-Backed
                        Certificates Series 2006-FF8

                    

                  


          

           

        

        Ladies
          and Gentlemen:

         

        Pursuant
          to Section 3 of the Custodial Agreement, dated as of June 1, 2006, among
          Deutsche Bank National Trust Company as the Trustee, National City Home
          Loan
          Sevices, Inc. as Servicer and Wells
          Fargo Bank, N.A.
          as the
          Custodian, we hereby acknowledge the receipt of the original Mortgage Notes
          with
          any exceptions thereto listed on Exhibit 2.

        


        
          	 	
                  WELLS
                    FARGO BANK, N.A.

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          G

         

        FORM
          OF
          CUSTODIAL AGREEMENT

         

        

          
            	 


          

          


           

           

          DEUTSCHE
            BANK NATIONAL TRUST COMPANY, as Trustee

          for
            the
            First Franklin Mortgage Loan Trust 2006-FF8,

          Asset
            Backed Certificates, Series 2006-FF8

           

           

          and

           

           

          WELLS
            FARGO BANK, N.A.,

          as
            Custodian

           

           

          and

           

           

          NATIONAL
            CITY HOME LOAN SERVICES, INC.,

          as
            Servicer

          


           

           

          CUSTODIAL
            AGREEMENT

           

          As
            of
            June 1, 2006

           

           

           

          
            	 


          

           

          


           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          TABLE
            OF CONTENTS

           

          
            	 Section
                    	 
	
                    1.

                  	
                    Definitions.

                  
	
                    2.

                  	
                    Delivery
                      of Custodial Files.

                  
	
                    3.

                  	
                    Custodian’s
                      Receipt, Examination and Certification of Mortgage Files; Initial
                      Trust
                      Receipt Delivered by the Custodian.

                  
	
                    4.

                  	
                    Obligations
                      of the Custodian.

                  
	
                    5.

                  	
                    Final
                      Trust Receipt.

                  
	
                    6.

                  	
                    Future
                      Defects.

                  
	
                    7.

                  	
                    Release
                      for Servicing.

                  
	
                    8.

                  	
                    Release
                      for Payment.

                  
	
                    9.

                  	
                    Fees
                      and Expenses of Custodian.

                  
	
                    10.

                  	
                    Removal
                      of Custodian.

                  
	
                    11.

                  	
                    Transfer
                      of Custodial Files.

                  
	
                    12.

                  	
                    Examination
                      of Custodial Files.

                  
	
                    13.

                  	
                    Insurance
                      of Custodian.

                  
	
                    14.

                  	
                    Counterparts.

                  
	
                    15.

                  	
                    Periodic
                      Statements.

                  
	
                    16.

                  	
                    GOVERNING
                      LAW.

                  
	
                    17.

                  	
                    Copies
                      of Mortgage Documents.

                  
	
                    18.

                  	
                    No
                      Adverse Interest of Custodian.

                  
	
                    19.

                  	
                    Termination
                      by Custodian.

                  
	
                    20.

                  	
                    Term
                      of Agreement.

                  
	
                    21.

                  	
                    Notices.

                  
	
                    22.

                  	
                    Successors
                      and Assigns.

                  
	
                    23.

                  	
                    Indemnification
                      of Custodian.

                  
	
                    24.

                  	
                    Reliance
                      of Custodian.

                  
	
                    25.

                  	
                    Transmission
                      of Custodial Files.

                  
	
                    26.

                  	
                    Authorized
                      Representatives.

                  
	
                    27.

                  	
                    Reproduction
                      of Documents.

                  
	
                    28.

                  	
                    Amendment.

                  
	
                    29.

                  	
                    Compliance
                      with Regulation AB.

                  
	
                    30.

                  	
                    Limitation
                      of Liability.

                  


          

           

           

          EXHIBITS

          
            	
                    EXHIBIT
                      1

                  	
                    FORM
                      OF TRUST RECEIPT AND INITIAL CERTIFICATION

                  
	
                    EXHIBIT
                      2

                  	
                    FORM
                      OF FINAL TRUST RECEIPT

                  
	
                    EXHIBIT
                      3 

                  	
                    FORM
                      OF REQUEST FOR RELEASE OF DOCUMENTS

                  
	
                    EXHIBIT
                      4

                  	
                    AUTHORIZED
                      REPRESENTATIVES OF SERVICER

                  
	
                    EXHIBIT
                      5

                  	
                    AUTHORIZED
                      REPRESENTATIVES OF TRUSTEE

                  
	
                    EXHIBIT
                      6

                  	
                    AUTHORIZED
                      REPRESENTATIVES OF CUSTODIAN 

                  
	
                    EXHIBIT
                      7

                  	
                    MORTGAGE
                      LOAN SCHEDULE

                  
	
                    EXHIBIT
                      8

                  	
                    FORM
                      OF RECEIPT OF MORTGAGE NOTE

                  


          

          


          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

              
              

            

          



           

          THIS
            CUSTODIAL AGREEMENT, dated as of June 1, 2006, among Deutsche Bank National
            Trust Company, having an address at 1761
            East
            St. Andrew Place, Santa Ana, California 92705-4934, not individually
            but solely
            as trustee for First Franklin Mortgage Loan Trust 2006-FF8, Asset-Backed
            Certificates, Series 2006-FF8 (the “Trustee”), Wells Fargo Bank, N.A. as
            custodian, having an address at 24 Executive Park, Suite 100, Irvine,
            California
            92614 (the “Custodian”) and National City Home Loan Services, Inc. as servicer
            (the “Servicer”), having an address at 150 Allegheny Center, Locator 47-23-501,
            Pittsburgh, Pennsylvania 15212-5356.

           

           

          W I T N E S S E T H

           

          WHEREAS,
            Financial Asset Securities Corp. (the “Depositor”) has agreed to purchase
            certain first-lien, fixed-rate and adjustable-rate mortgage loans (the
“Mortgage
            Loans”) from Greenwich Capital Financial Products, Inc. (the “Seller”), pursuant
            to the terms and conditions of a Mortgage Loan Purchase Agreement, dated
            as of
            June 6, 2006, between the Depositor and the Seller (the “Purchase
            Agreement”);

           

          WHEREAS,
            the Servicer is to service the Mortgage Loans on behalf of First Franklin
            Mortgage Loan Trust 2006-FF8, under a Pooling and Servicing Agreement,
            dated as
            of June 1, 2006, among the Depositor, the Servicer and the Trustee (the
“Pooling
            and Servicing Agreement”); and

           

          WHEREAS,
            the Custodian is a national banking association chartered under the laws
            of the
            United States of America and regulated by the Comptroller of the Currency,
            and
            is otherwise authorized to act as Custodian pursuant to this Agreement.
            With
            respect to each of the Mortgage Loans set forth on the Mortgage Loan
            Schedule
            attached as Exhibit 8 hereto, the Servicer desires to have the Custodian
            take
            possession of the Mortgages and Mortgage Notes, along with certain other
            documents specified herein, as the custodian of the Trustee, in accordance
            with
            the terms and conditions hereof.

           

          NOW
            THEREFORE, in consideration of the mutual undertakings herein expressed,
            the
            parties hereto hereby agree as follows:

           

          1.  Definitions.

           

          Any
            capitalized terms used but not defined herein shall have the meanings
            ascribed
            to them in the Pooling and Servicing Agreement.

           

          2.  Delivery
            of Custodial Files.

           

          The
            Depositor has delivered and released, or will cause to be delivered and
            released, to the Custodian on or prior to the Closing Date the following
            documents pertaining to each of the Mortgage Loans identified in the
            Mortgage
            Loan Schedule (the “Custodial File”):

           

          (i)  the
            original Mortgage Note, endorsed either (A) in blank, in which case the
            Custodian shall cause the endorsement to be completed or (B) in the following
            form: “Pay to the order of Deutsche Bank National Trust Company, as Trustee,
            without recourse” or with respect to any lost Mortgage Note, an original Lost
            Note Affidavit stating that the original mortgage note was lost, misplaced
            or
            destroyed, together with a copy of the related mortgage note; provided,
            however,
            that such substitutions of Lost Note Affidavits for original Mortgage
            Notes may
            occur only with respect to Mortgage Loans, the aggregate Cut-off Date
            Principal
            Balance of which is less than or equal to 1.00% of the Pool Balance as
            of the
            Cut-off Date;

           

          (ii)  the
            original Mortgage with evidence of recording thereon, and the original
            recorded
            power of attorney, if the Mortgage was executed pursuant to a power of
            attorney,
            with evidence of recording thereon or, if such Mortgage or power of attorney
            has
            been submitted for recording but has not been returned from the applicable
            public recording office, has been lost or is not otherwise available,
            a copy of
            such Mortgage or power of attorney, as the case may be, certified to
            be a true
            and complete copy of the original submitted for recording;

           

          (iii)  an
            original Assignment, in form and substance acceptable for recording.
            The
            Mortgage shall be assigned either (A) in blank or (B) to “Deutsche Bank National
            Trust Company, as Trustee, without recourse”;

           

          (iv)  an
            original copy of any intervening assignment of Mortgage showing a complete
            chain
            of assignments;

           

          (v)  the
            original or a certified copy of lender’s title insurance policy;
            and

           

          (vi)  the
            original or copies of each assumption, modification, written assurance
            or
            substitution agreement, if any.

           

          If
            any of
            the documents referred to in Section 2(ii), (iii) or (iv) above has as
            of the
            Closing Date been submitted for recording but either (x) has not been
            returned
            from the applicable public recording office or (y) has been lost or such
            public
            recording office has retained the original of such document, the obligations
            of
            the Depositor to deliver such documents shall be deemed to be satisfied
            upon (1)
            delivery to the Custodian no later than the Closing Date, of a copy of
            each such
            document certified by the Originator in the case of (x) above or the
            applicable
            public recording office in the case of (y) above to be a true and complete
            copy
            of the original that was submitted for recording and (2) if such copy
            is
            certified by the Originator, delivery to the Custodian, promptly upon
            receipt
            thereof of either the original or a copy of such document certified by
            the
            applicable public recording office to be a true and complete copy of
            the
            original. If the original lender’s title insurance policy, or a certified copy
            thereof, was not delivered pursuant to Section 2(v) above, the Depositor
            shall
            deliver or cause to be delivered to the Custodian, the original or a
            copy of a
            written commitment or interim binder or preliminary report of title issued
            by
            the title insurance or escrow company, with the original or a certified
            copy
            thereof to be delivered to the Custodian, promptly upon receipt thereof.
            The
            Servicer or the Depositor shall deliver or cause to be delivered to the
            Custodian promptly upon receipt thereof any other documents constituting
            a part
            of a Mortgage File received with respect to any Mortgage Loan, including,
            but
            not limited to, any original documents evidencing an assumption or modification
            of any Mortgage Loan.

           

          Upon
            discovery or receipt of notice of any materially defective document in,
            or that
            a document is missing from, a Mortgage File, the Custodian shall notify
            the
            Servicer and the Servicer shall enforce the obligations of the Seller
            under the
            Mortgage Loan Purchase Agreement to cure such defect or deliver such
            missing
            document to the Trustee or the Custodian within 120 days. If the Seller
            does not
            cure such defect or deliver such missing document within such time period,
            the
            Servicer shall enforce the obligations of the Seller to either repurchase
            or
            substitute for such Mortgage Loan in accordance with Section 2.03 of
            the Pooling
            and Servicing Agreement. For purposes of this Section, “defect” shall mean a
            failure of a document to correspond to the information set forth in the
            applicable Mortgage Loan Schedule or the absence in a Mortgage File of
            any
            document required pursuant to this Agreement. In connection with the
            foregoing,
            it is understood that the Custodian shall have no duty to discover any
            such
            defects except in the course of performing its review of the Mortgage
            Files to
            the extent set forth herein.

           

          The
            Servicer shall forward to the Custodian original documents evidencing
            an
            assumption, modification, consolidation or extension of any Mortgage
            Loan
            entered into in accordance with this Agreement within two weeks of their
            execution; provided, however, that the Servicer shall provide the Custodian
            with
            a certified true copy of any such document submitted for recordation
            within two
            weeks of its execution, and shall provide the original of any document
            submitted
            for recordation or a copy of such document certified by the appropriate
            public
            recording office to be a true and complete copy of the original within
            365 days
            of its submission for recordation. In the event that the Servicer cannot
            provide
            a copy of such document certified by the public recording office within
            such 365
            day period, the Servicer shall deliver to the Custodian, within such
            365 day
            period, an Officers’ Certificate of the Servicer which shall (A) identify the
            recorded document, (B) state that the recorded document has not been
            delivered
            to the Custodian due solely to a delay caused by the public recording
            office,
            (C) state the amount of time generally required by the applicable recording
            office to record and return a document submitted for recordation, if
            known and
            (D) specify the date the applicable recorded document is expected to
            be
            delivered to the Custodian, and, upon receipt of a copy of such document
            certified by the public recording office, the Servicer shall immediately
            deliver
            such document to the Custodian. In the event the appropriate public recording
            office will not certify as to the accuracy of such document, the Servicer
            shall
            deliver a copy of such document certified by an officer of the Servicer
            to be a
            true and complete copy of the original to the Custodian.

           

          The
            Custodian hereby agrees to its duties under Section 2.03 of the Pooling
            and
            Servicing Agreement with respect to Qualified Substitute Mortgage
            Loans.

           

          
            	3.  	
                    Custodian’s
                      Receipt, Examination and Certification of Mortgage Files; Initial
                      Trust
                      Receipt Delivered by the Custodian.

                  


          

           

          The
            Custodian agrees, for the benefit of the Certificateholders, to review
            each
            Custodial File within 45 days of the Closing Date and to certify in
            substantially the form attached hereto as Exhibit 1 (the “Trust Receipt and
            Initial Certification”) that, as to each Mortgage Loan listed in the Mortgage
            Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage
            Loan
            specifically identified in the exception report annexed thereto as not
            being
            covered by such certification), (i) all documents required to be delivered
            to it
            pursuant to Section 2.01 of this Agreement are in its possession, (ii)
            such
            documents have been reviewed by it and have not been mutilated, damaged
            or torn
            and appear on their face to relate to such Mortgage Loan and (iii) based
            on its
            examination and only as to the foregoing, the information set forth in
            the
            Mortgage Loan Schedule that corresponds to items (1) and (3) of the definition
            of “Mortgage Loan Schedule” in the Pooling and Servicing Agreement accurately
            reflects information set forth in the Custodial File. It is herein acknowledged
            that, in conducting such review, the Custodian was not under any duty
            or
            obligation (i) to inspect, review or examine any such documents, instruments,
            certificates or other papers to determine whether they are genuine, enforceable,
            or appropriate for the represented purpose or whether they have actually
            been
            recorded or that they are other than what they purport to be on their
            face or
            (ii) to determine whether any Custodial File should include any of the
            documents
            specified in clause (v) of Section 2. 

           

          The
            Custodian agrees to execute and deliver to the Depositor, the Trustee
            and the
            Servicer on or prior to the Closing Date an acknowledgment of receipt
            of the
            related original Mortgage Note for each Initial Mortgage Loan (with any
            exceptions noted), substantially in the form attached as Exhibit 8 (the
“Receipt
            of Mortgage Note”) hereto.

           

          4.  Obligations
            of the Custodian.

           

          With
            respect to the Mortgage Note, the Mortgage and the Assignment and other
            documents constituting each Custodial File which is delivered to the
            Custodian
            or which come into the possession of the Custodian, the Custodian is
            the
            custodian for the Trustee exclusively. The Custodian shall hold all mortgage
            documents received by it constituting the Custodial File for the exclusive
            use
            and benefit of the Trustee, and shall make disposition thereof only in
            accordance with this Agreement and the instructions furnished by the
            Trustee.
            The Custodian shall segregate and maintain continuous custody of all
            mortgage
            documents constituting the Custodial File in secure and fire-resistant
            facilities in accordance with customary standards for such custody. The
            Custodian shall not be responsible to verify (i) the validity, legality,
            enforceability, sufficiency, due authorization or genuineness
            of any document in each Custodial File or of any of the Mortgage Loans
            or (ii)
            the collectability, insurability, effectiveness or suitability of any
            Mortgage
            Loan.
            The
            Custodian shall not execute any
            endorsements on the Mortgage Notes and Assignments of Mortgages without
            the
            prior written consent of the Trustee,
            except as otherwise set forth in Section 2 of this Agreement or as otherwise
            agreed to between the Trustee and the Custodian.

           

          5.  Final
            Trust Receipt.

           

          Within
            one (1) year
            after
            the Closing Date, the Custodian shall review each Custodial File, and
            shall
            deliver to the Trustee (with a copy to the Depositor and the Servicer),
            a Final
            Trust Receipt attached hereto as Exhibit 2 to the effect that, as to
            each
            Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage
            Loan
            (i) paid in full,
            or
            (ii)
            specifically identified on such Final Trust Receipt as not covered by
            such Final
            Trust Receipt): (i) all documents required to be delivered to it pursuant
            to
            paragraphs (i), (ii), (iii), (iv) and (vi) and to the extent provided
            in the
            Custodial Files paragraph (v) of Section 2 of this Agreement are in its
            possession; (ii) such documents have been reviewed by it and appear regular
            on
            their face and relate to such Mortgage Loan; (iii) based on its examination
            and
            only as to the foregoing documents,
            the
            information set forth in items (1) and (3) of the definition of “Mortgage Loan
            Schedule” in the Pooling and Servicing Agreement accurately reflects information
            set forth in the Custodial File; and (iv) each Mortgage Note has been
            endorsed
            as provided in Section 2 of this Agreement and each Mortgage has been
            assigned
            in accordance with Section 2 of this Agreement.

           

          6.  Future
            Defects.

           

          During
            the term of this Agreement, if the Custodian discovers any defect with
            respect
            to the Custodial File, the Custodian shall give written specification
            of such
            defect to the Servicer and the Trustee. For purposes of this Section,
“defect”
shall mean a failure of a document to correspond to the information set
            forth in
            the applicable Mortgage Loan Schedule or the absence in a Mortgage File
            of any
            document required pursuant to this Agreement. 

           

          7.  Release
            for Servicing.

           

          From
            time
            to time and as appropriate for the foreclosure or servicing of any of
            the
            Mortgage Loans, the Custodian shall, upon receipt of two copies (or
            electronic receipt
            from the Servicer in a form acceptable to the Custodian) of a Request
            for
            Release of Documents and receipt in the form annexed hereto as Exhibit
            3,
            release
            to the Servicer, the related Custodial File or its designee within three
            Business Days, which, shall be sent by overnight mail, at the expense
            of the
            Servicer or the related Mortgagor, and the Custodian shall, at the written
            direction of the Servicer, execute such documents provided to it by the
            Servicer
            as shall be necessary to the prosecution of any such proceedings. The
            Servicer
            shall return to the Custodian the Custodial File when the Servicer’s need
            therefor in connection with such foreclosure or servicing no longer exists,
            unless the Mortgage Loan shall be liquidated in which case, upon receipt
            of an
            additional Request for Release of Documents and receipt certifying such
            liquidation in the form annexed hereto as Exhibit
            3,
            the
            request and receipt submitted pursuant to the first sentence of this
            Section 7
            shall be released by the Custodian to the Servicer.

           

          8.  Release
            for Payment.

           

          Upon
            receipt by the Custodian of two copies (or electronic receipt from the
            Servicer
            in a form acceptable to the Custodian) of the Servicer’s Request for Release of
            Documents and receipt in the form annexed hereto as Exhibit
            3
            (which
            certification shall include a statement to the effect that all amounts
            received
            in connection with such payment, repurchase or liquidation have been
            credited to
            the related custodial account), the Custodian shall promptly release
            the related
            Custodial File to the Servicer.

           

          9.  Fees
            and
            Expenses of Custodian.

           

          In
            accordance with the terms of the Pooling and Servicing Agreement, the
            Custodian’s fees in connection herewith shall be paid by the Trustee out of a
            portion of the Trustee Fee payable to the Trustee, as set forth in the
            Pooling
            and Servicing Agreement. By each Determination Date, the Custodian shall
            notify
            the Trustee of the amount of fees and expenses owed to the Custodian
            with
            respect to the related Distribution Date. Unless otherwise provided herein,
            the
            payment of the Custodian’s expenses in connection herewith, shall be the
            obligation of the Trustee, which such obligation surviving the termination
            of
            this Agreement or the resignation or removal of the Custodian.

           

          10.  Removal
            of Custodian.

           

          The
            Trustee, with or without cause, may upon at least 60
            days’
notice remove and discharge the Custodian from the performance of its
            duties
            under this Agreement by written notice from the Trustee
            to the
            Custodian, with a copy to the Servicer. Having given notice of such removal,
            the
            Trustee promptly shall appoint (at the direction of the Depositor and
            with the
            consent of the Servicer) a successor Custodian to act on behalf of the
            Trustee
            by written instrument, one original counterpart of which instrument shall
            be
            retained by the Trustee, with a copy to the Servicer, and an original
            to the
            successor Custodian. In the event of any such removal, the Custodian
            shall, upon
            the Trustee’s surrender of the Trust Receipt and Initial Certifications and
            Final Trust Receipt, as applicable, promptly transfer to the successor
            Custodian, as directed, all Custodial Files being administered under
            this
            Agreement (at the expense of the Trust Fund). In
            the
            event of any such removal and appointment the Trust Fund shall be responsible
            for the fees and expenses of the existing and successor Custodian.

           

          11.  Transfer
            of Custodial Files.

           

          Upon
            the
            Custodian’s receipt of two (2) Business Days’ written or
            electronic notification
            from the Trustee, the Custodian shall release to such persons as the
            Trustee
            shall
            designate all or a portion of the Custodial Files relating to the Mortgage
            Loans
            subject to the Trust Receipt and Initial Certification or Final Trust
            Receipt,
            as
            applicable.
            

           

          12.  Examination
            of Custodial Files.

           

          Upon
            reasonable prior written notice to the Custodian but not less than two
            (2)
            Business Days notice, the Trustee and its agents, accountants, attorneys
            and
            auditors will be permitted during normal business hours to examine the
            Custodial
            Files, documents, records and other papers in the possession of or under
            the
            control of the Custodian relating to any or all of the Mortgage Loans
            at the
            expense of the Trustee.

           

          13.  Insurance
            of Custodian.

           

          At
            its
            own expense, the Custodian shall maintain at all times during the existence
            of
            this Agreement and keep in full force and effect such insurance in amounts,
            with
            standard coverage and subject to deductibles, all as is customary for
            insurance
            typically maintained by banks which act as Custodian. The minimum coverage
            under
            any such bond and insurance policies shall be at least equal to the
            corresponding amounts required by Fannie Mae in the Fannie Mae Servicing
            Guide
            or by Freddie Mac in the Freddie Mac Sellers’ & Servicers’ Guide. Upon
            request, the Trustee shall be entitled to receive evidence satisfactory
            to the
            Trustee that such insurance is in full force and effect.

           

          14.  Counterparts.

           

          For
            the
            purpose of facilitating the execution of this Agreement as herein provided
            and
            for other purposes, this Agreement may be executed simultaneously in
            any number
            of counterparts, each of which counterparts shall be deemed to be an
            original,
            and such counterparts shall constitute and be one and the same
            instrument.

           

          15.  Periodic
            Statements.

           

          Upon
            the
            written request of the Trustee, the Custodian shall provide to the Trustee
            a
            list of all the Mortgage Loans for which the Custodian holds a Custodial
            File
            pursuant to this Agreement. Such list may be in the form of a copy of
            the
            Mortgage Loan Schedule with manual deletions to specifically denote any
            Mortgage
            Loans paid off, repurchased or sold since the date of this
            Agreement.

           

          16.  GOVERNING
            LAW.

           

          THIS
            AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
            OF NEW
            YORK AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER
            SHALL BE
            DETERMINED IN ACCORDANCE WITH SUCH LAWS.

           

          17.  Copies
            of Mortgage Documents.

           

          Upon
            the
            written request of the Trustee
            and at
            the cost and expense of the Custodian, the Custodian shall provide the
            Trustee
            with
            copies of the Mortgage Notes, Mortgages, Assignments and other documents
            relating to one or more of the Mortgage Loans.

           

          18.  No
            Adverse Interest of Custodian.

           

          By
            execution of this Agreement, the Custodian represents and warrants that
            it
            currently holds, and during the existence of this Agreement shall hold,
            no
            interest adverse to the Trustee, by way of security or otherwise, in
            any
            Mortgage Loan, and hereby waives and releases any such interest which
            it may
            have in any Mortgage Loan as of the date hereof.

           

          19.  Termination
            by Custodian.

           

          The
            Custodian may terminate its obligations under this Agreement upon at
            least sixty
            (60) days’ prior notice to the Servicer and the Trustee. In the event of such
            termination, the Trustee shall appoint a successor Custodian. The payment
            of
the
            existing Custodian’s or such
            successor Custodian’s fees and expenses shall be solely the responsibility of
            the Trust Fund. Upon such appointment, the Custodian shall promptly transfer
            to
            the successor Custodian, as directed, all Custodial Files being administered
            under this Agreement.

           

          20.  Term
            of Agreement.

           

          Unless
            terminated pursuant to Section 9 or Section 18 hereof, this Agreement
            shall
            terminate upon the final payment or other liquidation (or advance with
            respect
            thereto) of the last Mortgage Loan or the disposition of all property
            acquired
            upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan,
            and the
            final remittance of all funds due under the Pooling and Servicing Agreement.
            In
            such event all documents remaining in the Custodial Files shall be released
            in
            accordance with the written instructions of the Trustee.

           

          21.  Notices.

           

          All
            demands, notices and communications hereunder shall be in writing and
            shall be
            deemed to have been duly given when received by the recipient party (i)
            in the
            case of the Custodian, the Trustee and the Servicer, at the address shown
            on the
            first page hereof, (ii) in the case of the Depositor, Financial Asset
            Securities
            Corp., 600 Steamboat Road, Greenwich, Connecticut 08630, Attention: Legal
            and
            (iii) in the case of the Seller, Greenwich Capital Financial Products,
            Inc., 600
            Steamboat Road, Greenwich, Connecticut 08630, Attention Legal, or in
            any case,
            at such other addresses as may hereafter be furnished to the other party
            by like
            notice. Any such demand, notice or communication hereunder shall be deemed
            to
            have been received on the date delivered to or received at the premises
            of the
            addressee.

           

          22.  Successors
            and Assigns.

           

          This
            Agreement shall inure to the benefit of the successors and assigns of
            the
            parties hereto; provided however, that the form of any assignment by
            any party
            of its interests hereunder shall be in a form reasonably acceptable to
            the
            Trustee, the Servicer and the Custodian. Such assignment shall be executed
            by an
            authorized representative of the assignor and any assignee shall forward
            a list
            of authorized representatives to each party to this Agreement pursuant
            to
            Section 26 of this Agreement.

           

          23.  Indemnification
            of Custodian.

           

          The
            Custodian and its directors, officers, agents and employees shall be
            indemnified
            and held harmless by the Trust Fund against liabilities, obligations,
            losses,
            damages, penalties, actions, judgments, suits, costs, expenses or disbursements,
            including reasonable attorney’s fees, that may be imposed on, incurred by, or
            asserted against it or them directly relating to or arising out of this
            Custodial Agreement or any action taken or not taken by it or them hereunder
            unless such liabilities, obligations, losses, damages, penalties, actions,
            judgments, suits, costs, expenses or disbursements were imposed on, incurred
            by
            or asserted against the Custodian because of the breach by the Custodian
            of its
            obligations hereunder, which breach was caused by negligence, lack of
            good faith
            or willful misconduct on the part of the Custodian or any of its directors,
            officers, agents or employees. The indemnification set forth in this
            section
            shall survive any termination or
            assignment of
            this
            Custodial Agreement and the termination or removal of the
            Custodian.

           

          The
            Custodian agrees to indemnify and hold the Trust Fund and Trustee, its
            employees, officers and directors harmless against liabilities, obligations,
            losses, damages, penalties, actions, judgments, suits, costs, expenses
            or
            disbursements, including reasonable attorney’s fees, that may be imposed on,
            incurred by, or asserted against them directly relating to or arising
            out of a
            failure to produce a Mortgage Note, Assignment or any other document
            related to
            a Mortgage Loan that was in its possession pursuant to Section 2 within
            two (2)
            Business Days after required or requested by the Trustee, and provided,
            that (i)
            Custodian previously delivered to the Trustee a Trust Receipt and Initial
            Certification with respect to such document (other than any Mortgage
            Loan
            identified in the exception report annexed thereto as not covered by
            such
            certification); (ii) such document is not outstanding pursuant to a Request
            for
            Release; and (iii) such document was held by the Custodian on behalf
            of the
            Trustee. In no event shall the Custodian or its directors, officers,
            agents and
            employees be liable for any special, indirect or consequential damages
            from any
            action taken or omitted to be taken by it or them hereunder or in connection
            herewith even if advised of the possibility of such damages. The foregoing
            indemnification shall survive any termination or assignment of this Agreement
            or
            the removal or resignation of the Custodian hereunder. 

           

          24.  Reliance
            of Custodian.

           

          (i)  The
            Custodian may conclusively rely, as to the truth of the statements and
            the
            correctness of the opinions expressed therein, upon any request, instructions,
            certificate, opinion or other document furnished to the Custodian, reasonably
            believed by the Custodian to be genuine and to have been signed or presented
            by
            the proper party or parties and conforming to the requirements of this
            Agreement; but in the case of any loan document or other request, instruction,
            document or certificate which by any provision hereof is specifically
            required
            to be furnished to the Custodian, the Custodian shall be under a duty
            to examine
            the same to determine, subject to the limitations on the Custodian’s obligations
            set forth herein, whether or not it conforms to the requirements of this
            Agreement.

           

          (ii)  The
            Custodian shall have no duties or responsibilities except those that
            are
            specifically set forth in this Agreement. The Custodian shall have no
            responsibility nor duty with respect to any Custodial File while such
            Custodial
            File is not in its possession. If the Custodian requests instructions
            from the
Trustee
            with
            respect to any act, action or failure to act in connection with this
            Agreement,
            the Custodian shall be entitled to refrain from taking such action and
            continue
            to refrain from acting unless and until the Custodian shall have received
            written instructions from the Trustee
            with
            respect to a Custodial File without incurring any liability therefor
            to the
Trustee
            or any
            other Person.

           

          (iii)  Other
            than as provided herein, neither the Custodian nor any of its directors,
            officers, agents or employees shall be liable for any action or omission
            to act
            hereunder except for its or their own negligence or lack of good faith
            or
            willful misconduct. In no event shall the Custodian or any of its directors,
            officers, agents or employees have any responsibility to ascertain or
            take
            action except as expressly provided herein.

           

          (iv)  Neither
            the Custodian nor any of its directors, officers, agents or employees
            shall be
            liable for any action taken or not taken by it in good faith in the performance
            of its obligations under this Agreement. The obligations of the Custodian
            or any
            of its directors, officers, agents or employees shall be determined solely
            by
            the express provisions of this Agreement. No representation, warranty,
            covenant,
            agreement, obligation or duty of the Custodian or any of its directors,
            officers, agents or employees shall be implied with respect to this Agreement
            or
            the Custodian’s services hereunder.

           

          (v)  The
            Custodian, its directors, officers, agents and employees shall be under
            no duty
            or obligation to inspect, review or examine the Custodial Files to determine
            that the contents thereof are genuine, enforceable or appropriate for
            the
            represented purpose or that they have been actually recorded or that
            they are
            other than what they purport to be on their face.

           

          (vi)  The
            Custodian may consult with counsel selected by the Custodian with regard
            to
            legal questions arising out of or in connection with this Agreement,
            and the
            advice or opinion of such counsel shall be full and complete authorization
            and
            protection in respect of any action reasonably taken, omitted or suffered
            by the
            Custodian in good faith and in accordance therewith.

           

          (vii)  No
            provision of this Agreement shall require the Custodian to expend or
            risk its
            own funds or otherwise incur financial liability (other than expenses
            or
            liabilities otherwise required to be incurred by the express terms of
            this
            Agreement) in the performance of its duties under this Agreement if it
            shall
            have reasonable grounds for believing that repayment of such funds or
            adequate
            indemnity is not reasonably assured to it.

           

          (viii)  Any
            corporation into which the Custodian may be merged or converted or with
            which it
            may be consolidated, or any corporation resulting from any merger, conversion
            or
            consolidation to which the Custodian shall be a party, or any corporation
            succeeding to the business of the Custodian shall be the successor of
            the
            Custodian hereunder without the execution or filing of any paper with
            any party
            hereto or any further act on the part of any of the parties hereto except
            where
            an instrument of transfer or assignment is required by law to effect
            such
            succession, anything herein to the contrary notwithstanding.

           

          (ix)  The
            Custodian shall not be responsible for delays or failures in performance
            resulting from acts beyond its control.  Such acts shall include, but not
            limited to, acts of God, strikes, lockouts, riots, acts of war or terrorism,
            epidemics, nationalization, expropriation, currency restrictions, governmental
            regulations superimposed after the fact, fire, communication line failures,
            computer viruses, power failures, earthquakes and other disasters.

           

          (x)  The
            Custodian shall not be responsible or liable for, and makes no representation
            or
            warranty with respect to, the validity, adequacy or perfection of any
            lien upon
            or security interest in any Mortgage File.

           

          (xi)  The
            Custodian shall not be responsible for preparing or filing any reports
            or
            returns relating to federal, state or local income taxes with respect
            to this
            Agreement, other than for the Custodian’s compensation or for reimbursement of
            expenses.

           

          (xii)  The
            duties and obligations of the Custodian shall only be such as are expressly
            set
            forth in this Agreement or as set forth in a written amendment to this
            Agreement
            executed by the parties hereto or their successors and assigns.  In the
            event that any provision of this Agreement implies or requires that action
            or
            forbearance be taken by a party, but is silent as to which party has
            the duty to
            act or refrain from acting, the parties agree that the Custodian shall
            not be
            the party required to take the action or refrain from acting.  In no event
            shall the Custodian have any responsibility to ascertain or take actions
            except
            as expressly provided herein.

           

          (xiii)  Nothing
            in this Agreement shall be deemed to impose on the Custodian any duty
            to qualify
            to do business in any jurisdiction, other
            than
            (i) any
            jurisdiction where any Mortgage File is or may be held by the Custodian
            from
            time to time hereunder, and (ii) any jurisdiction where its ownership
            or
            property or conduct of business requires such qualification and where
            failure to
            qualify could have a material adverse effect on the Custodian or its
            property or
            business or on the ability of the Custodian to perform its duties
            hereunder.

           

          (xiv)  The
            Custodian shall have no duty to ascertain whether or not any cash amount
            or
            payment has been received by the Seller, the Buyer or any third
            person.

           

          25.  Transmission
            of Custodial Files.

           

          Written
            or
            electronic
            instructions as to the method of shipment and shipper(s) the Custodian
            is
            directed to utilize in connection with transmission of mortgage files
            and loan
            documents in the performance of the Custodian’s duties hereunder shall be
            delivered by the Servicer (a “Requesting Party”), to the Custodian prior to any
            shipment of any mortgage files and loan documents hereunder. The Requesting
            Party will arrange for the provision of such services at its sole cost
            and
            expense (or, at the Custodian’s option, reimburse the Custodian for all costs
            and expenses incurred by the Custodian consistent with such instructions)
            and
            will maintain such insurance against loss or damage to mortgage files
            and loan
            documents as the Requesting Party deems appropriate. Without limiting
            the
            generality of the provisions of Section 23 above, it is expressly agreed
            that in
            no event shall the Custodian have any liability for any losses or damages
            to any
            person, including without limitation, any Requesting Party, arising out
            of
            actions of the Custodian consistent with instructions of the Requesting
            Party.

           

          26.  Authorized
            Representatives.

           

          Each
            individual designated as an authorized representative of the Servicer,
            the
            Trustee and the Custodian, respectively (an “Authorized
            Representative”),
            is
            authorized to give and receive notices, requests and instructions and
            to deliver
            certificates and documents in connection with this Agreement on behalf
            of the
            Servicer, the Trustee or the Custodian, as the case may be, and the specimen
            signature for each such Authorized Representative of the Servicer, the
            Trustee
            and the Custodian, initially authorized hereunder, as set forth on Exhibit
            4,
            Exhibit
            5
            and
Exhibit
            6
            hereof,
            respectively. From time to time the parties hereto may, by delivering
            to each
            other a revised exhibit, change the information previously given pursuant
            to
            this Section 25, but each of the parties hereto shall be entitled to
            rely
            conclusively on the then current exhibit until receipt of a superseding
            exhibit.

           

          27.  Reproduction
            of Documents.

           

          This
            Custodial Agreement and all documents relating thereto except with respect
            to
            the Custodial File, including, without limitation, (a) consents, waivers
            and
            modifications which may hereafter be executed, and (b) certificates and
            other
            information previously or hereafter furnished, may be reproduced by any
            photographic, photostatic, microfilm, microcard, miniature photographic
            or other
            similar process. The parties agree that any such reproduction shall be
            admissible in evidence as the original itself in any judicial or administrative
            proceeding, whether or not the original is in existence and whether or
            not such
            reproduction was made by a party in the regular course of business, and
            that any
            enlargement, facsimile or further reproduction of such reproduction shall
            likewise be admissible in evidence.

           

          28.  Amendment.

           

          This
            Custodial Agreement may be amended from time to time by written agreement
            signed
            by the Servicer, the Trustee and the Custodian.

           

          29.  Compliance
            with Regulation AB.

           

          (a) Intent
            of the Parties; Reasonableness.
            The
            Custodian acknowledges and agrees that the purpose of this Section 29
            is to
            facilitate compliance by the Depositor with the provisions of Regulation
            AB and
            related rules and regulations of the Securities and Exchange Commission
            (the
“Commission”). The Depositor shall not exercise its right to request delivery of
            information or other performance under these provisions other than in
            good
            faith, or for purposes other than compliance with the Securities Act
            of 1933
            (the “1933 Act”), the Securities and Exchange Act of 1934, as amended (the
“Exchange Act”) and the rules and regulations of the Commission under the 1933
            Act and the Exchange Act. The Custodian acknowledges that interpretations
            of the
            requirements of Regulation AB may change over time, due to interpretive
            guidance
            provided by the Commission or its staff and agrees to comply with requests
            made
            by the Depositor in good faith for delivery of information under these
            provisions on the basis of evolving interpretations of Regulation AB.
            The
            Custodian shall cooperate reasonably with the Depositor to deliver to
            the
            Depositor (including any of its assignees or designees), any and all
            disclosure,
            statements, reports, certifications, records and any other information
            necessary
            in the reasonable, good faith determination of the Depositor to permit
            the
            Depositor to comply with the provisions of Regulation AB.

           

          (b) Additional
            Representations and Warranties of the Custodian.

           

          (i) The
            Custodian hereby represents and warrants that the information set forth
            in the
            Prospectus Supplement under the caption “Pooling and Servicing Agreement—The
            Custodian” (the “Custodian Disclosure”) does not contain any untrue statement of
            a material fact or omit to state a material fact required to be stated
            therein
            or necessary in order to make the statements therein, in the light of
            the
            circumstances under which they were made, not misleading.

           

          (ii) The
            Custodian shall be deemed to represent to the Depositor as of the date
            hereof
            and on each date on which information is provided to the Depositor under
            Section
            29(c) that, except as disclosed in writing to the Depositor prior to
            such date:
            (i) there are no aspects of its financial condition that could have a
            material
            adverse effect on the performance by it of its Custodian obligations
            under this
            Custodial Agreement or any other securitization transaction as to which
            it is
            the custodian; (ii) there are no material legal or governmental proceedings
            pending (or known to be contemplated) against it; and (iii) there are
            no
            affiliations relating to the Custodian with respect to the Depositor
            or any of
            the following and their affiliates: First Franklin Mortgage Loan Trust
            2006-FF8
(“Issuing
            Entity”), Greenwich Capital Financial Products, Inc. (“Sponsor”), the Depositor,
            the Servicer, the Trustee, Lehman
            Brothers Special Financing Inc.
            (“Swap
            Provider”) or any successor thereto or other material party as identified in
            writing to the Custodian by the Sponsor (each a “Transaction Party”) on any date
            following the date hereof,
            any
            relationships or transaction any relationships or transactions relating
            to the
            Custodian and any Transaction Party of a type described in Item 1119(b)
            of
            Regulation AB or any specific relationships involving the transaction
            contemplated by the Pooling and servicing Agreement or the Mortgage Loans
            between the Custodian and any Transaction Party.

           

          (iii) If
            so
            requested by the Depositor on any date following the Closing Date, the
            Custodian
            shall, within five Business Days following such request, confirm in writing
            the
            accuracy of the representations and warranties set forth in paragraph
            (ii) of
            this Section 29(b) or, if any such representation and warranty is not
            accurate
            as of the date of such confirmation, provide reasonably adequate disclosure
            of
            the pertinent facts, in writing, to the requesting party. Any such request
            from
            the Depositor shall not be given more than once each calendar quarter,
            unless
            the Depositor shall have a reasonable basis for a determination that
            any of the
            representations and warranties may not be accurate.

           

          (iv) The
            Custodian has not and shall not engage any subcontractor which is “participating
            in the servicing function” within the meaning of Item 1122 of Regulation AB,
            unless such subcontractor provides, beginning March 1, 2007, a report
            and a
            statement of a registered public accounting firm certifying its compliance
            with
            the applicable servicing criteria in Item 1122(d) of Regulation AB.


           

          (c) Additional
            Information to Be Provided by the Custodian.
            For so
            long as the Certificates are outstanding, for the purpose of satisfying
            the
            Depositor’s reporting obligation under the Exchange Act with respect to any
            class of Certificates, the Custodian shall (a) notify the Depositor and
            the
            Trustee in writing of any material litigation or governmental proceedings
            pending against the Custodian that would be material to Certificateholders,
            and
            (b) provide to the Depositor and the Trustee a written description of
            such
            proceedings. Any notices and descriptions required under this Section
            29(c)
            shall be given no later than five Business Days prior to the Determination
            Date
            following the month in which the Custodian has knowledge of the occurrence
            of
            the relevant event. As of the date the Depositor or Trustee files each
            Report on
            Form 10-D or Form 10-K with respect to the Certificates, the Custodian
            will be
            deemed to represent that any information previously provided under this
            Section
            29(c), if any, is materially correct and does not have any material omissions
            unless the Custodian has provided an update to such information.

           

          (d) Report
            on Assessment of Compliance and Attestation.
            On or
            before March 15th of each calendar year, beginning in 2007 until and
            unless a
            Form 15 suspension notification has been filed with respect to the Trust,
            the
            Custodian shall, at its own expense:

           

          (i) deliver
            to the Trustee a report (in form and substance reasonably satisfactory
            to the
            Trustee) regarding the Custodian’s assessment of compliance with the Servicing
            Criteria (set forth in Exhibit 9) applicable to it during the immediately
            preceding calendar year, as required under Rules 13a-18 and 15d-18 of
            the
            Exchange Act and Item 1122 of Regulation AB. Each such report shall include
            (a)
            a statement of the Custodian’s responsibility for assessing compliance with the
            Servicing Criteria applicable to it, (b) a statement that the Custodian
            used the
            criteria applicable to it identified in Item 1122(d) of Regulation AB
            (§229.1122(d)) to assess compliance with the applicable Servicing Criteria,
            (c)
            disclosure of any material instance of noncompliance identified by the
            Custodian, and (d) a statement that a registered public accounting firm
            has
            issued an attestation report on the Custodian’s assessment of compliance with
            the applicable Servicing Criteria, which report shall be delivered by
            the
            Custodian as provided in this Section 29(d). Such report shall be addressed
            to
            the Depositor and signed by an authorized officer of the Custodian, and
            shall
            address each of the applicable Servicing Criteria; and

           

          (ii) deliver
            to the Trustee a report of a registered public accounting firm (who may
            also
            render other services to Custodian), which is a member of the American
            Institute
            of Certified Public Accountants, that attests to, and reports on, the
            assessment
            of compliance made by the Custodian and delivered pursuant to the preceding
            paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3)
            and
            2-02(g) of Regulation S-X under the 1933 Act and the Exchange Act.

           

          (iii) The
            Custodian has not and shall not engage any subcontractor which is “participating
            in the servicing function” within the meaning of Item 1122 of Regulation AB
            unless such Subcontractor provides, beginning March 1, 2007 a Report
            on
            Assessment of Compliance and an Attestation from a registered public
            accounting
            firm certifying its compliance with the applicable Servicing
            Criteria.

           

          (e) Indemnification;
            Remedies.

           

          The
            Custodian shall indemnify the Depositor, each affiliate of the Depositor
            and
            each broker dealer acting as underwriter, placement agent or initial
            purchaser
            of the Certificates or each Person who controls any of such parties (within
            the
            meaning of Section 15 of the Securities Act and Section 20 of the Exchange
            Act);
            and the respective present and former directors, officers, employees
            and agents
            of each of the foregoing, and shall hold each of them harmless from and
            against
            any losses, damages, penalties, fines, forfeitures, legal fees and expenses
            and
            related costs, judgments, and any other costs, fees and expenses that
            any of
            them may sustain arising out of or based upon (i) any untrue statement
            of a
            material fact contained or alleged to be contained in the Custodian Disclosure
            and any information, report, certification, accountants’ attestation or other
            material provided under this Section 29 by or on behalf of the Custodian
            (collectively, the “Custodian Information”), or the omission or alleged omission
            to state in the Custodian Information a material fact required to be
            stated in
            the Custodian Information or necessary in order to make the statements
            therein,
            in the light of the circumstances under which they were made, not misleading;
            or
            (ii) any failure by the Custodian to deliver any information, report,
            certification, accountants’ attestation or other material when and as required
            under this Section 29. This indemnification shall survive the termination
            of
            this Custodial Agreement or the termination, resignation or removal of
            the
            Custodian.

           

          In
            the
            case of any failure of performance described in clause (ii) of the immediately
            preceding paragraph, the Custodian shall promptly reimburse the Depositor
            for
            all costs reasonably incurred by the Depositor in order to obtain the
            information, report, certification, accountants’ letter or other material not
            delivered as required by the Custodian.

           

          30.  Limitation
            of Liability.

           

          It
            is
            expressly understood and agreed by the parties hereto that (a) this Custodial
            Agreement is executed and delivered by Deutsche Bank National Trust Company,
            not
            individually or personally but solely as the Trustee for First Franklin
            Mortgage
            Loan Trust 2006-FF8, in the exercise of the powers and authority conferred
            and
            vested in it, (b) the representations, undertakings and agreements herein
            made
            on the part of the First Franklin Mortgage Loan Trust 2006-FF8 are made
            and
            intended not as personal representations, undertakings and agreements
            by
            Deutsche Bank National Trust Company but are made and intended for the
            purpose
            of binding only the First Franklin Mortgage Loan Trust 2006-FF8, (c)
            nothing
            herein contained shall be construed as creating any liability on Deutsche
            Bank
            National Trust Company, individually or personally, to perform any covenant
            either expressed or implied contained herein, all such liability, if
            any, being
            expressly waived by the parties who are signatories to this Custodial
            Agreement
            and by any person claiming by, through or under such parties and (d)
            under no
            circumstances shall Deutsche Bank National Trust Company be personally
            liable
            for the payment of any indebtedness or expenses of the First Franklin
            Mortgage
            Loan Trust 2006-FF8 or be liable for the breach or failure of any obligation,
            representation, warranty or covenant made or undertaken by the First
            Franklin
            Mortgage Loan Trust 2006-FF8 under this Custodial Agreement.

           

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

              
              

            

          



           

          IN
            WITNESS WHEREOF, the Trustee, the Custodian and the Servicer have caused
            their
            names to be duly signed hereto by their respective officers thereunto
            duly
            authorized, all as of the date first above written.

           

          
            	
                    DEUTSCHE
                      BANK NATIONAL TRUST COMPANY,

                    as
                      Trustee for the First Franklin Mortgage Loan Trust 2006-FF8,
                      Asset-Backed
                      Certificates, Series 2006-FF8 

                  
	 	 
	
                    By:

                  	 
	
                    Name:

                  	 
	
                    Title:

                  	 
	 	 
	 	 
	
                    By:

                  	 
	
                    Name:

                  	 
	
                    Title:

                  	 
	 
	 
	
                    WELLS
                      FARGO
                      BANK, N.A.,

                    as
                      Custodian

                  
	 	 
	
                    By:

                  	 
	
                    Name:

                  	 
	
                    Title:

                  	 
	 
	 
	
                    NATIONAL
                      CITY HOME LOAN SERVICES, INC., 

                    as
                      Servicer

                  
	 	 
	
                    By:

                  	 
	
                    Name:

                  	 
	
                    Title:

                  	 


          

          


          


          


          


           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

              
              

            

          



           

          EXHIBIT
            1

           

          FORM
            OF
            TRUST RECEIPT AND INITIAL CERTIFICATION

           

                                  _____,
            2006

           

           

          Trust
            Receipt #: ___ 

           

          Original
            Principal Balance of the Mortgage Loans:$_______

          


          
            	
                    Deutsche
                      Bank National Trust Company

                    1761
                      East St. Andrew Place

                    Santa
                      Ana, California 92705-4934

                    Attention:
                      Trust Administration GC05O3

                  	
                    Financial
                      Asset Securities Corp.

                    600
                      Steamboat Road

                    Greenwich,
                      Connecticut 08630

                  
	 	 
	
                    Greenwich
                      Capital Markets, Inc.

                    600
                      Steamboat Road

                    Greenwich,
                      Connecticut 08630

                  	 


          

          
          

           

          
            	 	
                    Re:

                  	
                    Custodial
                      Agreement, dated as of June 1, 2006, among Deutsche Bank National
                      Trust
                      Company 

                    as
                      the Trustee, National City Home Loan Services, Inc. as Servicer
                      and
                      Wells
                      Fargo Bank, N.A.
                      as
                      the Custodian

                  


          

           

          Ladies
            and Gentlemen:

           

          In
            accordance with the provisions of Section 3 of the above-referenced Custodial
            Agreement, the undersigned, as the Custodian, hereby certifies that it
            is
            holding the Mortgage Loans identified on the schedule attached hereto
            for the
            exclusive benefit of the Trustee pursuant to the terms and conditions
            of the
            Custodial Agreement, and it has received a Custodial File with respect
            to each
            such Mortgage Loan (other than any Mortgage Loan specifically identified
            on the
            exception report attached hereto) and that with respect to each such
            Mortgage
            Loan: (i) all documents required to be delivered to it pursuant to Section
            2.01
            of this Agreement are in its possession, (ii) such documents have been
            reviewed
            by it and have not been mutilated, damaged or torn and appear on their
            face to
            relate to such Mortgage Loan and (iii) based on its examination and only
            as to
            the foregoing, the information set forth in the Mortgage Loan Schedule
            that
            corresponds to items (1) and (3) of the definition of “Mortgage Loan Schedule”
in the Pooling and Servicing Agreement accurately reflects information
            set forth
            in the Custodial File.

           

          The
            Custodian hereby confirms that it is holding each such Custodial File
            as agent
            and bailee of and custodian for the exclusive use and benefit of the
            Trustee
            pursuant to the terms of the Custodial Agreement.

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


           

          Capitalized
            terms used herein shall have the meaning ascribed to them in the Custodial
            Agreement. 

           

          
            	
                    WELLS
                      FARGO
                      BANK, N.A. 

                    (Custodian)

                  
	 	 
	
                    By:

                  	 
	
                    Name:

                  	 
	
                    Title:

                  	 


          

           

          


           

          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

              
              

            

          



           

          EXHIBIT
            2

           

          FORM
            OF
            FINAL TRUST RECEIPT 

           

          


          TRUST
            RECEIPT # ___

           

                                      ______,
            2006

           

          Aggregate
            Amount of Mortgage Loans: _____

           

          Original
            Principal Balance of Aggregate Mortgage Loans: __________

          


          
            	
                    Deutsche
                      Bank National Trust Company

                    1761
                      East St. Andrew Place

                    Santa
                      Ana, California 92705-4934

                    Attention:
                      Trust Administration GC05O3

                  	
                    Financial
                      Asset Securities Corp.

                    600
                      Steamboat Road

                    Greenwich,
                      Connecticut 08630

                  
	 	 
	
                    Greenwich
                      Capital Markets, Inc.

                    600
                      Steamboat Road

                    Greenwich,
                      Connecticut 08630

                  	 


          

          
          

           

          
            	 	
                    Re:

                  	
                    Custodial
                      Agreement, dated as of June 1, 2006, among Deutsche Bank National
                      Trust
                      Company 

                    as
                      the Trustee, National City Home Loan Services, Inc. as Servicer
                      and
                      Wells
                      Fargo Bank, N.A.
                      as
                      the Custodian

                  


          

           

          Ladies
            and Gentlemen:

           

          In
            accordance with the provisions of Section 4 of the above-referenced Custodial
            Agreement, the undersigned, as the Custodian, hereby certifies that as
            to each
            Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage
            Loan
            paid in full or any Mortgage Loan listed on the attachment hereto) it
            has
            reviewed the Custodial Files and has determined that (i) all documents
            required
            to be delivered to it pursuant to Sections 2(i), (ii), (iii), (iv) and
            (v) of
            the Custodial Agreement are in its possession and to the extent provided
            in the
            Custodial Files paragraph (v) of Section 2 of the Custodial Agreement
            are in its
            possession; (ii) such documents have been reviewed by it and appear regular
            on
            their face and relate to such Mortgage Loan; (iii) based on its examination
            and
            only as to the foregoing documents, the information set forth in items
            (1) and
            (3) of the definition of “Mortgage Loan Schedule” in the Pooling and Servicing
            Agreement accurately reflects information set forth in the Custodial
            File; and
            (iv) each Mortgage Note has been endorsed as provided in Section 2 of
            the
            Custodial Agreement and each Mortgage has been assigned in accordance
            with
            Section 2 of the Custodial Agreement. The Custodian makes no representations
            as
            to (i) the validity, legality, enforceability, sufficiency, due authorization
            or
            genuineness of any of the documents contained in each Custodial File
            or of any
            of the Mortgage Loans or (ii) the collectability, insurability, effectiveness
            or
            suitability of any such Mortgage Loan.

           

          The
            Custodian hereby confirms that it is holding each such Custodial File
            as agent
            and bailee of, and custodian for the exclusive use and benefit, and subject
            to
            the sole direction, of the Trustee pursuant to the terms and conditions
            of the
            Custodial Agreement.

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


           

          Capitalized
            terms used herein shall have the meaning ascribed to them in the Custodial
            Agreement.

           

          
            	
                    WELLS
                      FARGO
                      BANK, N.A. 

                    (Custodian)

                  
	 	 
	
                    By:

                  	 
	
                    Name:

                  	 
	
                    Title:

                  	 


          

           

          


           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          EXHIBIT
            3

           

          REQUEST
            FOR RELEASE OF DOCUMENTS

           

          


          To:         
            Wells
            Fargo Bank, N.A.

          24
            Executive Park, Suite 100

          Irvine,
            CA 92614

          Attn:  Inventory
            Control

          


          Re:         
            Custodial
            Agreement, dated as of June 1, 2006, among Deutsche Bank 

          National
            Trust Company as the Trustee, National City Home Loan 

          Services,
            Inc. as Servicer and Wells
            Fargo Bank, N.A.
            as
            the Custodian

           

          In
            connection with the administration of the Mortgage Loans included in
            the Trust
            Fund established pursuant to the Pooling and Servicing Agreement dated
            as of
            June 1, 2006, among Financial Asset Securities Corp. as Depositor, National
            City
            Home Loan Mortgages, Inc., as Servicer, and Deutsche Bank National Trust
            Company, a national banking association, as Trustee and held by you as
            Custodian
            pursuant to the above-captioned Custodial Agreement, we request the release,
            and
            hereby acknowledge receipt of the Custodial File for the Mortgage Loan
            described
            below, for the reason indicated.

           

          Mortgage
            Loan Number:

          


          Mortgagor
            Name, Address & Zip Code:

          


          


          Reason
            for Requesting Documents
            (check
            one):

          


          
            	
                    _______

                  	
                    1.

                  	
                    Mortgage
                      Paid in Full

                  
	 	 	 
	
                    _______

                  	
                    2.

                  	
                    Foreclosure

                  
	 	 	 
	
                    _______

                  	
                    3.
                      

                  	
                    Substitution

                  
	 	 	 
	
                    _______

                  	
                    4.

                  	
                    Other
                      Liquidation (Repurchases, etc.)

                  
	 	 	 
	
                    _______

                  	
                    5.

                  	
                    Nonliquidation             Reason:___________________________

                  


          

          


          Address
            to which Custodian should

          Deliver
            the Custodial File:  

          
            	 
	 
	 


          

          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          


          
            	
                    By:

                  	 
	 	
                    (authorized
                      signer)

                  
	
                    Issuer:

                  	 
	
                    Address:

                  	 
	
                    Date:

                  	 


          

          


          Custodian

          


          Wells
            Fargo Bank, N.A.

           

          Please
            acknowledge the execution of the above request by your signature and
            date
            below:

          


          
            	
                    ____________________________________

                  	
                    _________________

                  
	
                    Signature

                  	
                    Date

                  
	 	 
	
                    Documents
                      returned to Custodian:

                  	 
	 	 
	
                    ____________________________________

                  	
                    _________________

                  
	
                    Custodian

                  	
                    Date

                  


          

          


           

          


           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

              
              

            

          



           

          EXHIBIT
            4

           

           

          AUTHORIZED
            REPRESENTATIVES OF SERVICER

           

          
            	
                    NAME

                  	 	
                    SPECIMEN
                      SIGNATURE

                  
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


          

           

          


           

           

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


           

          EXHIBIT
            5

           

           

          AUTHORIZED
            REPRESENTATIVES OF TRUSTEE

           

          
            	
                    NAME

                  	 	
                    SPECIMEN
                      SIGNATURE

                  
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


          

           

          


           

           

          


           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

              
              

            

          



           

          EXHIBIT
            6

           

           

          AUTHORIZED
            REPRESENTATIVES OF CUSTODIAN

           

          
            	
                    NAME

                  	 	
                    SPECIMEN
                      SIGNATURE

                  
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


          

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          EXHIBIT
            7

           

          SCHEDULE
            OF MORTGAGE LOANS

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


           

          EXHIBIT
            8

           

          FORM
            OF
            RECEIPT OF MORTGAGE NOTE

           

          


          Financial
            Asset Securities Corp.

          600
            Steamboat Road

          Greenwich,
            Connecticut 06830

           

          Deutsche
            Bank National Trust Company

          1761
            East
            St. Andrew Place

          Santa
            Ana, California 92705-4934

           

          


           

          
            	
                    Re:

                  	
                    First
                      Franklin Mortgage Loan Trust 2006-FF8,

                  
	 	
                    Asset-Backed
                      Certificates Series 2006-FF8

                  


          

          Ladies
            and Gentlemen:

           

          Pursuant
            to Section 3 of the Custodial Agreement, dated as of June 1, 2006, among
            Deutsche Bank National Trust Company as the Trustee, National City Home
            Loan
            Services, Inc. as Servicer and Wells
            Fargo Bank, N.A.
            as the
            Custodian, we hereby acknowledge the receipt of the original Mortgage
            Notes with
            any exceptions thereto listed on Exhibit 2.

           

          
            	
                    WELLS
                      FARGO BANK, N.A.

                  
	 	 
	
                    By:

                  	 
	
                    Name:

                  	 
	
                    Title:

                  	 


          

          


           

           

          


           

           

          


           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

              
              

            

          



           

          EXHIBIT
            9

           

          SERVICING
            CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

           

          The
            assessment of compliance to be delivered by the Custodian shall address,
            at a
            minimum, the criteria identified below as “Applicable Servicing
            Criteria”:

           

           

          
            	
                     

                    Servicing
                      Criteria

                  	
                    Applicable

                    Servicing
                      Criteria

                  
	
                    Reference

                  	
                    Criteria

                  	 
	 	
                    General
                      Servicing Considerations

                  	 
	
                     

                     

                    1122(d)(1)(i)

                  	
                    Policies
                      and procedures are instituted to monitor any performance or
                      other triggers
                      and events of default in accordance with the transaction
                      agreements

                  	 
	
                     

                     

                    1122(d)(1)(ii)

                  	
                    If
                      any material servicing activities are outsourced to third parties,
                      policies and procedures are instituted to monitor the third
                      party’s
                      performance and compliance with such servicing activities

                  	 
	
                     

                    1122(d)(1)(iii)

                  	
                    Any
                      requirements in the transaction agreements to maintain a back-up
                      servicer
                      for the pool assets are maintained.

                  	 
	
                     

                     

                     

                    1122(d)(1)(iv)

                  	
                    A
                      fidelity bond and errors and omissions policy is in effect
                      on the party
                      participating in the servicing function throughout the reporting
                      period in
                      the amount of coverage required by and otherwise in accordance
                      with the
                      terms of the transaction agreements.

                  	 
	 	
                     

                    Cash
                      Collection and Administration

                  	 
	
                     

                     

                     

                    1122(d)(2)(i)

                  	
                    Payments
                      on pool assets are deposited into the appropriate custodial
                      bank accounts
                      and related bank clearing accounts no more than two business
                      days
                      following receipt, or such other number of days specified in
                      the
                      transaction agreements.

                  	 
	
                     

                    1122(d)(2)(ii)

                  	
                    Disbursements
                      made via wire transfer on behalf of an obligor or to an investor
                      are made
                      only by authorized personnel.

                  	 
	
                     

                     

                     

                    1122(d)(2)(iii)

                  	
                    Advances
                      of funds or guarantees regarding collections, cash flows or distributions,
                      and any interest or other fees charged for such advances are
                      made,
                      reviewed and approved as specified in the transaction
                      agreements.

                  	 
	
                     

                     

                     

                    1122(d)(2)(iv)

                  	
                    The
                      related accounts for the transaction, such as cash reserve
                      accounts or
                      accounts established as a form of overcollateralization, are
                      separately
                      maintained (e.g., with respect to commingling of cash) as set
                      forth in the
                      transaction agreements.

                  	 
	
                     

                     

                     

                     

                     

                    1122(d)(2)(v)

                  	
                    Each
                      custodial account is maintained at a federally insured depository
                      institution as set forth in the transaction agreements. For
                      purposes of
                      this criterion, “federally insured depository institutions” with respect
                      to a foreign financial institution means a foreign financial
                      institution
                      that meets the requirements of Rule 13k-1(b)(1) of the Securities
                      Exchange
                      Act. 

                  	 
	
                    1122(d)(2)(vi)

                  	
                    Unissued
                      checks are safeguarded so as to prevent unauthorized
                      access.

                  	 
	
                     

                     

                     

                     

                     

                     

                     

                     

                     

                    1122(d)(2)(vii)

                  	
                    Reconciliations
                      are prepared on a monthly basis for all asset-backed securities
                      related
                      bank accounts, including custodial accounts and related bank
                      clearing
                      accounts. These reconciliations are (A) mathematically accurate;
                      (B)
                      prepared within 30 calendar days after the bank statement cutoff
                      date, or
                      such other number of days specified in the transaction agreements;
                      (C)
                      reviewed and approved by someone other than the person who
                      prepared the
                      reconciliations; and (D) contain explanations for reconciling
                      items, These
                      reconciling items are resolved within 90 calendar days of their
                      original
                      identification, or such other number of days specified in the
                      transaction
                      agreements.

                  	 
	 	
                     

                    Investor
                      Remittances and Reporting

                  	 
	
                     

                     

                     

                     

                     

                     

                     

                     

                     

                    1122(d)(3)(i)

                  	
                    Reports
                      to investors, including those to be filed with the Commission,
                      are
                      maintained in accordance with the transaction agreements and
                      applicable
                      Commission requirements. Specifically, such reports (A) are
                      prepared in
                      accordance with timeframes and other terms set forth in the
                      transaction
                      agreements, (B) provide information calculated in accordance
                      with the
                      terms specified in the transaction agreements; (C) are filed
                      with the
                      Commission as required by its rules and regulations; and (D)
                      agree with
                      investors; or the trustee’s records as to the total unpaid principal
                      balance and number of pool assets serviced by the
                      servicer.

                  	 
	
                     

                     

                    1122(d)(3)(ii)

                  	
                    Amounts
                      due to investors are allocated and remitted in accordance with
                      timeframes,
                      distribution priority and other terms set forth in the transaction
                      agreements.

                  	 
	
                     

                     

                    1122(d)(3)(iii)

                  	
                    Disbursements
                      made to an investor are posted within two business days to
                      the servicer’s
                      investor records, or such other number of days specified in
                      the
                      transaction agreements.

                  	 
	
                     

                     

                    1122(d)(3)(iv)

                  	
                    Amounts
                      remitted to investors per the investor reports agree with cancelled
                      checks, or other form of payment, or custodial bank
                      statements.

                  	 
	 	
                     

                    Pool
                      Asset Administration

                  	 
	
                     

                    1122(d)(4)(i)

                  	
                    Collateral
                      or security on pool assets is maintained as required by the
                      transaction
                      agreements or related asset pool documents.

                  	
                    √

                  
	
                     

                    1122(d)(4)(ii)

                  	
                    Pool
                      assets and related documents are safeguarded as required by
                      the
                      transaction agreements.

                  	
                    √

                  
	
                     

                     

                    1122(d)(4)(iii)

                  	
                    Any
                      additions, removals or substitutions to the asset pool are
                      made, reviewed
                      and approved in accordance with any conditions or requirements
                      in the
                      transaction agreements

                  	 
	
                     

                     

                     

                     

                     

                    1122(d)(4)(iv)

                  	
                    Payments
                      on pool assets, including any payoffs, made in accordance with
                      the related
                      pool asset documents are posted to the servicer’s obligor records
                      maintained no more than two business days after receipt, or
                      such other
                      number of days specified in the transaction agreements, and
                      allocated to
                      principal, interest or other items (e.g., escrow) in accordance
                      with the
                      related pool asset documents.

                  	 
	
                     

                    1122(d)(4)(v)

                  	
                    The
                      servicer’s records regarding the pool assets agree with the servicer’s
                      records with respect to an obligor’s unpaid principal
                      balance.

                  	 
	
                     

                     

                     

                    1122(d)(4)(vi)

                  	
                    Changes
                      with respect to the terms or status of an obligor’s pool asset (e.g., loan
                      modifications or re-agings) are made, reviewed and approved
                      by authorized
                      personnel in accordance with the transaction agreements and
                      related pool
                      asset documents.

                  	 
	
                     

                     

                     

                     

                    1122(d)(4)(vii)

                  	
                    Loss
                      mitigation of recovery actions (e.g., forbearance plans, modifications
                      and
                      deed in lieu of foreclosure, foreclosures and repossessions,
                      as
                      applicable) are initiated, conducted and concluded in accordance
                      with the
                      timeframes or other requirements established by the transaction
                      documents.

                  	 
	
                     

                     

                     

                     

                     

                     

                     

                    1122(d)(4)(viii)

                  	
                    Records
                      documenting collection efforts are maintained during the period
                      a pool
                      asset is delinquent in accordance with the transaction agreements.,
                      Such
                      records are maintained in at least a monthly basis, or such
                      other period
                      specified in the transaction agreements, and describe the entity’s
                      activities in monitoring delinquent pool assets including,
                      for example,
                      phone calls, letters and payment rescheduling plans in cases
                      where
                      delinquency is deemed temporary (e.g., illness or
                      unemployment).

                  	 
	
                     

                    1122(d)(4)(ix)

                  	
                    Adjustments
                      to interest rates or rates of return for pool assets with variable
                      rates
                      are computed based on the related pool asset documents.

                  	 
	
                     

                     

                     

                     

                     

                     

                     

                     

                    1122(d)(4)(x)

                  	
                    Regarding
                      any funds held in trust for an obligor (such as escrow accounts);
                      (A) such
                      funds are analyzed, in accordance with the obligor’s pool asset documents,
                      on at least an annual basis, or such other period specified
                      in the
                      transaction agreements; (B) interest on such funds is paid,
                      or credited,
                      to obligors in accordance with applicable pool asset documents
                      and state
                      laws; and (C) such funds are returned to the obligor within
                      3- calendar
                      days of full repayment of the related pool asset, or such other
                      number of
                      days specified in the transaction agreements.

                  	 
	
                     

                     

                     

                     

                     

                    1122(d)(4)(xi)

                  	
                    Payments
                      made on behalf of an obligor (such as tax ore insurance payments)
                      are made
                      on or before the related penalty or expiration dates, as indicated
                      on the
                      appropriate bills or notices for such payments, provided that
                      such support
                      has been received by the service at least 30 calendar days
                      prior to these
                      dates, or such other number of days specified in the transaction
                      agreements.

                  	 
	
                     

                     

                     

                    1122(d)(4)(xii)

                  	
                    Any
                      late payment penalties in connection with any payment to be
                      made on behalf
                      of an obligor are paid from the servicer’s funds and not charged to the
                      obligor, unless the late payment was due to the obligor’s error or
                      omission.

                  	 
	
                    1122(d)(4)(xiii)

                  	
                    Disbursements
                      made on behalf of an obligor are posted within two business
                      days to the
                      obligor’s records maintained by the servicer, or such other number
                      of days
                      specified in the transaction agreements.

                  	 
	
                    1122(d)(4)(xiv)

                  	
                    Delinquencies,
                      charge-offs and uncollectible funds are recognized and recorded
                      in
                      accordance with the transaction agreements.

                  	 
	
                    1122(d)(4)(xv)

                  	
                    Any
                      external enhancement or other support, identified in item 1114(a)(1)
                      through (3) or item 1115 of Regulation AB, is maintained as
                      set forth in
                      the transaction agreements.

                  	 


          

           

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          H

         

        FORM
          OF
          LOST NOTE AFFIDAVIT

         

        Personally
          appeared before me the undersigned authority to administer oaths,
          __________________ who first being duly sworn deposes and says: Deponent
          is
          __________________________ of ____________________________, successor by
          merger
          to _________________________ (“Seller”) and who has personal knowledge of the
          facts set out in this affidavit.

         

        On
          _________________________________, _________________________________ did
          execute
          and deliver a promissory note in the principal amount of
          $____________________.

         

        That
          said
          note has been misplaced or lost through causes unknown and is presently
          lost and
          unavailable after diligent search has been made. Seller’s records show that an
          amount of principal and interest on said note is still presently outstanding,
          due, and unpaid, and Seller is still owner and holder in due course of
          said lost
          note.

         

        Seller
          executes this Affidavit for the purpose of inducing Deutsche Bank National
          Trust
          Company, as trustee on behalf of First Franklin Mortgage Loan Trust 2006-FF8,
          Asset-Backed Certificates Series 2006-FF8, to accept the transfer of the
          above
          described loan from Seller.

         

        Seller
          agrees to indemnify Deutsche Bank National Trust Company and Financial
          Asset
          Securities Corp. harmless for any losses incurred by such parties resulting
          from
          the above described promissory note has been lost or misplaced.

         

        By: 
          _______________________

        _______________________

         

        
          	
                  STATE
                    OF

                	
                  )

                	 
	 	
                  )
                    SS:

                	 
	
                  COUNTY
                    OF

                	
                  )

                	 


        

         

        On
          this
          ______ day of ______________, 20_, before me, a Notary Public, in and for
          said
          County and State, appeared , who acknowledged the extension of the foregoing
          and
          who, having been duly sworn, states that any representations therein contained
          are true.

         

        Witness
          my hand and Notarial Seal this _________ day of 20__.

         

        ____________________________

        ____________________________

         

        My
          commission expires __________________________.

         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          I

         

        FORM
          OF
          LIMITED POWER OF ATTORNEY

         

        KNOW
          ALL
          MEN BY THESE PRESENTS, that [NAME OF MORTGAGEE, ASSIGNEE OR LAST ENDORSEE,
          AS
          APPLICABLE], [a ___________________ corporation][a national banking
          organization], having its principal place of business at
          __________________________, (the “Undersigned”), pursuant to that Pooling and
          Servicing Agreement (the “Pooling and Servicing Agreement”) among Financial
          Asset Securities Corp. (the “Owner”), Deutsche Bank National Trust Company and
          National City Home Loan Services, Inc. (“NCHLS”), hereby constitutes and
          appoints NCHLS, by and through NCHLS’s officers, the Undersigned’s true and
          lawful Attorney-in-Fact, in the Undersigned’s name, place and stead, as their
          interests may appear, and for the Undersigned’s respective benefit, in
          connection with all Mortgage Loans serviced by NCHLS pursuant to the Pooling
          and
          Servicing Agreement, for the purpose of performing all acts and executing
          all
          documents in the name of the Undersigned as may be customarily and reasonably
          necessary and appropriate to effectuate the following enumerated transactions
          in
          respect of any of the mortgages, deeds of trust or security instrument
          (each a
“Mortgage” or a “Deed of Trust” respectively) and promissory notes secured
          thereby (each a “Mortgage Note”) for which the Undersigned is acting as Servicer
          pursuant to the Pooling and Servicing Agreement (whether the Undersigned
          is
          named therein as mortgagee or beneficiary or has become mortgagee by virtue
          of
          endorsement of the Mortgage Note secured by any such Mortgage or Deed of
          Trust)
          all subject to the terms of the related Pooling and Servicing
          Agreement.

         

        This
          appointment shall apply to the following enumerated transactions
          only:

         

        1. The
          modification or re-recording of a Mortgage or Deed of Trust, where said
          modification or re-recording is for the purpose of correcting the Mortgage
          or
          Deed of Trust to conform same to the original intent of the parties thereto
          or
          to correct title errors discovered after such title insurance was issued
          and
          said modification or re-recording, in either instance, does not adversely
          affect
          the lien of the Mortgage or Deed of Trust as insured.

         

        2. The
          subordination of the lien of a Mortgage or Deed of Trust to an easement
          in favor
          of a public utility company or a governmental agency or authority thereunder
          with powers of eminent domain; this section shall include, without limitation,
          the execution of partial satisfaction/release, partial reconveyances or
          the
          execution of requests to trustees to accomplish same.

         

        3. The
          conveyance of the properties to the mortgage insurer, or the closing of
          the
          title to the property to be acquired as real estate owned, or conveyance
          of
          title to real estate owned.

         

        4. The
          completion of loan assumption agreements.

         

        5. The
          full
          satisfaction/release of a Mortgage or Deed of Trust or full reconveyance
          upon
          payment and discharge of all sums secured thereby, including, without
          limitation, cancellation of the related Mortgage Note.

         

        6. The
          assignment of any Mortgage or Deed of Trust and the related Mortgage Note,
          in
          connection with the repurchase of the mortgage loan secured and evidenced
          thereby.

         

        7. The
          full
          assignment of a Mortgage or Deed of Trust upon payment and discharge of
          all sums
          secured thereby in conjunction with the refinancing thereof, including,
          without
          limitation, the assignment of the related Mortgage Note.

         

        8. With
          respect to a Mortgage or Deed of Trust, the foreclosure, the taking of
          a deed in
          lieu of foreclosure, or the completion of judicial or non-judicial foreclosure
          or termination, cancellation or rescission of any such foreclosure, including,
          without limitation, any and all of the following acts:

         

        a) the
          substitution of trustee(s) serving under a Deed of Trust, in accordance
          with
          state law and the Deed of Trust;

        b) the
          preparation and issuance of statements of breach or
          non-performance;

        c) the
          preparation and filing of notices of default and/or notices of
          sale;

        d) the
          cancellation/rescission of notices of default and/or notices of
          sale;

        e) the
          taking of a deed in lieu of foreclosure; and

        f) the
          preparation and execution of such other documents and performance of such
          other
          actions as may be necessary under the terms of the Mortgage, Deed of Trust
          or
          state law to expeditiously complete said transactions in paragraphs 8(a)
          through
          8(e) above.

         

        9. The
          full
          assignment of a Mortgage or Deed of Trust upon sale of a loan pursuant
          to a
          mortgage loan sale agreement for the sale of a loan or pool of loans, including,
          without limitation, the assignment of the related Mortgage Note.

         

        The
          Undersigned gives said Attorney-in-Fact full power and authority to execute
          such
          instruments and to do and perform all and every act and thing necessary
          and
          proper to carry into effect the power or powers granted by or under this
          Limited
          Power of Attorney, each subject to the terms and conditions set forth in
          the
          related Pooling and Servicing Agreement and in accordance with the standard
          of
          care applicable to servicers in the Pooling and Servicing Agreement as
          fully as
          the undersigned might or could do, and hereby does ratify and confirm to
          all
          that said Attorney-in-Fact shall lawfully do or cause to be done by authority
          hereof. This Limited Power of Attorney shall be effective as of [SERVICING
          TRANSFER EFFECTIVE DATE].

         

        Nothing
          contained herein shall (i) limit in any manner any indemnification provided
          by
          NCHLS to the Owner under the Pooling and Servicing Agreement, or (ii) be
          construed to grant NCHLS the power to initiate or defend any suit, litigation
          or
          proceeding in the name of the Undersigned except as specifically provided
          for
          herein or under the Pooling and Servicing Agreement.

         

        National
          City Home Loan Sevices, Inc. hereby agrees to indemnify and hold the Undersigned
          and its directors, officers, employees and agents harmless from and against
          any
          and all liabilities, obligations, losses, damages, penalties, actions,
          judgments, suits, costs, expenses or disbursements of any kind or nature
          whatsoever incurred by reason or result of or in connection with the exercise
          by
          NCHLS of the powers granted to it hereunder. The foregoing indemnity shall
          survive the termination of this Limited Power of Attorney and the Pooling
          and
          Servicing Agreement or the earlier resignation or removal of the Undersigned
          under the Pooling and Servicing Agreement.

         

        Any
          third
          party without actual notice of fact to the contrary may rely upon the exercise
          of the power granted under this Limited Power of Attorney; and may be satisfied
          that this Limited Power of Attorney shall continue in full force and effect
          and
          has not been revoked unless an instrument of revocation has been made in
          writing
          by the undersigned, and such third party put on notice thereof. This Limited
          Power of Attorney shall be in addition to and shall not revoke or in any
          way
          limit the authority granted by any previous power of attorney executed
          by the
          Undersigned.

         

        IN
          WITNESS WHEREOF, ____________________ pursuant to the Pooling and Servicing
          Agreement, has caused its corporate seal to be hereto affixed and these
          presents
          to be signed and acknowledged in its name and behalf by ______________________,
          its duly elected and authorized _________________________ this ___ day
          of
          _________________, 2006.

         

        By:______________________________

        Name:___________________________

        Title:____________________________

         

        Acknowledged
          and Agreed

         

        NATIONAL
          CITY HOME LOAN SERVICES, INC. 

         

        By:_________________________

        Name:

        Title:

         

        



        EXHIBIT
          J

         

        FORM
          OF
          INVESTMENT LETTER [NON-RULE 144A]

         

        [DATE]

         

        Financial
          Asset Securities Corp.

        600
          Steamboat Road

        Greenwich,
          Connecticut 06830

         

        Deutsche
          Bank National Trust Company

        
          
             

            
              	 	
                      Re:

                    	
                      
                        First
                          Franklin Mortgage Loan Trust 2006-FF8, 
                          Asset-Backed
                            Certificates Series
                            2006-FF8

                        

                      

                    


            

             

          

        

        Ladies
          and Gentlemen:

         

        In
          connection with our acquisition of the above-captioned Certificates, we
          certify
          that (a) we understand that the Certificates are not being registered under
          the
          Securities Act of 1933, as amended (the “Act”), or any state securities laws and
          are being transferred to us in a transaction that is exempt from the
          registration requirements of the Act and any such laws, (b) we are an
“accredited investor,” as defined in Regulation D under the Act, and have such
          knowledge and experience in financial and business matters that we are
          capable
          of evaluating the merits and risks of investments in the Certificates,
          (c) we
          have had the opportunity to ask questions of and receive answers from the
          Depositor concerning the purchase of the Certificates and all matters relating
          thereto or any additional information deemed necessary to our decision
          to
          purchase the Certificates, (d) we are not an employee benefit plan that
          is
          subject to the Employee Retirement Income Security Act of 1974, as amended,
          or a
          plan that is subject to Section 4975 of the Internal Revenue Code of 1986,
          as
          amended, nor are we acting on behalf of any such plan, (e) we are acquiring
          the
          Certificates for investment for our own account and not with a view to
          any
          distribution of such Certificates (but without prejudice to our right at
          all
          times to sell or otherwise dispose of the Certificates in accordance with
          clause
          (g) below), (f) we have not offered or sold any Certificates to, or solicited
          offers to buy any Certificates from, any person, or otherwise approached
          or
          negotiated with any person with respect thereto, or taken any other action
          which
          would result in a violation of Section 5 of the Act, and (g) we will not
          sell,
          transfer or otherwise dispose of any Certificates unless (1) such sale,
          transfer
          or other disposition is made pursuant to an effective registration statement
          under the Act or is exempt from such registration requirements, and if
          requested, we will at our expense provide an opinion of counsel satisfactory
          to
          the addressees of this Certificate that such sale, transfer or other disposition
          may be made pursuant to an exemption from the Act, (2) the purchaser or
          transferee of such Certificate has executed and delivered to you a certificate
          to substantially the same effect as this certificate, and (3) the purchaser
          or
          transferee has otherwise complied with any conditions for transfer set
          forth in
          the Pooling and Servicing Agreement.

         

        


         

        
          	 	
                  WELLS
                    FARGO BANK, N.A., not in its individual capacity, but solely
                    as Trust Very
                    truly yours,

                   

                  [NAME
                    OF TRANSFEREE]

                
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
                  By:

                	 
	 	 	
                  Authorized
                    Officer

                


        

        


         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        FORM
          OF
          RULE 144A INVESTMENT LETTER

         

        [DATE]

         

        Financial
          Asset Securities Corp.

        600
          Steamboat Road

        Greenwich,
          Connecticut 06830

         

        Deutsche
          Bank National Trust Company

        1761
          East
          St. Andrew Place

        Santa
          Ana, California 92705-4934

        
          
             

            
              	 	
                      Re:

                    	
                      
                        First
                          Franklin Mortgage Loan Trust 2006-FF8, 
                          Asset-Backed
                            Certificates Series
                            2006-FF8

                        

                      

                    


            

             

          

        

        Ladies
          and Gentlemen:

         

        In
          connection with our acquisition of the above Certificates we certify that
          (a) we
          understand that the Certificates are not being registered under the Securities
          Act of 1933, as amended (the “Act”), or any state securities laws and are being
          transferred to us in a transaction that is exempt from the registration
          requirements of the Act and any such laws, (b) we have had the opportunity
          to
          ask questions of and receive answers from the Depositor concerning the
          purchase
          of the Certificates and all matters relating thereto or any additional
          information deemed necessary to our decision to purchase the Certificates,
          (c)
          we are not an employee benefit plan that is subject to the Employee Retirement
          Income Security Act of 1974, as amended, or a plan that is subject to Section
          4975 of the Internal Revenue Code of 1986, as amended, nor are we acting
          on
          behalf of any such plan, (d) we have not, nor has anyone acting on our
          behalf
          offered, transferred, pledged, sold or otherwise disposed of the Certificates,
          any interest in the Certificates or any other similar security to, or solicited
          any offer to buy or accept a transfer, pledge or other disposition of the
          Certificates, any interest in the Certificates or any other similar security
          from, or otherwise approached or negotiated with respect to the Certificates,
          any interest in the Certificates or any other similar security with, any
          person
          in any manner, or made any general solicitation by means of general advertising
          or in any other manner, or taken any other action, that would constitute
          a
          distribution of the Certificates under the Securities Act or that would
          render
          the disposition of the Certificates a violation of Section 5 of the Securities
          Act or require registration pursuant thereto, nor will act, nor has authorized
          or will authorize any person to act, in such manner with respect to the
          Certificates, (e) we are a “qualified institutional buyer” as that term is
          defined in Rule 144A under the Securities Act and have completed either
          of the
          forms of certification to that effect attached hereto as Annex 1 or Annex
          2. We
          are aware that the sale to us is being made in reliance on Rule 144A. We
          are
          acquiring the Certificates for our own account or for resale pursuant to
          Rule
          144A and further, understand that such Certificates may be resold, pledged
          or
          transferred only (i) to a person reasonably believed to be a qualified
          institutional buyer that purchases for its own account or for the account
          of a
          qualified institutional buyer to whom notice is given that the resale,
          pledge or
          transfer is being made in reliance on Rule 144A, or (ii) pursuant to another
          exemption from registration under the Securities Act.

         

        
          	 	
                  Very
                    truly yours,

                   

                  [NAME
                    OF TRANSFEREE]

                
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
                  By:

                	 
	 	 	
                  Authorized
                    Officer

                


        

        


         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ANNEX
          1 TO EXHIBIT J

         

        QUALIFIED
          INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

        


         

        [For
          Transferees Other Than Registered Investment Companies]

        


        The
          undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
          the Rule 144A Transferee Certificate to which this certification relates
          with
          respect to the Certificates described therein:

         

        1.            
          As
          indicated below, the undersigned is the President, Chief Financial Officer,
          Senior Vice President or other executive officer of the Buyer.

         

        2.           
          In
          connection with purchases by the Buyer, the Buyer is a “qualified institutional
          buyer” as that term is defined in Rule 144A under the Securities Act of 1933,
          as
          amended (“Rule 144A”) because (i) the Buyer owned and/or invested on a
          discretionary basis $                    1 
          in
          securities (except for the excluded securities referred to below) as of
          the end
          of the Buyer’s most recent fiscal year (such amount being calculated in
          accordance with Rule 144A and (ii) the Buyer satisfies the criteria in
          the
          category marked below.

         

        _________
          Corporation,
          etc.
          The Buyer is a corporation (other than a bank, savings and loan association
          or
          similar institution), Massachusetts or similar business trust, partnership,
          or
          charitable organization described in Section
          501(c)(3) of the Internal Revenue Code of 1986, as amended.

         

        _________
          Bank.
          The
          Buyer (a) is a national bank or banking institution organized under the
          laws of
          any State, territory or the District of Columbia, the business of which
          is
          substantially confined to banking and is supervised by the State or territorial
          banking commission or similar official or is a foreign bank or equivalent
          institution, and (b) has an audited net worth of at least $25,000,000 as
          demonstrated in its latest annual financial statements, a copy of which
          is
          attached hereto.

         

        _________
          Savings
          and Loan.
          The
          Buyer (a) is a savings and loan association, building and loan association,
          cooperative bank, homestead association or similar institution, which is
          supervised and examined by a State or Federal authority having supervision
          over
          any such institutions or is a foreign savings and loan association or equivalent
          institution and (b) has an audited net worth of at least $25,000,000 as
          demonstrated in its latest annual financial statements, a copy of which
          is
          attached hereto.

         

        _________
          Broker-Dealer.
          The
          Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange
          Act of 1934.

         

        _________
          Insurance
          Company.
          The
          Buyer is an insurance company whose primary and predominant business activity
          is
          the writing of insurance or the reinsuring of risks underwritten by insurance
          companies and which is subject to supervision by the insurance commissioner
          or a
          similar official or agency of a State, territory or the District of
          Columbia.

         

        _________
          State
          or Local Plan.
          The
          Buyer is a plan established and maintained by a State, its political
          subdivisions, or any agency or instrumentality of the State or its political
          subdivisions, for the benefit of its employees.

         

        _________
          ERISA
          Plan.
          The
          Buyer is an employee benefit plan within the meaning of Title I of the
          Employee
          Retirement Income Security Act of 1974, as amended.

         

        Investment
          Advisor.
          The
          Buyer is an investment advisor registered under the Investment Advisors
          Act of
          1940.

         

        _________
          Small
          Business Investment Company.
          Buyer
          is a small business investment company licensed by the U.S. Small Business
          Administration under Section 301(c) or (d) of the Small Business Investment
          Act
          of 1958.

         

        _________
          Business
          Development Company.
          Buyer
          is a business development company as defined in Section 202(a)(22) of the
          Investment Advisors Act of 1940.

         

        3.           
          The
          term
“SECURITIES” as used herein DOES NOT INCLUDE (i) securities of issuers that are
          affiliated with the Buyer, (ii) securities that are part of an unsold allotment
          to or subscription by the Buyer, if the Buyer is a dealer, (iii) securities
          issued or guaranteed by the U.S. or any instrumentality thereof, (iv) bank
          deposit notes and certificates of deposit (v) loan participations, (vi)
          repurchase agreements, (vii) securities owned but subject to a repurchase
          agreement and (viii) currency, interest rate and commodity swaps.

         

        4.          
           For
          purposes of determining the aggregate amount of securities owned and/or
          invested
          on a discretionary basis by the Buyer, the Buyer used the cost of such
          securities to the Buyer and did not include any of the securities referred
          to in
          the preceding paragraph, except (i) where the Buyer reports its securities
          holdings in its financial statements on the basis of their market value,
          and
          (ii) no current information with respect to the cost of those securities
          has
          been published. If clause (ii) in the preceding sentence applies, the securities
          may be valued at market. Further, in determining such aggregate amount,
          the
          Buyer may have included securities owned by subsidiaries of the Buyer,
          but only
          if such subsidiaries are consolidated with the Buyer in its financial statements
          prepared in accordance with generally accepted accounting principles and
          if the
          investments of such subsidiaries are managed under the Buyer’s direction.
          However, such securities were not included if the Buyer is a majority-owned,
          consolidated subsidiary of another enterprise and the Buyer is not itself
          a
          reporting company under the Securities Exchange Act of 1934, as
          amended.

         

        5.         
           The
          Buyer
          acknowledges that it is familiar with Rule 144A and understands that the
          seller
          to it and other parties related to the Certificates are relying and will
          continue to rely on the statements made herein because one or more sales
          to the
          Buyer may be in reliance on Rule 144A.

         

        6.          
           Until
          the
          date of purchase of the Rule 144A Securities, the Buyer will notify each
          of the
          parties to which this certification is made of any changes in the information
          and conclusions herein. Until such notice is given, the Buyer’s purchase of the
          Certificates will constitute a reaffirmation of this certification as of
          the
          date of such purchase. In addition, if the Buyer is a bank or savings and
          loan
          is provided above, the Buyer agrees that it will furnish to such parties
          updated
          annual financial statements promptly after they become available.

         

         

        
          	 	 
	 	
                  Print
                    Name of Buyer

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 
	 	 	 
	 	
                  Date:

                	 


        

        


        
          

            

            
              1 Buyer
                must own and/or invest on a discretionary basis at least $100,000,000
                in
                securities unless Buyer is a dealer, and, in that case, Buyer must
                own and/or
                invest on a discretionary basis at least $10,000,000 in securities.

               

            

          

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ANNEX
          2 TO EXHIBIT J

         

        QUALIFIED
          INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

         

        [For
          Transferees That are Registered Investment Companies]

        


        The
          undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
          the Rule 144A Transferee Certificate to which this certification relates
          with
          respect to the Certificates described therein:

         

        1.           
           As
          indicated below, the undersigned is the President, Chief Financial Officer
          or
          Senior Vice President of the Buyer or, if the Buyer is a “qualified
          institutional buyer” as that term is defined in Rule 144A under the Securities
          Act of 1933, as amended (“Rule 144A”) because Buyer is part of a Family of
          Investment Companies (as defined below), is such an officer of the
          Adviser.

         

        2.           
           In
          connection with purchases by Buyer, the Buyer is a “qualified institutional
          buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment
          company registered under the Investment Company Act of 1940, as amended
          and (ii)
          as marked below, the Buyer alone, or the Buyer’s Family of Investment Companies,
          owned at least $100,000,000 in securities (other than the excluded securities
          referred to below) as of the end of the Buyer’s most recent fiscal year. For
          purposes of determining the amount of securities owned by the Buyer or
          the
          Buyer’s Family of Investment Companies, the cost of such securities was used,
          except (i) where the Buyer or the Buyers Family of Investment Companies
          reports
          its securities holdings in its financial statements on the basis of their
          market
          value, and (ii) no current information with respect to the cost of those
          securities has been published. If clause (ii) in the preceding sentence
          applies,
          the securities may be valued at market.

         

        _________
          The
          Buyer
          owned $_________ in securities (other than the excluded securities referred
          to
          below) as of the end of the Buyer’s most recent fiscal year (such amount being
          calculated in accordance with Rule 144A).

         

        _________
          The
          Buyer
          is part of a Family of Investment Companies which owned in the aggregate
          $___________ in securities (other than the excluded securities referred
          to
          below) as of the end of the Buyer’s most recent fiscal year (such amount being
          calculated in accordance with Rule 144A).

         

        3.          
           The
          term
“FAMILY OF INVESTMENT COMPANIES” as used herein means two or more registered
          investment companies (or series thereof) that have the same investment
          adviser
          or investment advisers that are affiliated (by virtue of being majority
          owned
          subsidiaries of the same parent or because one investment adviser is a
          majority
          owned subsidiary of the other).

         

        4.          
           The
          term
“SECURITIES” as used herein does not include (i) securities of issuers that are
          affiliated with the Buyer or are part of the Buyer’s Family of Investment
          Companies, (ii) securities issued or guaranteed by the U.S. or any
          instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
          (iv) loan participations, (v) repurchase agreements, (vi) securities owned
          but
          subject to a repurchase agreement and (vii) currency, interest rate and
          commodity swaps.

         

        5.         
           The
          Buyer
          is familiar with Rule 144A and understands that the parties listed in the
          Rule
          144A Transferee Certificate to which this certification relates are relying
          and
          will continue to rely on the statements made herein because one or more
          sales to
          the Buyer will be in reliance on Rule 144A. In addition, the Buyer will
          only
          purchase for the Buyer’s own account.

         

        6.           Until
          the
          date of purchase of the Certificates, the undersigned will notify the parties
          listed in the Rule 144A Transferee Certificate to which this certification
          relates of any changes in the information and conclusions herein. Until
          such
          notice is given, the Buyer’s purchase of the Certificates will constitute a
          reaffirmation of this certification by the undersigned as of the date of
          such
          purchase.

        


         

        
          	 	 
	 	
                  Print
                    Name of Buyer or Adviser

                   

                
	 	
                  By:

                	 
	 	 	
                  Name

                
	 	 	
                  Title

                
	 	 	 
	 	 	 
	 	
                  IF
                    AN ADVISER:

                
	 	 	 
	 	 
	 	
                  Print
                    Name of Buyer

                
	 	 	 
	 	 	 
	 	 	 
	 	
                  Date:

                	 


        

        


         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          K

         

        FORM
          OF
          TRANSFER AFFIDAVIT FOR RESIDUAL CERTIFICATES

        PURSUANT
          TO SECTION 5.02(D)

         

        FIRST
          FRANKLIN MORTGAGE LOAN TRUST 2006-FF8

        ASSET-BACKED
          CERTIFICATES, SERIES 2006-FF8

         

        
          	
                  STATE
                    OF

                	
                  )

                	 
	 	
                  )
                    ss:

                	 
	
                  COUNTY
                    OF

                	
                  )

                	 


        

         

        The
          undersigned, being first duly sworn, deposes and says as follows:

         

        1.  The
          undersigned is an officer of, the proposed Transferee of an Ownership Interest
          in a Residual Certificate (the “Certificate”)
          issued
          pursuant to the Pooling and Servicing Agreement dated as of June 1, 2006
          (the
“Agreement”),
          among
          Financial Asset Securities Corp., as depositor (the “Depositor”),
          National City Home Loan Services, Inc., as servicer (the “Servicer”)
          and
          Deutsche Bank National Trust Company, as trustee (the “Trustee”).
          Capitalized terms used, but not defined herein or in Exhibit 1 hereto,
          shall have the meanings ascribed to such terms in the Agreement. The Transferee
          has authorized the undersigned to make this affidavit on behalf of the
          Transferee for the benefit of the Depositor and the Trustee.

         

        2.  The
          Transferee is, as of the date hereof, and will be, as of the date of the
          Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
          Interest in the Certificate for its own account. The Transferee has no
          knowledge
          that any such affidavit is false.

         

        3.  The
          Transferee has been advised of, and understands that (i) a tax will be
          imposed on Transfers of the Certificate to Persons that are not Permitted
          Transferees; (ii) such tax will be imposed on the transferor, or, if such
          Transfer is through an agent (which includes a broker, nominee or middleman)
          for
          a Person that is not a Permitted Transferee, on the agent; and (iii) the
          Person otherwise liable for the tax shall be relieved of liability for
          the tax
          if the subsequent Transferee furnished to such Person an affidavit that
          such
          subsequent Transferee is a Permitted Transferee and, at the time of Transfer,
          such Person does not have actual knowledge that the affidavit is
          false.

         

        4.  The
          Transferee has been advised of, and understands that a tax will be imposed
          on a
“pass-through entity” holding the Certificate if at any time during the taxable
          year of the pass-through entity a Person that is not a Permitted Transferee
          is
          the record holder of an interest in such entity. The Transferee understands
          that
          such tax will not be imposed for any period with respect to which the record
          holder furnishes to the pass-through entity an affidavit that such record
          holder
          is a Permitted Transferee and the pass-through entity does not have actual
          knowledge that such affidavit is false. (For this purpose, a “pass-through
          entity” includes a regulated investment company, a real estate investment trust
          or common trust fund, a partnership, trust or estate, and certain cooperatives
          and, except as may be provided in Treasury Regulations, persons holding
          interests in pass-through entities as a nominee for another
          Person.)

         

        5.  The
          Transferee has reviewed the provisions of Section 5.02(d) of the Agreement
          and understands the legal consequences of the acquisition of an Ownership
          Interest in the Certificate including, without limitation, the restrictions
          on
          subsequent Transfers and the provisions regarding voiding the Transfer
          and
          mandatory sales. The Transferee expressly agrees to be bound by and to
          abide by
          the provisions of Section 5.02(d) of the Agreement and the restrictions
          noted on the face of the Certificate. The Transferee understands and agrees
          that
          any breach of any of the representations included herein shall render the
          Transfer to the Transferee contemplated hereby null and void.

         

        6.  The
          Transferee agrees to require a Transfer Affidavit from any Person to whom
          the
          Transferee attempts to Transfer its Ownership Interest in the Certificate,
          and
          in connection with any Transfer by a Person for whom the Transferee is
          acting as
          nominee, trustee or agent, and the Transferee will not Transfer its Ownership
          Interest or cause any Ownership Interest to be Transferred to any Person
          that
          the Transferee knows is not a Permitted Transferee. In connection with
          any such
          Transfer by the Transferee, the Transferee agrees to deliver to the Trustee
          a
          certificate substantially in the form set forth as Exhibit L to the
          Agreement (a “Transferor
          Certificate”)
          to the
          effect that such Transferee has no actual knowledge that the Person to
          which the
          Transfer is to be made is not a Permitted Transferee.

         

        7.  The
          Transferee has historically paid its debts as they have come due, intends
          to pay
          its debts as they come due in the future, and understands that the taxes
          payable
          with respect to the Certificate may exceed the cash flow with respect thereto
          in
          some or all periods and intends to pay such taxes as they become due. The
          Transferee does not have the intention to impede the assessment or collection
          of
          any tax legally required to be paid with respect to the
          Certificate.

         

        8.  The
          Transferee’s taxpayer identification number is ___________.

         

        9.  The
          Transferee is a U.S. Person as defined in Code
          Section 7701(a)(30).

         

        10.  The
          Transferee is aware that the Certificate may be a “noneconomic residual
          interest” within the meaning of proposed Treasury regulations promulgated
          pursuant to the Code and that the transferor of a noneconomic residual
          interest
          will remain liable for any taxes due with respect to the income on such
          residual
          interest, unless no significant purpose of the transfer was to impede the
          assessment or collection of tax.

         

        11.  The
          Transferee will not cause income from the Certificate to be attributable
          to a
          foreign permanent establishment or fixed base, within the meaning of an
          applicable income tax treaty, of the Transferee or any other U.S.
          person.

         

        12.  Check
          one
          of the following:

         

        [_] The
          present value of the anticipated tax liabilities associated with holding
          the
          Certificate, as applicable, does not exceed the sum of:

         

        
          	 	
                  (i)

                	
                  the
                    present value of any consideration given to the Transferee to
                    acquire such
                    Certificate;

                


        

         

        
          	 	
                  (ii)

                	
                  the
                    present value of the expected future distributions on such Certificate;
                    and

                


        

         

        
          	 	
                  (iii)

                	
                  the
                    present value of the anticipated tax savings associated with
                    holding such
                    Certificate as the related REMIC generates
                    losses.

                


        

         

        For
          purposes of this calculation, (i) the Transferee is assumed to pay tax
          at the
          highest rate currently specified in Section 11(b) of the Code (but the
          tax rate
          in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
          specified in Section 11(b) of the Code if the Transferee has been subject
          to the
          alternative minimum tax under Section 55 of the Code in the preceding two
          years
          and will compute its taxable income in the current taxable year using the
          alternative minimum tax rate) and (ii) present values are computed using
          a
          discount rate equal to the short-term Federal rate prescribed by Section
          1274(d)
          of the Code for the month of the transfer and the compounding period used
          by the
          Transferee.

         

        [_] The
          transfer of the Certificate complies with U.S. Treasury Regulations Sections
          1.860E-1(c)(5) and (6) and, accordingly,

         

        
          	 	
                  (i)

                	
                  the
                    Transferee is an “eligible corporation,” as defined in U.S. Treasury
                    Regulations Section 1.860E-1(c)(6)(i), as to which income from
                    the
                    Certificate will only be taxed in the United
                    States;

                


        

         

        
          	 	
                  (ii)

                	
                  at
                    the time of the transfer, and at the close of the Transferee’s two fiscal
                    years preceding the year of the transfer, the Transferee had
                    gross assets
                    for financial reporting purposes (excluding any obligation of
                    a person
                    related to the Transferee within the meaning of U.S. Treasury
                    Regulations
                    Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net
                    assets in
                    excess of $10 million;

                


        

         

        
          	 	
                  (iii)

                	
                  the
                    Transferee will transfer the Certificate only to another “eligible
                    corporation,” as defined in U.S. Treasury Regulations Section
                    1.860E-1(c)(6)(i), in a transaction that satisfies the requirements
                    of
                    Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5)
                    of
                    the U.S. Treasury Regulations;
                    and

                


        

         

        
          	 	
                  (iv)

                	
                  the
                    Transferee determined the consideration paid to it to acquire
                    the
                    Certificate based on reasonable market assumptions (including,
                    but not
                    limited to, borrowing and investment rates, prepayment and loss
                    assumptions, expense and reinvestment assumptions, tax rates
                    and other
                    factors specific to the Transferee) that it has determined in
                    good
                    faith.

                


        

         

        [_] None
          of
          the above.

         

        13.  The
          Transferee is not an employee benefit plan that is subject to Title I of
          ERISA
          or a plan that is subject to Section 4975 of the Code or a plan subject to
          any Federal, state or local law that is substantially similar to Title
          I of
          ERISA or Section 4975 of the Code, and the Transferee is not acting on
          behalf of
          or investing plan assets of such a plan.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        IN
          WITNESS WHEREOF, the Transferee has caused this instrument to be executed
          on its
          behalf, pursuant to authority of its Board of Directors, by its duly authorized
          officer and its corporate seal to be hereunto affixed, duly attested, this
              
          day
          of
                  ,
          20  .

         

        


        
          	 	
                  [NAME
                    OF TRANSFEREE]

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

         

         

        [Corporate
          Seal]

         

        ATTEST:

         

        


        
          	 	 
	
                  [Assistant]
                    Secretary

                	 


        

         

        Personally
          appeared before me the above-named __________, known or proved to me to
          be the
          same person who executed the foregoing instrument and to be the ___________
          of
          the Transferee, and acknowledged that he executed the same as his free
          act and
          deed and the free act and deed of the Transferee.

         

        Subscribed
          and sworn before me this     
          day
          of
        
          ,
          20  .

         

        


        
          	 	 
	 	
                  NOTARY
                    PUBLIC

                   

                  My
                    Commission expires the __ day

                  of
                    _________, 20__

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        EXHIBIT
          L

         

        FORM
          OF
          TRANSFEROR CERTIFICATE

         

        [DATE]

         

        Financial
          Asset Securities Corp.

        600
          Steamboat Road

        Greenwich,
          Connecticut 06830

        
          
             

            
              	 	
                      Re:

                    	
                      
                        First
                          Franklin Mortgage Loan Trust 2006-FF8, 
                          Asset-Backed
                            Certificates Series
                            2006-FF8

                        

                      

                    


            

             

            Ladies
              and Gentlemen:

          

        

         

        In
          connection with our disposition of the above Certificates we certify that
          (a) we
          understand that the Certificates have not been registered under the Securities
          Act of 1933, as amended (the “Act”), and are being disposed by us in a
          transaction that is exempt from the registration requirements of the Act,
          (b) we
          have not offered or sold any Certificates to, or solicited offers to buy
          any
          Certificates from, any person, or otherwise approached or negotiated with
          any
          person with respect thereto, in a manner that would be deemed, or taken
          any
          other action which would result in, a violation of Section 5 of the Act,
          (c) to
          the extent we are disposing of a Class [ ] Certificate, we have no knowledge
          the
          Transferee is not a Permitted Transferee and (d) no purpose of the proposed
          disposition of a Class [ ] Certificate is to impede the assessment or collection
          of tax.

         

        
          	 	
                  Very
                    truly yours,

                   

                
	 	
                  TRANSFEROR

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

        


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        EXHIBIT
          M

         

        FORM
          OF
          ERISA REPRESENTATION LETTER

         

        _____________,
          20__

         

        


        
          	
                  Financial
                    Asset Securities Corp.

                  600
                    Steamboat Road

                  Greenwich,
                    Connecticut 06830

                	
                  Deutsche
                    Bank National Trust Company

                  1761
                    East St. Andrew Place

                  Santa
                    Ana, California 92705-4934

                


        

        
           

          
            	 	
                    Re:

                  	
                    
                      First
                        Franklin Mortgage Loan Trust 2006-FF8, 
                        Asset-Backed
                          Certificates Series
                          2006-FF8

                      

                    

                  


          

        

         

        Dear
          Sirs:

         

        _______________________
          (the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance First Franklin
          Mortgage Loan Trust 2006-FF8, Asset-Backed Certificates Series 2006-FF8,
          Class
          [C][P][R[-X]] (the “Certificates”), issued pursuant to a Pooling and Servicing
          Agreement (the “Pooling and Servicing Agreement”) dated as of June 1, 2006 among
          Financial Asset Securities Corp. as depositor (the “Depositor”), National City
          Home Loan Sevices, Inc. as servicer (the “Servicer”) and Deutsche Bank National
          Trust Company as trustee (the “Trustee”). Capitalized terms used herein and not
          otherwise defined shall have the meanings assigned thereto in the Pooling
          and
          Servicing Agreement. The Transferee hereby certifies, represents and warrants
          to, and covenants with the Depositor, the Trustee and the Servicer the
          following:

         

        The
          Certificates (i) are not being acquired by, and will not be transferred
          to, any
          employee benefit plan within the meaning of section 3(3) of the Employee
          Retirement Income Security Act of 1974, as amended (“ERISA”), or other
          retirement arrangement, including individual retirement accounts and annuities,
          Keogh plans and bank collective investment funds and insurance company
          general
          or separate accounts in which such plans, accounts or arrangements are
          invested,
          that is subject to Section 406 of ERISA or Section 4975 of the Internal
          Revenue
          Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being
          acquired with “plan assets” of a Plan within the meaning of the Department of
          Labor (“DOL”) regulation, 29 C.F.R. §2510.3-101, and (iii) will not be
          transferred to any entity that is deemed to be investing in plan assets
          within
          the meaning of the DOL regulation at 29 C.F.R.§ 2510.3-101.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


         

        
          	 	
                  Very
                    truly yours,

                   

                
	 	
                  [Transferee]

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

        


         

        



        EXHIBIT
          N-1

         

        FORM
          CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K

        
          
             

            
              	 	
                      Re:

                    	
                      
                        Soundview
                          Home Loan Trust, Series 2006-FF8 
                          Asset
                            Backed Certificates, Series
                            2006-FF8

                        

                      

                    


            

          

           

        

        I,
          [identify the certifying individual], certify that:

         

        l. I
          have
          reviewed this report on Form 10-K, and all reports on Form 10-D required
          to be
          filed in respect of the period included in the year covered by this report
          in
          Form 10-K of First Franklin Mortgage Loan Trust 2006-FF8 (the “Exchange Act
          periodic reports”);

         

        2. Based
          on
          my knowledge, the Exchange Act periodic reports, taken as a whole, do not
          contain any untrue statement of a material fact or omit to state a material
          fact
          necessary to make the statements made, in light of the circumstances under
          which
          such statements were made, not misleading with respect to the period covered
          by
          this report;

         

        3. Based
          on
          my knowledge, all of the distribution, servicing and other information
          required
          to be provided under Form 10-D for the period covered by this report is
          included
          in the Exchange Act periodic reports;

         

        4. Based
          on
          my knowledge and upon the annual compliance statement required in this
          report
          under Item 1123 of Regulation AB, and except as disclosed in the Exchange
          Act
          periodic reports, the Servicer has fulfilled each of its obligations under
          the
          pooling and servicing agreement; and

         

        5. All
          of
          the reports on assessment of compliance with servicing criteria for asset-backed
          securities and their related attestation reports on assessment of compliance
          with servicing criteria for asset-backed securities required to be included
          in
          this report in accordance with Item 1122 of Regulation AB and Exchange
          Act Rules
          13a-18 and 15d-18 have been included as an exhibit to this report, except
          as
          otherwise disclosed in this report. Any material instances of noncompliance
          described in such reports have been disclosed in this report on Form
          10-K.

         

        In
          giving
          the certifications above, I have reasonably relied on information provided
          to me
          by the following unaffiliated parties: National City Home Loan Sevices,
          Inc. and
          Deutsche Bank National Trust Company.

         

        
          	 	
                  FINANCIAL
                    ASSET SECURITIES CORP.

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 
	 	
                  Date:

                	 


        

        


         

        EXHIBIT
          N-2

         

        FORM
          CERTIFICATION TO BE

        PROVIDED
          TO DEPOSITOR BY THE TRUSTEE

        
          
            
               

              
                	 	
                        Re:

                      	
                        
                          First
                            Franklin Mortgage Loan Trust 2006-FF8 (the “Trust”) 
                            Asset-Backed
                              Certificates, Series
                              2006-FF8

                          

                        

                      


              

            

             

          

        

        I,
          [identify the certifying individual], a [title] of Deutsche Bank National
          Trust
          Company, as Trustee of the Trust, hereby certify to Financial Asset Securities
          Corp. (the “Depositor”), and its officers, directors and affiliates, and with
          the knowledge and intent that they will rely upon this certification,
          that:

         

        1. I
          have
          reviewed the annual report on Form 10-K for the fiscal year [___], and
          all
          reports on Form 10-D required to be filed in respect of the period covered
          by
          such Form 10-K of the Depositor relating to the above-referenced trust
          (the
“Exchange Act periodic reports”)

         

        2. Based
          on
          my knowledge, the information prepared by the Trustee, contained, in these
          distribution reports taken as a whole, do not contain any untrue statement
          of a
          material fact or omit to state a material fact necessary to make the statements
          made, in light of the circumstances under which such statements were made,
          not
          misleading with respect to the period covered by this report;

         

        3. Based
          on
          my knowledge, the distribution information required to be provided by the
          Trustee under the Pooling and Servicing Agreement is included in these
          reports.

         

        Capitalized
          terms used but not defined herein have the meanings ascribed to them in
          the
          Pooling and Servicing Agreement, dated June 1, 2006 (the “Pooling and Servicing
          Agreement”), among the Depositor as depositor, National City Home Loan Sevices,
          Inc. as servicer and Deutsche Bank National Trust Company as
          trustee.

         

        
          	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, as Trustee

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 
	 	
                  Date:

                	 


        

        


        
 


        EXHIBIT
          N-3

         

        FORM
          CERTIFICATION TO BE

        PROVIDED
          TO DEPOSITOR BY THE SERVICER

        
          
            
               

              
                	 	
                        Re:

                      	
                        
                          Soundview
                            Home Loan Trust, Series 2006-FF8 
                            Asset
                              Backed Certificates, Series
                              2006-FF8

                          

                        

                      


              

            

             

          

        

        I,
          [identify the certifying individual], certify to Financial Asset Securities
          Corp. (the “Depositor”), the Trustee and their respective officers, directors
          and affiliates, and with the knowledge and intent that they will rely upon
          this
          certification, that:

         

        1.
           Based
          on
          my knowledge, the information in the annual compliance statement, the Annual
          Independent Public Accountant's Servicing Report and all servicing reports,
          officer's certificates and other information relating to the servicing
          of the
          Mortgage Loans taken as a whole, does not contain any untrue statement
          of a
          material fact or omit to state a material fact necessary to make the statements
          made, in light of the circumstances under which such statements were made,
          not
          misleading as of the date of this certification;

         

        2. The
          servicing information required to be provided by the Servicer under the
          Pooling
          and Servicing Agreement has been provided to the Depositor and the
          Trustee;

         

        3. I
          am is
          responsible for reviewing the activities performed by the Servicer under
          the
          Pooling and Servicing Agreement and based upon the review required by the
          Pooling and Servicing Agreement, and except as disclosed in the annual
          compliance statement or the Annual Independent Public Accountant's Servicing
          Report, the Servicer has, as of the date of this certification fulfilled
          its
          obligations under the Pooling and Servicing Agreement; and

         

        4. Such
          officer has disclosed to the Depositor and the Trustee all significant
          deficiencies relating to the Servicer’s compliance with the minimum servicing
          standards in accordance with a review conducted in compliance with the
          Uniform
          Single Attestation Program for Mortgage Bankers or similar standard as
          set forth
          in the Pooling and Servicing Agreement.

         

        5. All
          of
          the reports on assessment of compliance with servicing criteria for asset-backed
          securities and their related attestation reports on assessment of compliance
          with servicing criteria for asset-backed securities required to be included
          in
          this report in accordance with Item 1122 of Regulation AB and Exchange
          Act Rules
          13a-18 and 15d-18 have been included as an exhibit to this report, except
          as
          otherwise disclosed in this report. Any material instances of noncompliance
          described in such reports have been disclosed in this report on Form
          10-K.

         

        Capitalized
          terms used but not defined herein have the meanings ascribed to them in
          the

        Pooling
          and Servicing Agreement, dated June 1, 2006 (the “Pooling and Servicing
          Agreement”), among the Depositor, National City Home Loan Sevices, Inc. as
          servicer and Deutsche Bank National Trust Company as trustee.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


         

        
          	 	
                  NATIONAL
                    CITY HOME LOAN SERVICES, INC. 

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 
	 	
                  Date:

                	 


        

        


         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          O

         

        FORM
          OF
          BASIS RISK CAP AGREEMENT

         

        
           

          
            	
                     

                      


                    

                  


          

          Revised
            Transaction

          


          

            
              	
                      Date:

                    	
                      21
                        June, 2006

                    
	 	 
	
                      To:

                    	
                      Deutsche
                        Bank National Trust Company, not in its individual capacity,
                        but solely as
                        Trustee with respect to the First Franklin Mortgage Loan
                        Trust 2006-FF8,
                        Asset-Backed Certificates, Series 2006-FF8

                    
	
                       

                    	Attention:
                      Swap
                      Administration
	 	 
	
                      From:

                    	
                      Lehman
                        Brothers Special Financing Inc.

                    
	 	
                      Kathy
                        Tsang - Transaction Management Group

                    
	
                       

                    	
                      Facsimile:
                        646-885-9551 (United States of America)

                    
	
                       

                    	
                      Telephone:
                        212-526-9080

                    
	 	 
	
                      Ref.
                        Numbers:

                    	
                      Risk
                        ID: 1240963L / Effort ID: N978060 / Global Deal ID:
                        2562756/2562485

                    
	 	 
	
                      SUBJECT:

                    	
                      CAP
                        TRANSACTION 

                    
	 	 
	 	 


            

             

          

          Dear
            Sir
            or Madam:

           

          The
            purpose of this communication is to set forth the terms and conditions
            of the
            interest rate transaction that has been entered into on the Trade Date
            referred
            to below (the “Transaction”), between Lehman Brothers Special Financing Inc.
            (“Party A”) and Deutsche
            Bank National Trust Company, not in its individual capacity, but solely
            as
            Trustee with respect to the First Franklin Morgage Loan Trust 2006-FF8,
            Asset-Backed Certificates, Series 2006-FF8 (“Party
            B”) formed under the Trust Agreement (defined below) which is governed
            by the
            laws of the State of New York. This communication constitutes a “Confirmation”
as referred to in the Master Agreement specified below. This
            Confirmation supersedes and replaces in its entirety any other confirmation
            referencing the Transaction to which this Confirmation
            relates.

          


          


          This
            Confirmation supplements, forms part of, and is subject to, the ISDA
            Master
            Agreement dated as of 29 June, 2006, as amended and supplemented from
            time to
            time, between Party A and Party B (the “Agreement”). All provisions contained in
            the Agreement shall govern this Confirmation except as expressly modified
            below.

           

          The
            definitions and provisions contained in the 2000 ISDA Definitions as
            published
            by the International Swaps and Derivatives Association, Inc. (the “Definitions”)
            are incorporated into this Confirmation. In the event of any inconsistency
            between the Definitions and the terms of this Confirmation, this Confirmation
            will govern. For the purpose of the Definitions, references herein to
            a
“Transaction” shall be deemed to be references to a “Swap
            Transaction”.

           

          Party
            A
            and Party B each represents that entering into the Transaction is within
            its
            capacity, is duly authorized and does not violate any laws of its jurisdiction
            of organization or residence or the terms of any agreement to which it
            is a
            party. Party A and Party B each represents that (a) it is not relying
            on the
            other party in connection with its decision to enter into this Transaction,
            and
            neither party is acting as an advisor to or fiduciary of the other party
            in
            connection with this Transaction regardless of whether the other party
            provides
            it with market information or its views; (b) it understands the risks
            of the
            Transaction and any legal, regulatory, tax, accounting and economic consequences
            resulting therefrom; and (c) it has determined based upon its own judgment
            and
            upon any advice received from its own professional advisors as it has
            deemed
            necessary to consult that entering into the Transaction is appropriate
            for such
            party in light of its financial capabilities and objectives. Party A
            and Party B
            each represents that upon due execution and delivery of this Confirmation,
            it
            will constitute a legally valid and binding obligation, enforceable against
            it
            in accordance with its terms, subject to applicable principles of bankruptcy
            and
            creditors’ rights generally and to equitable principles of general
            application.

           

          The
            terms
            of the particular Transaction to which this Confirmation relates are
            as
            follows:

           

          
            	
                    General
                      Terms:

                  	 
	
                    Trade
                      Date:

                  	
                    20
                      June, 2006

                  
	 	 
	
                    Effective
                      Date:

                  	
                    29
                      June, 2006

                  
	 	 
	
                    Termination
                      Date:

                  	
                    25
                      May, 2007, subject to adjustment in accordance with the Modified
                      Following
                      Business Day Convention.

                  
	 	 
	
                    Notional
                      Amount:

                  	
                    With
                      respect to each Calculation Period, the lesser of the Calculation
                      Amount
                      as set forth in Schedule A and the aggregate principal balance
                      of the
                      Reference Assets. 

                  
	 	 
	
                    Reference
                      Assets:

                  	
                    FFML2006-FF8
                      Class IA1 (Cusip: 320278AR5, Class IIA1 (Cusip: 320278AA2),
                      Class IIA2
                      (Cusip: 320278AB0), Class IIA3 (Cusip: 320278AC8), Class IIA4
                      (Cusip:
                      320278AD6), Class M1 (Cusip: 320278AE4), Class M2 (Cusip: 320278AF1),
                      Class M3 (Cusip: 320278AG9), Class M4 (Cusip: 320278AH7), Class
                      M5 (Cusip:
                      320278AJ3), Class M6 (Cusip: 320278AK0), Class M7 (Cusip: 320278AL8),
                      Class M8 (Cusip: 320278AM6), Class M9 (Cusip: 320278AN4), Class
                      M10
                      (Cusip: 320278AP9), Class M11 (Cusip: 320278AQ7), Class M12
                      (Cusip:
                      320278AS3). 

                  
	 	 
	
                    Principal
                      Balance:

                  	
                    As
                      reported on Bloomberg Financial Services, Inc. (“Bloomberg”) by entering
                      the “Cusip “ <Mtge> PDI4, <Go>. 

                  
	 	 
	
                    Fixed
                      Amounts:

                  	 
	
                    Fixed
                      Amount Payer:

                  	
                    Party
                      B; provided, however, that
                      in exchange for due consideration, the receipt and sufficiency
                      of which
                      are hereby acknowledged, Greenwich
                      Capital Markets Inc. will be making the Fixed Amount payment
                      to Party A on
                      behalf of Party B.

                  
	 	 
	
                    Floating
                      Amounts:

                  	 
	
                    Floating
                      Rate Payer:

                  	
                    Party
                      A

                  
	 	 
	
                    Floating
                      Rate:

                  	
                    The
                      greater of (A) and (B):

                    (A)  means
                      0.00%, and

                    (B)  means
                      the lesser of (i) USD-LIBOR-BBA with a Designated Maturity
                      of one month
                      minus
                      the Strike Rate (as set forth in Schedule A and (ii) Maximum
                      Rate (as set
                      forth in Schedule A).

                  
	 	 
	
                    Floating
                      Amount Payer 

                    Payment
                      Dates:

                  	
                    The
                      twenty-fifth (25th) calendar day of each month, commencing
                      July 25, 2006,
                      subject to adjustment in accordance with the Modified Following
                      Business
                      Day Convention.

                  
	 	 
	
                    Spread:

                  	
                    Inapplicable

                  
	 	 
	
                    Floating
                      Rate Day Count Fraction:

                  	
                    Actual/360

                  
	 	 
	
                    Reset
                      Dates:

                  	
                    The
                      first day of each Calculation Period

                  
	 	 
	
                    Business
                      Days:

                  	
                    New
                      York

                  


          

           

          Additional
            Provision:

          


          (w)
            Compliance with Regulation AB.

          


          (1)
            It
            shall be a swap disclosure event (“Swap Disclosure Event”) if, at any time after
            the date hereof, the Depositor or the Sponsor notifies Party A that the
            aggregate “significance percentage” (calculated in accordance with the
            provisions of Item 1115 of Regulation AB) of all derivative instruments
            provided
            by Party A and any of its affiliates to Party B (collectively, the “Aggregate
            Significance Percentage”) is 10% or more. 

          


          (2)
            (a)Upon the occurrence of a Swap Disclosure Event, Party A, at its own
            cost and
            expense (and without any expense or liability to the Depositor, the Sponsor,
            the
            Underwriters, the Depositor, the Trustee or the Issuing Entity), shall
            take one
            of the following actions: 

          


          (i)
            provide to the Sponsor and the Depositor: (i) if the Aggregate Significance
            Percentage is 10% or more, but less than 20%, the information required
            under
            Item 1115(b)(1) of Regulation AB or (ii) if the Aggregate Significance
            Percentage is 20% or more, within five (5) Business Days, the information
            required under Item 1115(b)(2) of Regulation AB; or 

           

          (ii)
            assign its rights and delegate its obligations under the Transaction
            to a
            counterparty with the Approved Ratings Thresholds (or which satisfies
            the Rating
            Agency Condition), that (x) provides the information specified in clause
            (a)
            above to the Depositor and Sponsor and (y) enters into documentation
            substantially similar to the documentation then in place between Party
            A and
            Party B. 

          


          (b)
            For
            so long as the Aggregate Significance Percentage is 10% or more, Party
            A shall
            provide any updates to the information provided pursuant to clause (a)(ii)
            above
            to the Sponsor and the Depositor within five (5) Business Days following
            availability thereof (but in no event more than 45 days after the end
            of each of
            Party A’s fiscal quarter for any quarterly update, and in no even more than 90
            days after the end of each of Party A’s fiscal year for any annual update).


          


          (c)
            All
            information provided pursuant to clauses (a)(i) and (b) shall be in a
            form
            suitable for conversion to the format required for filing by the Depositor
            with
            the Commission via the Electronic Data Gathering and Retrieval System
            (EDGAR).
            In addition, any such information, if audited, shall be accompanied by
            any
            necessary auditor’s consents. If permitted by Regulation AB, any such
            information may be provided by reference to or incorporation by reference
            from
            reports filed pursuant to the Exchange Act.   

          


          (3)
            If
            (a) Party A has failed to deliver any information, report, certification
            or
            accountants’ consent when and as required under (w)(2) above, which continues
            unremedied for the lesser of ten calendar days after the date on which
            such
            information, report, certification or accountants’ consent was required to be
            delivered or such period in which the applicable Exchange Act Report
            for which
            such information is required can be timely filed and (b) Party A has
            not, at its
            own cost, within the period in which the applicable Exchange Act Report
            for
            which such information is required can be timely filed caused another
            entity to
            replace Party A as party to this Agreement that (i) has signed an agreement
            with
            Party B and the related Depositor substantially in the form of this Agreement,
            (ii) has agreed to deliver any information, report, certification or
            accountants’ consent when and as required under this clause (w)(2) above and
            (iii) is approved by the related Depositor (which approval shall not
            be
            unreasonably withheld) and any rating agency, if applicable, on terms
            substantially similar to the Derivative Agreement, then Party A shall
            promptly
            reimburse the Issuing Entity, the present and former respective officers,
            directors, employees and agents of the Issuing Entity and any such controlling
            person for any legal or other expenses reasonably incurred by it or any
            of them
            in connection with investigating or defending any such losses, claims,
            liabilities, damages, penalties, fines, forfeitures, legal fees or expenses
            or
            related costs, judgments, or any other costs, fees or expenses, as and
            when
            incurred; provided that the foregoing indemnity by Party A shall not
            apply to
            the lost profits of the Issuing Entity or any such related party.

          


          
            	
                    Miscellaneous:

                  	 
	 	 
	
                    Calculation
                      Agent:

                  	
                    Party
                      A

                  


          

           

          Please
            confirm your agreement with the foregoing by executing this Confirmation
            and
            returning such Confirmation, in its entirety, to us at facsimile number
            646-885-9551 (United States of America), Attention: Documentation.

           

          
            	
                    Yours
                      sincerely,

                  	
                    Accepted
                      and agreed to:

                  
	 	 
	
                    Lehman
                      Brothers Special Financing Inc.

                  	
                    Deutsche
                      Bank National Trust Company, not in its individual capacity,
                      but solely as
                      Trustee with respect to the First Franklin Mortgage Loan Trust
                      2006-FF8,
                      Asset-Backed Certificates, Series
                      2006-FF8

                  
	 	
                     

                     

                    By:
                      ________________________

                    Name:

                    Title:

                  


          

          


           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          Schedule
            A

          


          
            	
                    *Calculation
                      Period from and including

                  	
                    *Calculation
                      Period up to but excluding

                  	
                    Strike
                      Rate (%)

                  	
                    Maximum
                      Rate (%)

                  	
                    Calculation
                      Amount (in USD)

                  
	
                    6/29/2006

                  	
                    7/25/2006

                  	
                    8.58332

                  	
                    1.91668

                  	
                    840,036,000.00

                  
	
                    7/25/2006

                  	
                    8/25/2006

                  	
                    7.19894

                  	
                    3.30106

                  	
                    836,099,462.00

                  
	
                    8/25/2006

                  	
                    9/25/2006

                  	
                    7.19909

                  	
                    3.30091

                  	
                    830,389,974.00

                  
	
                    9/25/2006

                  	
                    10/25/2006

                  	
                    7.43909

                  	
                    3.06091

                  	
                    822,895,668.00

                  
	
                    10/25/2006

                  	
                    11/27/2006

                  	
                    7.19927

                  	
                    3.30073

                  	
                    813,615,627.00

                  
	
                    11/27/2006

                  	
                    12/27/2006

                  	
                    7.44117

                  	
                    3.05883

                  	
                    802,559,890.00

                  
	
                    12/27/2006

                  	
                    1/25/2007

                  	
                    7.20117

                  	
                    3.29883

                  	
                    789,750,424.00

                  
	
                    1/25/2007

                  	
                    2/26/2007

                  	
                    7.20120

                  	
                    3.2988

                  	
                    775,220,050.00

                  
	
                    2/26/2007

                  	
                    3/26/2007

                  	
                    7.97292

                  	
                    2.52708

                  	
                    759,018,876.00

                  
	
                    3/26/2007

                  	
                    4/25/2007

                  	
                    7.20369

                  	
                    3.29631

                  	
                    741,204,501.00

                  
	
                    4/25/2007

                  	
                    5/25/2007

                  	
                    7.44394

                  	
                    3.05606

                  	
                    721,850,998.00

                  


          

           

          *subject
            to adjustment in accordance with
            the
            relevant Business Day Convention.

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          

            (Multicurrency-Cross
              Border) 

            ISDAâ

            


            International
              Swap Dealers Association, Inc.

            


            MASTER
              AGREEMENT

            


            dated
              as
              of June 29, 2006

            


            
              	
                      LEHMAN
                        BROTHERS 

                      SPECIAL
                        FINANCING INC.

                    	 	
                      DEUTSCHE
                        BANK NATIONAL TRUST COMPANY,
                        NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS TRUSTEE WITH
                        RESPECT TO THE FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8,
                        ASSET BACKED
                        CERTIFICATES, SERIES
                        2006-FF8

                    


            

             

            have
              entered and/or anticipate entering into one or more transactions (each
              a
“Transaction”) that are or will be governed by this Master Agreement, which
              includes the schedule (the “Schedule”), and the documents and other confirming
              evidence (each a “Confirmation”) exchanged between the parties confirming those
              Transactions.

             

            Accordingly,
              the parties agree as follows:3⁄4

             

            1.          
                  Interpretation

             

            (a)           
               Definitions.
              The
              terms defined in Section 14 and in the Schedule will have the meanings
              therein
              specified for the purpose of this Master Agreement. 

             

            (b)          
               Inconsistency. 
              In the
              event of any inconsistency between the provisions of the Schedule and
              the other
              provisions of this Master Agreement, the Schedule will prevail. In
              the event of
              any inconsistency between the provisions of any Confirmation and this
              Master
              Agreement (including the Schedule), such Confirmation will prevail
              for the
              purposes of the relevant Transaction.

             

            (c)         
               Single
              Agreement.
              All
              Transactions are entered into in reliance on the fact that this Master
              Agreement
              and all Confirmations form a single agreement between the parties (collectively
              referred to as this “Agreement”), and the parties would not otherwise enter into
              any Transactions.

             

            2.           
               Obligations

             

            (a)         
               General
              Conditions.

             

            (i)   
               Each party will make each payment or delivery specified in each
              Confirmation to be made by it, subject to the other provisions of this
              Agreement.

             

            (ii)  
              Payments under this Agreement will be made on the due date for value
              on that
              date in the place of the account specified in the relevant Confirmation
              or
              otherwise pursuant to this Agreement, in freely transferable funds and
              in
              the manner customary for
              payments in the required currency.
              Where settlement is by delivery (that is, other than by payment), such
              delivery
              will be made for receipt on the due date in the manner customary for
              the
              relevant obligation unless otherwise specified in the relevant Confirmation
              or
              elsewhere in this Agreement.

             

            (iii)
              Each obligation of each party under Section 2(a)(i) is subject to (1)
              the
              condition precedent that no Event of Default or Potential Event of
              Default with
              respect to the other party has occurred and is continuing, (2) the
              condition
              precedent that no Early Termination Date in respect of the relevant
              Transaction
              has occurred or been effectively designated and (3) each other applicable
              condition precedent specified in this Agreement.

             


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            value
              of
              that which was (or would have been) required to be delivered as of
              the
              originally scheduled date for delivery, in each case together with
              (to the
              extent permitted under applicable law) interest, in the currency of
              such
              amounts, from (and including) the date
              such
              amounts or obligations were or
              would
              have been
              required to have been paid or performed to (but excluding) such
              Early Termination Date, at the Applicable Rate. Such amounts of interest
              will be
              calculated on the basis of daily compounding and the actual number
              of days
              elapsed. The fair market value of any obligation referred to in clause
              (b) above
              shall be reasonably determined by the party obliged to make the determination
              under Section 6(e) or, if each party is so obliged, it shall be the
              average of
              the Termination Currency Equivalents of the fair market values reasonably
              determined by both parties.

             

            IN
              WITNESS WHEREOF the parties have executed this document on the respective
              dates
              specified below with effect from the date specified on the first page
              of this
              document.

             

            
              	
                      LEHMAN
                        BROTHERS 

                      SPECIAL
                        FINANCING INC.

                    	 	
                      DEUTSCHE
                        BANK NATIONAL TRUST COMPANY, NOT
                        IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS TRUSTEE
                        WITH
                        RESPECT TO
                        THE FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED
                        CERTIFICATES, SERIES 2006-FF8

                    
	
                      (Name
                        of Party)

                    	 	
                      (Name
                        of Party)

                    
	
                       

                       

                       

                    	 	 
	 	 	 
	
                      Name:

                    	 	
                      Name:

                    
	
                      Title:

                    	 	
                      Title:

                    
	
                      Date:

                    	 	
                      Date:

                    


            

            



            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

                
                

              

            



            Revised
              3/7/02 

            (Multicurrency-Cross
              Border)

            


            SCHEDULE

            to
              the

            Master
              Agreement

            dated
              as
              of June 29, 2006

            between
              

            LEHMAN
              BROTHERS SPECIAL FINANCING INC.
              (“Party
              A”), 

            a
              corporation organized under the laws of 

            the
              State
              of Delaware 

            and

            DEUTSCHE
              BANK NATIONAL TRUST COMPANY,
              NOT IN
              ITS INDIVIDUAL CAPACITY, BUT SOLELY AS TRUSTEE
              WITH
              RESPECT TO
              THE FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED CERTIFICATES,
              SERIES 2006-FF8
              (“Party
              B”)

            


            All
              terms used herein and not otherwise defined are given their meaning
              in the
              Pooling and Servicing Agreement dated as of June 1, 2006 First Asset
              Securities
              Corp. as Depositor, National City Home Loan Services, Inc. as Servicer
              and
              Deutsche Bank National Trust Company as Trustee (the “Pooling and Servicing
              Agreement”).

            


            Part
              1: Termination Provisions

            


            In
              this
              Agreement:-

            


            
              	
                      (a)

                    	
                      “Specified
                        Entity”
                        means in relation to Party A for the purpose
                        of:-

                    


            

             

            
              
                	
                        
                          Section
                            5(a)(v),

                        

                      	
                         

                      	
                        Not
                          applicable.

                      
	
                        Section
                          5(a)(vi),

                      	
                         

                      	
                        Not
                          applicable.

                      
	
                        Section
                          5(a)(vii),

                      	
                         

                      	
                        Not
                          applicable.

                      
	
                        Section
                          5(b)(iv),

                      	
                         

                      	
                        Not
                          applicable.

                      


              

               

                and
                  in
                  relation to Party B for the purpose of:-

                 

              

              
                	
                        Section
                          5(a)(v),

                      	
                         

                      	
                        Not
                          applicable.

                      
	
                        Section
                          5(a)(vi),

                      	
                         

                      	
                        Not
                          applicable.

                      
	
                        Section
                          5(a)(vii),

                      	
                         

                      	
                        Not
                          applicable.

                      
	
                        Section
                          5(b)(iv),

                      	
                         

                      	
                        Not
                          applicable.

                      


              

               

            

            
              	
                      (b)

                    	
                      “Specified
                        Transaction”
                        will have the meaning specified in Section
                        14
                        of
                        this Agreement. 

                    


            

            


            
              	
                      (c)
                        

                    	
                      Events
                        of Default:

                    


            

            


            (i) The
              “Breach
              of Agreement”
              provisions of Section 5(a)(ii) will apply to Party A and will not apply
              to Party
              B.

            


            (ii)
               The
              “Credit
              Support Default”
              provisions of Section 5(a)(iii) will apply to Party A and will not
              apply to
              Party B. 

            


            (iii)
               The
              “Misrepresentation”
              provisions of Section 5(a)(iv) will not apply to Party A and will not
              apply to
              Party B.

            


            (iv)
               
              The
“Default
              under Specified Transaction”
              provisions of Section 5(a)(v) will not apply to Party A and will not
              apply to
              Party B.

            


            (v) “Cross
              Default”
              provisions of Section
              5(a)(vi)
              will not
              apply to Party A and will not apply to Party B.

            


            (vi)
               Clause
              (2) of the “Bankruptcy”
              provisions of Section 5(a)(vii) will not apply to Party B with respect
              to its
              inability to pay its subordinated debt.

            


            
              	
                      (d)

                    	
                      Termination
                        Events:

                    


            

            


            (i) The
              “Credit
              Event Upon Merger”
              provisions of Section
              5(b)(iv)
              will not
              apply to Party A and will not apply to Party B.

            


            
              	
                      (e)

                    	
                      The
                        “Automatic
                        Early Termination”
                        provision of Section
                        6(a)
                        will not apply to Party A and will not apply to Party
                        B.

                    


            

            


            
              	
                      (f) 

                    	
                      Payments
                        on Early Termination.
                        For the purpose of Section
                        6(e)
                        of
                        this Agreement, Market Quotation and Second Method will apply.
                        

                    


            

             

            
              
                	
                        (g) 

                      	“Termination Currency”
                        means USD.


              

               

            

            
              	
                      (h)

                    	
                      Additional
                        Termination Events
                        will apply. Each of the following shall constitute an Additional
                        Termination Event:

                    


            

            


            (A)
              Payment
              of Notes prior to Termination Date.
              

            


            (i)
              If,
              at any time, the Terminator (as defined in the Pooling and Servicing
              Agreement)
              purchases the Mortgage Loans pursuant to Section 10.01 of the Pooling
              and
              Servicing Agreement, then an Additional Termination Event shall have
              occurred
              with respect to Party B with Party B as the sole Affected Party with
              respect to
              such Additional Termination Event. Notwithstanding the provisions of
              section
              6(b)(iv) of this Agreement, either Party A or Party B may designate
              an Early
              Termination Date in respect of this Additional Termination Event;
              provided,
              further,
              that such Early Termination Date shall not be prior to the final Distribution
              Date.

            


            (ii)
              If
              the Trustee is unable to pay to its Class A Certificates or fails or
              admits in
              writing its inability to pay its Class A Certificates (a) on any related
              Monthly
              Interest Distributable Amount or (b) with respect to any amount in
              respect of
              principal required to be paid pursuant to the terms of the Pooling
              and Servicing
              Agreement, then an Additional Termination Event shall have occurred
              with respect
              to Party B with Party B as the sole Affected Party with respect to
              such
              Additional Termination Event.

            


            


            (B) Approved
              Ratings Threshold.
              Upon
              the
              occurrence of a Collateralization Event (as defined below) if Party
              A has not,
              within 30 days after such ratings downgrade (unless, within 30 days
              after such
              downgrade, each such Rating Agency has reconfirmed the rating of the
              Certificates and any notes backed by the Certificates (the “Notes”) which was in
              effect immediately prior to such downgrade without regard to any financial
              guarantee insurance policy, if applicable, unless the rating of the
              Certificates
              and any Notes was changed due to a circumstance other than the downgrading
              of
              Party A's (or its Credit Support Providers’ rating), complied with one of the
              four solutions listed below, then an Additional Termination Event shall
              have
              occurred with respect to Party A and Party A shall be the sole Affected
              Party
              with respect to such Additional Termination Event. 

            


            In
              the
              event that (A) either (i) the unsecured, long-term senior debt obligations
              of
              Party A (or its Credit Support Provider) are rated below “A1” by Moody's or are
              rated “A1” by Moody's and such rating is on watch for possible downgrade (but
              only for so long as it is on watch for possible downgrade) or (ii)
              the
              unsecured, short-term debt obligations of Party A (or its Credit Support
              Provider) are rated below “P-1” by Moody's or are rated “P-1” by Moody's and
              such rating is on watch for possible downgrade (but only for so long
              as it is on
              watch for possible downgrade), (B) no short-term rating is available
              from
              Moody’s and the unsecured, long-term senior debt obligations of Party A (or
              its
              Credit Support Provider) are rated below "Aa3" by Moody's or are rated
“Aa3” by
              Moody's and such rating is on watch for possible downgrade (but only
              for so long
              as it is on watch for possible downgrade), or (C) either (i) the unsecured,
              short-term debt obligations of Party A (or its Credit Support Provider)
              are
              rated below “A-1” by S&P or (ii) if Party A (or its Credit Support Provider)
              does not have a short-term rating from S&P, the unsecured, long-term senior
              debt obligations of Party A (or its Credit Support Provider) are rated
              below
“A+” by S&P (such event a “Collateralization Event”), then, Party A, at its
              own cost and subject to Rating Agency Condition (other than with respect
              to
              sub-clause (iii) below), shall within 30 days either (i) cause another
              entity to
              replace Party A as party to this Agreement that satisfies the Swap
              Counterparty
              Ratings Requirement and that is approved by the Trustee (which approval
              shall
              not be unreasonably withheld) on terms substantially similar to this
              Agreement;
              (ii) obtain a guaranty of, or a contingent agreement of another person
              that
              satisfies the Swap Counterparty Ratings Requirement),
              to
              honor Party A's obligations under this Agreement, provided that such
              other
              person is approved by the Trustee such approval not to be unreasonably
              withheld;
              (iii) post collateral in accordance with the Credit Support Annex attached
              hereto; or (iv) establish any other arrangement satisfactory to the
              applicable
              Rating Agency which will be sufficient to restore the immediately prior
              ratings
              of the Certificates and any Notes without regard to any financial guarantee
              policy, if applicable, that satisfies the Swap Counterparty Ratings
              Requirements. If
              Party
              A posts collateral in any circumstance described in this paragraph,
              and if
              required at the time by S&P or necessary to satisfy the Rating Agency
              Condition, concurrently with such delivery of Eligible Collateral,
              Party A shall
              cause its outside counsel to deliver to Party B an opinion in form
              and substance
              acceptable to S&P, as to the enforceability, perfection and priority of
              Party B’s security interest in such Eligible Collateral in all relevant
              jurisdictions (i.e., that, notwithstanding Party A’s insolvency, the collateral
              will be available to meet swap obligations free from any preference
              claim or
              moratorium). All collateral posted by Party A shall be returned to
              Party A
              immediately upon Party A securing a substitute counterparty that satisfies
              the
              Swap Counterparty Ratings Requirements. 

            


            “Swap
              Counterparty Ratings Requirement"
              shall
              mean (a) either (i) the unsecured, short-term debt obligations of the
              substitute
              counterparty (or its Credit Support Provider) are rated at least "A-1"
              by
              S&P or (ii) if the substitute counterparty does not have a short-term
              rating
              from S&P, the unsecured, long-term senior debt obligations of the substitute
              counterparty (or its Credit Support Provider) are rated at least "A+"
              by
              S&P, and (b) either (i) the unsecured, long-term senior debt obligations
              of
              such substitute counterparty (or its Credit Support Provider) are rated
              at least
              "A1" by Moody's (and if rated "A1" by Moody's, such rating is not on
              watch for
              possible downgrade) and the unsecured, short-term debt obligations
              of such
              substitute counterparty (or its Credit Support Provider) are rated
              at least
              "P-1" by Moody's (and if rated "P-1" by Moody's, such rating is not
              on watch for
              possible downgrade and remaining on watch for possible downgrade),
              or (ii) if
              such substitute counterparty (or its Credit Support Provider) does
              not have a
              short-term debt rating from Moody's, the unsecured, long-term senior
              debt
              obligations of such substitute counterparty (or its Credit Support
              Provider) are
              rated at least "Aa3" by Moody's (and if rated "Aa3" by Moody's, such
              rating is
              not on watch for possible downgrade).

             

            (C)
              Ratings
              Event.
              Upon the
              occurrence of a Ratings Event (as defined below) Party A has not, within
              10 days
              after such rating withdrawal or downgrade (unless, within 10 days after
              such
              withdrawal or downgrade, each such Rating Agency has reconfirmed the
              rating of
              the Certificates and any Notes which was in effect immediately prior
              to such
              withdrawal or downgrade without regards to any financial guarantee
              insurance
              policy, if applicable unless the rating of the Certificates and the
              Notes was
              changed due to a circumstance other than the withdrawal or downgrading
              of Party
              A's (or its Credit Support Provider’s) rating), complied with one of the
              solutions listed below, then an Additional Termination Event shall
              have occurred
              with respect to Party A and Party A shall be the sole Affected Party
              with
              respect to such Additional Termination Event.

            


            It
              shall
              be a ratings event (“Ratings Event”) if at any time after the date hereof Party
              A shall fail to satisfy the Swap Counterparty Ratings Threshold. “Swap
              Counterparty Ratings Threshold” shall mean that both (A) the unsecured,
              long-term senior debt obligations of Party A (or its Credit Support
              Provider)
              are rated at least “BBB-” by S&P, and (B) either (i) the unsecured,
              long-term senior debt obligations of Party A (or its Credit Support
              Provider)
              are rated at least “A2" by Moody’s (including if such rating is on watch for
              possible downgrade) and the unsecured, short-term debt obligations
              of Party A
              (or its Credit Support Provider) are rated at least “P-1” by Moody’s (including
              if such rating is on watch for possible downgrade) or (ii) if Party
              A (or its
              Credit Support Provider) does not have a short-term rating from Moody’s, the
              unsecured, long-term senior debt obligations of Party A (or its Credit
              Support
              Provider) are rated at least “A1” by Moody’s (including if such rating is on
              watch for possible downgrade).

            


            Following
              a Ratings Event, Party A shall take the following actions at
              its
              own expense and subject to the Rating Agency Condition (other than
              with respect
              to sub-clause (A) hereafter), (A) immediately post collateral in accordance
              with
              the Credit Support Annex attached hereto (until such time as it has
              secured a
              substitute counterparty or a guarantor that satisfies the Swap Counterparty
              Ratings Requirement), and (B) not later than 10 days after the occurrence
              of
              such a downgrade or withdrawal by S&P
              or Moody’s,
              either
              (I) assign all of its rights and obligations under the Transactions
              to a
              counterparty that satisfies the Swap Counterparty Ratings Requirement
              or whose
              guarantor satisfies the Swap Counterparty Ratings Requirement pursuant
              to
              documentation substantially similar to the documentation then in place
              and
              subject to prior notification to the Rating Agencies, or (II) provide
              a guaranty
              from a guarantor that satisfies the Swap Counterparty Ratings Requirement
              pursuant to documentation substantially similar to the documentation
              then in
              place and subject to prior notification to the Rating Agencies.

            


            The
              occurrence of the Additional Termination Event described in Part 1(h)(A)
              and (B)
              shall have no effect on Party A’s obligation to undertake the steps set forth
              hereunder in the event Party B does not exercise its right to terminate
              hereunder. Notwithstanding the foregoing, in the event that S&P
              has
              other published criteria with respect to the downgrade of a counterparty
              in
              effect at the time of such a downgrade of Party A, Party A shall be
              entitled to
              elect to take such other measures specified in such published criteria
              subject
              to the satisfaction of the Rating Agency Condition.

            


            


            (D)
              Amendment or Supplement
              to Pooling and Servicing Agreements without Party
              A’s
              Prior Written Consent.
              Party B
              enters into an amendment or supplement to the Pooling and Servicing
              Agreement or
              other modification to the Pooling and Servicing Agreement that could
              reasonably
              be expected to have a material adverse effect on Party A without prior
              notice to Party A and the prior written consent of Party A
              (such
              consent not to be unreasonably withheld or delayed). For
              the
              purpose of the foregoing Additional Termination Event, Party B shall
              be the sole
              Affected Party. 

            


            


            (E)
              Return
              of Collateral.
              Party B
              or its Custodian fails to transfer any Return Amount pursuant to the
              terms of
              the Credit Support Annex following any applicable notice, cure and
              grace periods
              provided for thereunder. For the purpose of the foregoing Termination
              Event,
              Party B shall be the sole Affected Party.

            


            


            


            Part
              2: Tax Representations

            


            (a)              
              Payer
              Tax Representations.
              For the
              purpose of Section
              3(e)
              of this
              Agreement, Party A and Party B will each make the following
              representation:

            


            It
              is not
              required by any applicable law, as modified by the practice of any
              relevant
              governmental revenue authority, of any Relevant Jurisdiction to make
              any
              deduction or withholding for or on account of any Tax from any payment
              (other
              than interest under Sections
              2(e),
              6(d)(ii)
              or
6(e)
              of this
              Agreement) to be made by it to the other party under this Agreement.
              In making
              this representation, it may rely on (i) the accuracy of any representation
              made
              by the other party pursuant to Section
              3(f)
              of this
              Agreement, (ii) the satisfaction(s) of the agreement of the other party
              contained in Section
              4(a)(i)
              or
4(a)(iii)
              of this
              Agreement and the accuracy and effectiveness of any document provided
              by the
              other party pursuant to Section
              4(a)(i)
              or
4(a)(iii)
              of this
              Agreement; and (iii) the satisfaction of the agreement of the other
              party
              contained in Section
              4(d)
              of this
              Agreement, provided that it shall not be a breach of this representation
              where
              reliance is placed on clause (ii) and the other party does not deliver
              a form or
              document under Section
              4(a)(iii)
              of this
              Agreement by reason of material prejudice to its legal or commercial
              position.

             

            (b)           
                Payee
              Tax Representations.
              

            


            For
              the
              purpose of Section
              3(f)
              of this
              Agreement, Party A represents that it is a corporation duly organized
              and
              validly existing under the laws of the State of Delaware and Party
              B represents
              that it is a
“United
              States person” as such term is defined in Section 7701(a)(30) of the Internal
              Revenue Code of 1986, as amended. 

            


            (c)                
               Tax
              Representations in Confirmations. For
              purposes of Sections
              2(d)(i)(4)
              and
3(f),
              any
              payee tax representation specified in a Confirmation under this Agreement
              shall
              be deemed to be specified in this Schedule.

             

            
              	
                      (d)

                    	
                      Deduction
                        or Withholding for Tax.
                        The provisions of Section 2(d)(i)(4) and 2(d)(ii) will not
                        apply to Party
                        B and Party B shall not be required to pay any additional
                        amounts referred
                        to therein.

                    


            

             

            


            Part
              3: Agreement to Deliver Documents

            


            For
              the
              purpose of Sections
              4(a)(i)
              and
              (ii)
              of this
              Agreement, each party agrees to deliver the following documents, as
              applicable:-

            


            (a)  
               Tax
              forms, documents or certificates to be delivered are:-

            


            
              	
                      Party
                        required to
                        deliver document

                    	
                      Form/Document/

                      Certificate

                    	
                      Date
                        by which 

                      to
                        be Delivered

                    
	
                       

                      Party
                        A and Party B

                    	
                       

                      Forms
                        and/or documents described in Section
                        4(a)(iii)
                        of
                        the Agreement.

                    	
                       

                      Upon
                        reasonable demand by the other
                        party.

                    


            

            


            (b)  
               Other
              documents to be delivered are:-

            


            
              	
                      Party
                        required to deliver document

                    	
                      Form/Document/

                      Certificate

                    	
                      Date
                        by which 

                      to
                        be Delivered

                    	
                      Covered
                        by
                        Section 3(d)

                    
	
                      Party
                        A and Party B

                    	
                      For
                        each party, an incumbency certificate with respect to each
                        signatory to
                        this Agreement and the Credit Support Documents.

                    	
                      Upon
                        execution of this Agreement.

                    	
                      Yes

                    
	
                      Party
                        A 

                    	
                      A
                        copy of the annual report of its Credit Support Provider
                        containing
                        audited consolidated financial statements for such fiscal
                        year certified
                        by independent public accountants and prepared in accordance
                        with
                        generally accepted accounting principles consistently
                        applied.

                    	
                      Upon
                        request.

                    	
                      Yes

                    
	
                      Party
                        A 

                    	
                      For
                        its most recent fiscal quarter, a copy of the unaudited financial
                        statements of its Credit Support Provider, prepared in accordance
                        with
                        generally accepted accounting principles consistently
                        applied.

                    	
                      Upon
                        request.

                    	
                      Yes

                    
	
                      Party
                        A and Party B

                    	
                      (i)
                        In the case of Party A, a copy of the resolutions or other
                        action of the
                        board of directors of each of Party A and its Credit Support
                        Provider and
                        (ii) in the case of Party B, (x) Evidence of authority of
                        Party B or its
                        Credit Support Provider, the Pooling and Servicing Agreement
                        or other
                        document of Party B, pursuant to which Party B is authorized
                        to enter into
                        this Agreement, each Credit Support Document to which it
                        is a party, and
                        each Transaction from time to time entered into hereunder
                        (the
                        “Authorizing Resolution”). 

                    	
                      Upon
                        execution of this Agreement.

                    	
                      Yes

                    
	
                      Party
                        A

                    	
                      A
                        guarantee of Lehman Brothers Holdings Inc. (“Holdings”) substantially in
                        the form of Exhibit
                        A
                        to
                        this Schedule.

                    	
                      Upon
                        execution of this Agreement

                    	
                      No

                    
	
                      Party
                        B

                    	
                      An
                        opinion of counsel to Party B substantially in the form of
Exhibit
                        B
                        to
                        this Schedule. 

                    	
                      Upon
                        execution of this Agreement

                    	
                      No

                    
	
                      Party
                        A

                    	
                      An
                        opinion of counsel to Party A substantially in the form of
Exhibit
                        C
                        to
                        this Schedule. 

                    	
                      Upon
                        execution of this Agreement

                    	
                      No

                    
	
                      Party
                        B

                    	
                      Filings
                        of Reports by Trustee

                    	
                      In
                        accordance with Pooling and Servicing Agreement.

                    	
                      Yes

                    


            

            


            


            Part
              4: Miscellaneous

            


            (a)         
               Addresses
              for Notices.
              For the
              purpose of Section
              12(a)
              of this
              Agreement:-

            


            Address
              for notices or communications to Party A:-

            

              
                	 	
                        Address:

                      	
                        Lehman
                          Brothers Special Financing Inc.

                      
	 	
                      	
                        
                          c/o
                            Lehman Brothers Inc. 

                        

                      
	 	
                         

                      	
                        
                          Corporate
                            Advisory Division

                        

                      
	 	
                         

                      	
                        
                          Transaction
                            Management Group

                        

                      
	 	
                         

                      	
                        745
                          Seventh Avenue

                      
	 	
                         

                      	
                        New
                          York, New York 10019

                      
	 	
                         

                      	
                         

                      
	 	
                        Attention:

                      	
                        Documentation
                          Manager

                      
	 	
                        Telephone
                          No.:

                      	
                        (212)
                          526-7187

                      
	 	
                        Facsimile
                          No.:

                      	
                        (212)
                          526-7672

                      
	 	
                         

                      	
                        
                          For
                            all purposes.

                        

                      
	 	
                         

                      	
                         

                      
	 	
                        Address
                          for notices or communications to Party B:-

                      
	 	
                         

                      	
                         

                      
	 	
                        Address:

                      	
                        
                          Deutsche
                            Bank National Trust Company

                        

                      
	 	
                      	
                        
                          1761
                            East Saint Andrew Place

                        

                      
	 	
                      	
                        
                          Santa
                            Ana, CA 92705

                        

                      
	 	
                         

                      	
                         

                      
	 	
                        Attention:

                      	
                        First
                          Franklin 2006-FF8 Cap reference: GC06Z

                      
	 	
                        Telephone
                          No.:

                      	
                        (714)
                          247-6000

                      
	 	
                        Facsimile
                          No.:

                      	
                        (714)
                          244-6285

                      


              

               

            

            For
              all
              purposes.

            


            (b)         
              Process
              Agent.
              For the
              purpose of Section
              13(c)
              of this
              Agreement:-

            


            Party
              A
              appoints as its Process Agent: Not applicable.

            
              	 	
                      Party
                        B appoints as its Process Agent: Not
                        applicable.

                    


            

            


            


            
              	
                      (c)

                    	
                      Offices.
                        The provisions of Section
                        10(a)
                        will apply to this Agreement.

                    


            

            


            
              	
                      (d)

                    	
                      Multibranch
                        Party.
                        For the purpose of Section
                        10(c)
                        of
                        this Agreement:-

                    


            

            


            Party
              A
              is not a Multibranch Party.

            
              	 	
                      Party
                        B is not a Multibranch Party.

                    


            

            


            
              	
                      (e)

                    	
                      Calculation
                        Agent.
                        The Calculation Agent is Party A.

                    


            

            


            
              	
                      (f)

                    	
                      Credit
                        Support Document. 

                    


            

            


            
              	 	
                      In
                        the case of Party A: (1) A guarantee of Party A's obligations
                        hereunder
                        substantially in the form annexed hereto as Exhibit
                        A
                        to
                        this Schedule. (2) The Credit Support Annex which supplements,
                        forms part
                        of, and is subject to this
                        Agreement.

                    


            

            


            In
              the
              case of Party B: the Pooling and Servicing Agreement. 

            


            (g)        
               Credit
              Support Provider. 

            


            Credit
              Support Provider means in relation to Party A: Lehman Brothers Holdings
              Inc.

            


            Credit
              Support Provider means in relation to Party B: None.

            


            
              	
                      (h)

                    	
                      Governing
                        Law. This
                        Agreement will be governed by and construed in accordance
                        with the laws of
                        the State of New York (without reference to choice of law
                        doctrine other
                        than Sections 5-1401 and 5-1402 of the New York General Obligations
                        Law).

                    


            

            


            
              	
                      (i)

                    	
                      Jurisdiction. Section
                        13(b)
                        is
                        hereby amended by: (i) deleting in the second line of subparagraph
                        (i)
                        thereof the word “non-”; and (ii) deleting the final paragraph
                        thereof.

                    


            

            


            
              	
                      (j)

                    	
                      Netting
                        of Payments. Subparagraph
                        (ii)
                        of
                        Section
                        2(c)
                        of
                        this Agreement will apply.

                    


            

            


            
              	
                      (k)

                    	
                      “Affiliate”
                        will
                        have the meaning specified in Section
                        14
                        of
                        this Agreement, except that Party B shall be deemed to have
                        no Affliates
                        and; provided,
                        however,
                        that with respect to Party A, such definition shall be understood
                        to
                        exclude Lehman Brothers Derivative Products Inc. and Lehman
                        Brothers
                        Financial Products Inc.

                    


            

             

            Part
              5: Other Provisions

            


            
              	
                       (a)

                    	
                      Accuracy
                        of Specified Information. Section
                        3(d)
                        is
                        hereby amended by inserting in the third line thereof after
                        the words “in
                        every material respect” and before the period the phrase “or, in the case
                        of audited or unaudited financial statements, a fair presentation,
                        in all
                        material respects, of the financial condition of the relevant
                        person.”

                    


            

            


            
              	
                      (b)

                    	
                      No
                        Violation or Conflict Representation. Section
                        3(a)(iii)
                        is
                        hereby amended by inserting in the second line thereof after
                        the words
                        “constitutional documents” and before the words “, any order or judgment”
                        the phrase “(including, but not limited to, the Pooling and Servicing
                        Agreement, as amended, and any and all resolutions, investment
                        policies,
                        guidelines, procedures or restrictions).”; provided,
                        such amendment shall be applicable only with respect to the
                        Representations of Party B.

                    


            

            


            
              	
                      (c)

                    	
                      Representations. Section
                        3
                        is
                        hereby amended by adding the following subsections after
                        subsection (f)
                        thereof:

                    


            

            


            
              	 	
                      (g)

                    	
                      No
                        Agency. It
                        is entering into this Agreement, any Credit Support Document
                        to which it
                        is a party, and each Transaction, and any other documentation
                        relating to
                        this Agreement or any Transaction, as principal (and not
                        as agent or in
                        any other capacity, fiduciary or
                        otherwise).

                    


            

            


            
              	 	
                      (h)

                    	
                      Eligible
                        Contract Participant.
                        It
                        is an “eligible contract participant” within the meaning of Section 1a(12)
                        of the Commodity Exchange Act, as
                        amended.

                    


            

            


            
              	 	
                      (i)

                    	
                      Non-Reliance.
                        It
                        is acting for its own account, and it has made its own independent
                        decisions to enter into each Transaction and as to whether
                        that
                        Transaction is appropriate or proper for it based upon its
                        own judgment
                        and upon advice from such advisers as it has deemed necessary.
                        It is not
                        relying on any communication (written or oral) of the other
                        party as
                        investment advice or as a recommendation to enter into that
                        Transaction;
                        it being understood that information and explanations related
                        to the terms
                        and conditions of a Transaction shall not be considered investment
                        advice
                        or a recommendation to enter into that Transaction. No communication
                        (written or oral) received from the other party shall be
                        deemed to be an
                        assurance or guarantee as to the expected results of that
                        Transaction.

                    


            

            


            
              	 	
                      (j)

                    	
                      Assessment
                        and Understanding.
                        It
                        is capable of assessing the merits of and understanding (on
                        its own behalf
                        or through independent professional advice), and understands
                        and accepts,
                        the terms, conditions and risks of that Transaction. It is
                        also capable of
                        assuming, and assumes, the risks of that
                        Transaction.

                    


            

            


            
              	 	
                      (k)

                    	
                      Status
                        of Parties.
                        The other party is not acting as a fiduciary for or an adviser
                        to it in
                        respect of that Transaction.

                    


            

             

            (d)        
               Third-Party
              Beneficiary.
              Party B
              agrees with Party A that Party A shall be an express third-party beneficiary
              of
              the Pooling and Servicing Agreement. 

            


            
              	
                      (e)

                    	
                      Set-off.
                        Notwithstanding any provision of this Agreement or any other
                        existing or
                        future agreements, each of Party A and Party B irrevocably
                        waives as to
                        itself any and all contractual rights it may have to set-off,
                        net, recoup
                        or otherwise withhold or suspend or condition its payment
                        or performance
                        of any obligation to the other party under this Agreement
                        against any
                        obligation of one party hereto to the other party hereto
                        arising outside
                        of this Agreement (which Agreement includes, without limitation,
                        the
                        Master Agreement to which this Schedule is attached, this
                        Schedule, the
                        Confirmations and any Credit Support Document). For the avoidance
                        of
                        doubt, this provision shall not cause Party A or Party B
                        to waive any
                        right it may have to net payments in respect of the same
                        transaction. The
                        provisions for Set-Off set forth in Section 6(e) shall not
                        apply.

                    


            

            


            
              	
                      (f)

                    	
                      Transfer
                        and Assignment.
                        Notwithstanding anything to the contrary in Section
                        7
                        of
                        the Agreement, Party A may assign its rights and obligations
                        under the
                        Agreement, in whole or in part, to any Affiliate of Holdings
                        (an
                        “Assignee”) effective upon delivery to Party B of the guarantee by
                        Holdings, in favor of Party B, of the obligations of such
                        Affiliate, such
                        guarantee to be substantially the same as the guarantee then
                        in effect of
                        the obligations of the transferor,. Party A will provide
                        prior written
                        notice to each Rating Agency of any such assignment.
                        

                    


            

            


            Any
              transfer pursuant to the foregoing or Section 7 of this Agreement shall
              meet the
              following requirements:

            


            1.
              No
              Event of Default or Termination Event (including, for the avoidance
              of doubt, an
              Additional Termination Event) would occur as a result of such
              transfer;

            


            2.
              Party
              A delivers to Party B both (a) an executed acceptance and assumption
              by the
              Assignee of this Agreement and all Transactions (the “Transferred Obligations”)
              and (b) an executed guarantee from Party A’s Credit Support Provider on behalf
              of the Assignee, with respect to the Transferred Obligations, substantially
              and
              in all material respects in the form of the guaranty provided hereunder;
              and

            


            3.
              As a
              result of the Transfer, on the next scheduled payment date Party B
              is not
              required to make payments (tax or otherwise) that are more than or
              receive
              payments (tax or otherwise) that are less than the payments that Party
              B would
              be required to make or receive under the Transactions or the Agreement
              had the
              transfer not occurred. 

            


            On
              the
              effective date of such transfer, (1) Party A shall be released from
              all
              obligations and liabilities arising under the Transferred Obligations;
              (2) the
              Assignee shall assume all obligations and liabilities under the Transferred
              Obligations; and (3) the Transferred Obligations shall cease to be
              Transaction(s) under this Agreement and shall be deemed to be Transaction(s)
              under the ISDA Master Agreement between Assignee and Party B.

             

            
              	
                      (g)

                    	
                      Notices.
                        For the purposes of subsections (iii)
                        and (v)
                        of
                        Section
                        12(a),
                        the date of receipt shall be presumed to be the date sent
                        if sent on a
                        Local Business Day or, if not sent on a Local Business Day,
                        the date of
                        receipt shall be presumed to be the first Local Business
                        Day following the
                        date sent.

                    


            

            


            
              	
                      (h)

                    	
                      Service
                        of Process.
                        The third sentence of Section
                        13(c)
                        shall be amended by adding the following language at the
                        end thereof: "if
                        permitted in the jurisdiction where the proceedings are initiated
                        and in
                        the jurisdiction where service is to be
                        made."

                    


            

            


            
              	
                      (i)

                    	
                      Amendments. Section
                        9(b)
                        is
                        hereby amended by adding at the end thereof the sentence:
“In addition,
                        any amendment or modification of this Agreement shall be
                        subject to the
                        Rating Agency Condition.”

                    


            

            


            
              	
                      (j)

                    	
                      Amendments
                        to Pooling and Servicing Agreement.
                        Party B will provide Party A with at least ten (10) days
                        prior written
                        notice of and obtain Party A’s prior written consent to any proposed
                        amendment, supplement or modification to its Pooling and
                        Servicing
                        Agreement that could have a material, adverse effect on Party
                        A or that
                        could otherwise give Party A the right to terminate any Transactions
                        pursuant to the provisions of Part 1(i)(D) above.
                        

                    


            

            


            
              	
                      (k)

                    	
                      No
                        Bankruptcy Petition.
                        Party A agrees that it will not, for a period of one year
                        (or if longer,
                        the applicable preference period) and one day, after the
                        payment in full
                        of the Certificates and any Notes , acquiesce, petition,
                        invoke or
                        otherwise cause Party B, the Supplemental Interest Trust,
                        the Cap Trust,
                        or the Trust created pursuant to the Pooling and Servicing
                        Agreement to
                        invoke the process of any governmental authority for the
                        purpose of
                        commencing or sustaining a case (whether voluntary or involuntary)
                        against
                        Party B under any bankruptcy, insolvency or similar law or
                        appointing a
                        receiver, liquidator, assignee, trustee, custodian, sequestrator
                        or other
                        similar official of Party B or any substantial part of its
                        property or
                        ordering the winding-up or liquidation of the affairs of
                        Party B;
                        provided,
                        that this provision shall not restrict or prohibit Party
                        A from joining
                        any other person, including, without limitation, the Trustee,
                        in any
                        bankruptcy, reorganization, arrangement, insolvency, moratorium
                        or
                        liquidation proceedings already commenced or other analogous
                        proceedings
                        already commenced under applicable law. This provision will
                        survive the
                        termination of the Agreement

                    


            

            


            
              	
                      (l)

                    	
                      Additional
                        Definitions. Section
                        14
                        is
                        hereby amended by adding the following definitions in their
                        appropriate
                        alphabetical order:

                    


            

            


            “DBRS”
means
              Dominion Bond Rating Service Limited

            


            “Moody’s”
means
              Moody’s Investor Services, Inc.

            


            “Rating
              Agencies”
means
              DBRS, Moody’s, S&P, and any other rating agency providing a rating of any
              Certificates or Notes.

            


            “Rating
              Agency Condition”
means,
              with respect to any particular proposed act or omission to act hereunder,
              that
              the party acting or failing to act has consulted with each Rating Agency
              and has
              received from each Rating Agency a written confirmation that the proposed
              action
              or inaction would not cause such Rating Agency to downgrade or withdraw
              its
              then-current rating of any Certificates or Notes. 

            


            
              	 	
                      “S&P”
                        means Standard & Poor’s Ratings Services, a division of The
                        McGraw-Hill Companies, Inc.

                    


            

            


            “USD”
means
              United States Dollars.

            


            All
              terms
              used herein and not otherwise defined are given their meaning in the
              Pooling and
              Servicing Agreement.

            


            
              	
                      (m)

                    	
                      Waiver
                        of Trial By Jury. Insofar
                        as is permitted by law, each party irrevocably waives any
                        and all rights
                        to trial by jury in any legal proceeding in connection with
                        this agreement
                        or any transaction, and acknowledges that this waiver is
                        a material
                        inducement to the other party’s entering into this agreement and each
                        transaction hereunder.

                    


            

            


            
              	
                      (n)

                    	
                      Severability.
                        If any term, provision, covenant or condition of this Agreement,
                        or the
                        application thereof to any party or circumstance, shall be
                        held to be
                        invalid or unenforceable (in whole or in part) for any reason,
                        the
                        remaining terms, provisions, covenants and conditions hereof
                        shall
                        continue in full force and effect as if this Agreement had
                        been executed
                        with the invalid or unenforceable portion eliminated, so
                        long as this
                        Agreement as so modified continues to express, without material
                        change,
                        the original intentions of the parties as to the subject
                        matter of this
                        Agreement and the deletion of such portion of this Agreement
                        will not
                        substantially impair the respective benefits or expectations
                        of the
                        parties to this Agreement; provided,
                        however,
                        that this severability provision shall not be applicable
                        if any provision
                        of Section
                        2,
                        5,
                        6
                        or
                        13
                        (or any definition or provision in Section
                        14
                        to
                        the extent it relates to, or is used in or connection with
                        any such
                        Section) shall be held to be invalid or
                        unenforceable.

                    


            

            


            
              	
                      (o)

                    	
                      Pooling
                        and Servicing Agreement.
                        Party A hereby agrees that, notwithstanding any provision
                        of this
                        agreement to the contrary, Party B’s obligations to pay any amounts owing
                        under this Agreement shall be subject to Section 4.01 of
                        the Pooling and
                        Servicing Agreement and Party A’s right to receive payment of such amounts
                        shall be subject to Section 4.01 of the Pooling and Servicing
                        Agreement.
                        [

                    


            

            


            (p)        
               Non-Recourse.
              Notwithstanding any provision in this Agreement to the contrary, the
              obligations
              of Party B hereunder are limited recourse obligations of Party B, payable
              solely
              from the Swap Account and the proceeds thereof, in accordance with
              the terms of
              the Pooling and Servicing Agreement. In the event that the Swap Account
              and
              proceeds thereof should be insufficient to satisfy all claims outstanding
              and
              following the realization of the Swap Account and the proceeds thereof,
              any
              claims against or obligations of Party B under this Agreement or any
              other
              confirmation thereunder still outstanding shall be extinguished and
              thereafter
              not revive. Party B shall not have liability for any failure or delay
              in making
              a payment hereunder to Party A due to any failure or delay in receiving
              amount
              in the Swap Account from the Trust created pursuant to the Pooling
              and Servicing
              Agreement. 

            


            (q)         
              Limited
              Liability.
              Party A
              and Party B agree to the following: (a) Deutsche Bank National Trust
              Company
              (“Deutche Bank”) is entering into this Agreement not in its individual or
              corporate capacity, but solely in its capacity as Supplemental Interest
              Trust
              Trustee under the Pooling and Servicing Agreement; It is expressly
              understood
              and agreed by the parties hereto that (a) this Agreement is executed
              and
              delivered by Deutsche Bank National Trust Company (“Deutche Bank”), not
              individually or personally but solely as Supplemental Interest Trust
              Trustee
              under the Pooling and Servicing Agreement, in the exercise of the powers
              and
              authority conferred and vested in it, (b) each of the representations,
              undertakings and agreements herein made on the part of Deutsche Bank
              is made and
              intended not as personal representations, undertakings and agreements
              by
              Deutsche Bank but is made and intended for the purpose of binding only
              the
              Supplemental Interest Trust, (c) nothing herein contained shall be
              construed as
              creating any liability on Deutsche Bank, individually or personally,
              to perform
              any covenant either expressed or implied contained herein, all such
              liability,
              if any, being expressly waived by the parties hereto and by any Person
              claiming
              by, through or under the parties hereto, and (d) under no circumstances
              shall
              Deutsche Bank be personally liable for the payment of any indebtedness
              or
              expenses of the Supplemental Interest Trust or be liable for the breach
              or
              failure of any obligation, representation, warranty or covenant made
              or
              undertaken by the Supplemental Interest Trust Trustee under this Agreement
              or
              any other related documents.      

             

            The
              parties executing this Schedule have executed the Master Agreement
              and have
              agreed as to the contents of this Schedule.

             

            


            
              	
                      LEHMAN
                        BROTHERS 

                      SPECIAL
                        FINANCING INC.

                    	 	
                      DEUTSCHE
                        BANK NATIONAL TRUST COMPANY,
                        NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS TRUSTEE
                        WITH RESPECT TO
                        THE FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED
                        CERTIFICATES, SERIES 2006-FF8

                    
	
                      Party
                        A

                    	 	
                      Party
                        B

                    
	
                       

                       

                       

                    	 	
                       

                       

                       

                       

                    
	
                      Name:

                    	 	
                      Name:

                    
	
                      Title:

                    	 	
                      Title:

                    
	
                      Date:

                    	 	
                      Date:

                    
	 	 	 


            

            



            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            EXHIBIT
              A to Schedule

             

            GUARANTEE
              OF LEHMAN BROTHERS HOLDINGS INC.

             

            LEHMAN
              BROTHERS SPECIAL FINANCING INC. (“Party A”) and DEUTSCHE
              BANK NATIONAL TRUST COMPANY,
              NOT IN
              ITS INDIVIDUAL CAPACITY, BUT SOLELY AS TRUSTEE
              WITH
              RESPECT TO
              THE FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED CERTIFICATES,
              SERIES 2006-FF8
              (“Party
              B”) have entered into a Master Agreement dated as of June 29, 2006, (the
“Master
              Agreement”), pursuant to which Party A and Party B have entered and/or
              anticipate entering into one or more transactions (each a “Transaction”), the
              Confirmation of each of which supplements, forms part of, and will
              be read and
              construed as one with, the Master Agreement (collectively referred
              to as the
“Agreement”). This Guarantee is a Credit Support Document as contemplated in the
              Agreement. For value received, and in consideration of the financial
              accommodation accorded to Party A by Party B under the Agreement, LEHMAN
              BROTHERS HOLDINGS INC., a corporation organized and existing under
              the laws of
              the State of Delaware (“Guarantor”), hereby agrees to the
              following:

             

            (a) Guarantor
              hereby unconditionally guarantees to Party B the due and punctual payment
              of all
              amounts payable by Party A under each Transaction when and as Party
              A’s
              obligations thereunder shall become due and payable in accordance with
              the terms
              of the Agreement. In case of the failure of Party A to pay punctually
              any such
              amounts, Guarantor hereby agrees, upon written demand by Party B, to
              pay or
              cause to be paid any such amounts punctually when and as the same shall
              become
              due and payable.

             

            (b) Guarantor
              hereby agrees that its obligations under this Guarantee constitute
              a guarantee
              of payment when due and not of collection.

             

            (c) Guarantor
              hereby agrees that its obligations under this Guarantee shall be unconditional,
              irrespective of the validity, regularity or enforceability of the Agreement
              against Party A (other than as a result of the unenforceability thereof
              against
              Party B), the absence of any action to enforce Party A’s obligations under the
              Agreement, any waiver or consent by Party B with respect to any provisions
              thereof, the entry by Party A and Party B into additional Transactions
              under the
              Agreement or any other circumstance which might otherwise constitute
              a legal or
              equitable discharge or defense of a guarantor (excluding the defense
              of payment
              or statute of limitations, neither of which is waived) provided, however,
              that
              Guarantor shall be entitled to exercise any right that Party A could
              have
              exercised under the Agreement to cure any default in respect of its
              obligations
              under the Agreement or to setoff, counterclaim or withhold payment
              in respect of
              any Event of Default or Potential Event of Default in respect of Party
              B or any
              Affiliate, but only to the extent such right is provided to Party A
              under the
              Agreement. The Guarantor acknowledges that Party A and Party B may
              from time to
              time enter into one or more Transactions pursuant to the Agreement
              and agrees
              that the obligations of the Guarantor under this Guarantee will upon
              the
              execution of any such Transaction by Party A and Party B extend to
              all such
              Transactions without the taking of further action by the Guarantor.

             

            (d) This
              Guarantee shall remain in full force and effect until such time as
              Party B shall
              receive written notice of termination. Termination of this Guarantee
              shall not
              affect Guarantor’s liability hereunder as to obligations incurred or arising out
              of Transactions entered into prior to the termination hereof.

             

            (e) Guarantor
              further agrees that this Guarantee shall continue to be effective or
              be
              reinstated, as the case may be, if at any time, payment, or any part
              thereof, of
              any obligation or interest thereon is rescinded or must otherwise be
              restored by
              Party B upon an Event of Default as set forth in Section
              5(a)(vii)
              of the
              Master Agreement affecting Party A or Guarantor.

             

            (f) Guarantor
              hereby waives (i) promptness, diligence, presentment, demand of payment,
              protest, order and, except as set forth in paragraph (a) hereof, notice
              of any
              kind in connection with the Agreement and this Guarantee, or (ii) any
              requirement that Party B exhaust any right to take any action against
              Party A or
              any other person prior to or contemporaneously with proceeding to exercise
              any
              right against Guarantor under this Guarantee.

             

            This
              Guarantee shall be governed by and construed in accordance with the
              laws of the
              State of New York, without reference to choice of law doctrine. All
              capitalized
              terms not defined in this Guarantee, but defined in the Agreement,
              shall have
              the meanings assigned thereto in the Agreement.

             

            IN
              WITNESS WHEREOF, Guarantor has caused this Guarantee to be executed
              in its
              corporate name by its duly authorized officer as of the date of the
              Agreement.

             

            
              	 	
                      LEHMAN
                        BROTHERS HOLDINGS INC.

                    
	 	 
	 	 
	 	
                      By:
                        

                    	 
	 	
                      Name: 

                    	 
	 	
                      Title: 

                    	 
	 	
                      Date: 

                    	 


            

             

            

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              



            EXHIBIT
              B to Schedule

             

            [Form
              of
              Opinion of Counsel for Party B]

             

            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


             

            EXHIBIT
              C
              to Schedule

            


            [Form
              of
              Opinion of Counsel for

            Lehman
              Brothers Special Financing Inc. and

            Lehman
              Brothers Holdings Inc.]

            June
              29,
              2006

            Deutsche
              Bank National Trust Company

            1761
              East
              Saint Andrew Place

            Santa
              Ana, CA 92705

            


            Attention:
              First
              Franklin 2006-FF8 Cap reference: GC06Z

             

            Ladies
              and Gentlemen:

             

            I
              have
              acted as counsel to Lehman Brothers Special Financing Inc., a Delaware
              corporation (“Party A”)
              and
              Lehman Brothers Holdings Inc., a Delaware corporation (“Guarantor”), and am
              familiar with matters pertaining to the execution and delivery of the
              Master
              Agreements (each the “Master Agreements”), each dated as of June 29, 2006
              between Party A and 

             

            (i) DEUTSCHE
              BANK NATIONAL TRUST COMPANY,
              NOT IN
              ITS INDIVIDUAL CAPACITY, BUT SOLELY AS CAP
              TRUSTEE WITH
              RESPECT TO THE CAP TRUST
              RELATING
              TO THE
              FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED CERTIFICATES,
              SERIES
              2006-FF8; 

             

            (ii)
              DEUTSCHE BANK NATIONAL TRUST COMPANY,
              NOT IN
              ITS INDIVIDUAL CAPACITY, BUT SOLELY AS SUPPLEMENTAL
              INTEREST TRUST TRUSTEE WITH RESPECT TO THE SUPPLEMENTAL INTEREST
              TRUST
              RELATING
              TO THE
              FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED CERTIFICATES,
              SERIES
              2006-FF8; and

             

            (iii)
              DEUTSCHE BANK NATIONAL TRUST COMPANY,
              NOT IN
              ITS INDIVIDUAL CAPACITY, BUT SOLELY AS TRUSTEE
              WITH
              RESPECT TO THE FIRST
              FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED CERTIFICATES, SERIES
              2006-FF8

             

            and
              the
              guarantees of Guarantor (the “Guarantees”)
              delivered in connection with each of the Master Agreements.

             

            In
              connection with this opinion, I have examined, or have had examined
              on my
              behalf, an executed copy of the Master Agreements and the Guarantees,
              certificates and statements of public officials and officers of Party
               A
              and
              Guarantor and such other agreements, instruments, documents and records
              as I
              have deemed necessary or appropriate for the purposes of this
              opinion.

             

            Except
              as
              expressly set forth herein, no independent investigation (including,
              without
              limitation, conducting any review, search or investigation of any public
              files,
              records or dockets) has been undertaken to determine the existence
              or absence of
              the facts that are material to my opinions, and no inference as to
              my knowledge
              concerning such facts should be made.

             

            When
              used
              herein the phrase “to my knowledge” means to my actual knowledge without
              independent investigation.

             

            References
              in this letter to “Applicable Laws” are to those laws, rules and regulations of
              the State of New York which, in my experience, are normally applicable
              to
              transactions of the type contemplated by the Master Agreement and the
              Guarantee.
              References in this letter to “Governmental Authorities” are to executive,
              legislative, judicial, administrative or regulatory bodies of the State
              of New
              York. References in this letter to “Governmental Approval” are to any consent,
              approval, license, authorization or validation of, or filing, recording
              or
              registration with, any Governmental Authority pursuant to Applicable
              Laws.

             

              Based
              on
              the foregoing but subject to the assumptions, exceptions, qualifications
              and
              limitations hereinafter expressed, I am of the opinion that:

             

            
              	1.  	
                      Each
                        of Party A
                        and Guarantor is a corporation duly incorporated, validly
                        existing and in
                        good standing under the laws of the State of
                        Delaware.

                    


            

             

            
              	2.  	
                      The
                        execution, delivery and performance of each of the Master
                        Agreements in
                        the case of Party  A,
                        and the Guarantees, in the case of Guarantor, are within
                        its corporate
                        power, have been duly authorized by all corporate action
                        and do not
                        conflict with any provision of its certificate of incorporation
                        or
                        by-laws.

                    


            

             

            
              	3.  	
                      The
                        Master Agreements, in the case of Party A,
                        and the Guarantees, in the case of Guarantor, have been duly
                        executed and
                        delivered and each
                        constitutes
                        a legal, valid and binding obligation, enforceable against
                        it in
                        accordance with its
                        respective terms.

                    


            

             

            
              	4.  	
                      To
                        the best of my knowledge,
                        no Governmental Approval
                        is
                        required in connection with the execution, delivery and performance
                        of the
                        Master Agreements in the case of Party A,
                        or the Guarantees, in the case of Guarantor,
                        except those that have been obtained and, to my knowledge,
                        are in
                        effect.

                    


            

             

              The
              foregoing opinions are subject to the following assumptions, exceptions,
              qualifications and limitations:

             

            A.  
              My
              opinion in paragraph 3 above is subject to:
              (i) bankruptcy,
              insolvency, reorganization, receivership, moratorium or similar laws
              affecting
creditors’
              rights
              generally (including, without limitation, the effect of statutory or
              other laws
              regarding fraudulent or other similar transfers or
              conveyances); (ii) general
              principles of equity, regardless of whether enforceability is considered
              in a
              proceeding in equity or at law;
              (iii) laws and considerations of public policy that may limit the
              enforceability of provisions (a) regarding indemnification and contribution
              rights and obligations, (b) regarding the waiver or limitation of rights to
              trial by jury, oral amendments to written agreements or rights of setoff,
              (c) relating to submission to jurisdiction, venue or service of process,
              and (d) purporting to prohibit or restrict, or require the consent of the
“account debtor” (as defined in Section 9-102 of the Uniform Commercial Code as
              in effect in the State of New York (the “NYUCC” )) for, the creation, perfection
              or enforcement of a security interest in “accounts” or “general intangibles” (in
              each case, as defined in Section 9-102 of the NYUCC).

             

            B.  I
              am a
              member of the Bar of the State of New York and render no opinion on
              the laws of
              any jurisdiction other than the laws of the State of New York and the
              General
              Corporation Law of the State of Delaware.
              Except
              as described, I have not examined, or had examined on my behalf, and
              I do not
              express any opinion with respect to, Delaware law.

             

            C.  My
              opinions are limited to the present laws and to the facts as they presently
              exist, and no opinion is to be inferred or implied beyond the matters
              expressly
              so stated. I assume no obligation to revise or supplement this opinion
              should
              the present laws of the jurisdictions referred to in paragraph B above
              be
              changed by legislative action, judicial decision or otherwise.

             

            D.  This
              letter is rendered solely to you solely
              for your benefit in
              connection with the Master Agreement and the Guarantee and the transactions
              related thereto and may not be relied upon by any other person, entity
              or agency
              or by you in any other context or for any other purpose. This letter
              may not be
circulated,
              used or quoted
              in
              whole or in part, nor may copies thereof be furnished or delivered
              to any other
              person, without the prior written consent of Lehman Brothers Holdings
              Inc.,
              except that you may furnish copies hereof (i)  to
              your
              independent auditors and attorneys, (ii)  to
              any
              United States, state or local authority having jurisdiction over you
              or over
              Party  A
              or
              Guarantor, (iii)  pursuant
              to the order of any legal process of any court of competent jurisdiction
              or any
              governmental agency, and (iv)  in
              connection with any legal action arising out of the Master Agreement
              or the
              Guarantee.

             

            E.  I
              have
              assumed with your permission (i)  the
              genuineness of all signatures by each party other than Party  A
              or
              Guarantor, (ii)  the
              authenticity of documents submitted to me as originals and the conformity
              to
              authentic original documents of all documents submitted to me as copies,
              (iii) the
              accuracy of the matters set forth in the documents, agreements and
              instruments I
              reviewed, (iv) that each party other than Party A and Guarantor is
              duly
              organized, validly existing and in good standing under the laws of
              its
              jurisdiction of organization, (v)
              the due
              execution and delivery, pursuant to due authorization, of the Master
              Agreement
              by each party other than Party A,
              and (vi) that the Master Agreement is the legal, valid, binding and
              enforceable obligation of each party other than Party A, enforceable
              against each such party in accordance with its terms.

             

            F.  My
              opinion in paragraph 3 is subject to the qualification that certain
              provisions contained in the Agreement and the Guarantee may not be
              enforceable,
              but such unenforceability will not render the Agreement or the Guarantee
              invalid
              as a whole or substantially interfere with the practical realization
              of the
              principal benefits provided thereby.

             

            The
              foregoing opinions are given on the express understanding that the
              undersigned
              is an officer of Lehman Brothers Inc. and shall in no event incur any
              personal
              liability in connection with said opinions.

             

            Very
              truly yours,

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             


            


             

            ISDAÒ

            International
              Swaps and Derivatives Association, Inc.

            


            CREDIT
              SUPPORT ANNEX

            


            to
              the
              Schedule to the 

            Master
              Agreement

            dated
              as
              of June
              29,
              2006

            between

            


            
              	
                      LEHMAN
                        BROTHERS 

                      SPECIAL
                        FINANCING INC.

                    	 	
                      DEUTSCHE
                        BANK NATIONAL TRUST COMPANY,
                        NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS TRUSTEE
                        WITH RESPECT TO
                        THE FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED
                        CERTIFICATES, SERIES 2006-FF8

                    
	
                      Party
                        A

                    	 	
                      Party
                        B

                    


            

            


            This
              Annex supplements, forms part of, and is subject to, the above-referenced
              Agreement, is part of its Schedule and is a Credit Support Document
              under this
              Agreement with respect to each party.

            


            Accordingly,
              the parties agree as follows:

            


            Paragraph
              1. Interpretation

            


            (a) Definitions
              and Inconsistency. Capitalized
              terms not otherwise defined herein or elsewhere in this Agreement have
              the
              meanings specified pursuant to Paragraph 12, and all references in
              this Annex to
              Paragraphs are to Paragraphs of this Annex. In the event of any inconsistency
              between this Annex and the other provisions of this Schedule, this
              Annex will
              prevail and in the event of any inconsistency between Paragraph 13
              and the other
              provisions of this Annex, Paragraph 13 will prevail.

            


            (b) Secured
              Party and Pledgor.
              All
              references in this Annex to the “Secured Party” will be to either party when
              acting in that capacity and all corresponding references to the “Pledgor” will
              be to the other party when acting in that capacity; provided,
              however,
              that if
              Other Posted Support is held by a party to this Annex, all references
              herein to
              that party as the Secured Party with respect to that Other Posted Support
              will
              be to that party as the beneficiary thereof and will not subject that
              support or
              that party as the beneficiary thereof to provisions of law generally
              relating to
              security interests and secured parties.

            


            Paragraph
              2. Security Interest

            


            Each
              party, as the Pledgor, hereby pledges to the other party, as the Secured
              Party,
              as security for its Obligations, and grants to the Secured Party a
              first
              priority continuing security interest in, lien on and right of Set-off
              against
              all Posted Collateral Transferred to or received by the Secured Party
              hereunder.
              Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral,
              the
              security interest and lien granted hereunder on that Posted Collateral
              will be
              released immediately and, to the extent possible, without further action
              by
              either party.

             

            CREDIT
              SUPPORT ANNEX

            Elections
              and Variables

            dated
              as
              of June
              29,
              2006 between
              

            LEHMAN
              BROTHERS SPECIAL FINANCING INC.

            (hereinafter
              referred to as “Party
              A”
              or
“Pledgor”)

            and
              

            DEUTSCHE
              BANK NATIONAL TRUST COMPANY,
              NOT IN
              ITS INDIVIDUAL CAPACITY, BUT SOLELY AS TRUSTEE
              WITH
              RESPECT TO
              THE FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED CERTIFICATES,
              SERIES 2006-FF8
              (hereinafter referred to as “Party
              B”
              or
“Secured
              Party”)

             

            Paragraph
              13. Elections and Variables

             

            
              	
                      (a)

                    	
                      Security
                        Interest for “Obligations”.
                        The term “Obligations” as
                        used in this Annex includes the following additional
                        obligations:

                    


            

             

            With
              respect to Party A, not applicable.

             

            With
              respect to Party B, not applicable.

             

            
              	
                      (b)

                    	
                      Credit
                        Support Obligations.

                    


            

            
               

              
                	 	
                        (i)

                      	Delivery
                        Amount, Return Amount and Credit Support
                        Amount


              

              
              

               

            

            
              	 	
                      (A)

                    	
                      “Delivery
                        Amount”
                        has the meaning specified in Paragraph 3(a) 

                    


            

             

            
              	 	
                      (B)

                    	
                      “Return
                        Amount”
                        has the meaning specified in Paragraph
                        3(b).

                    


            

             

            
              	 	
                      (C)

                    	
                      "Credit
                        Support Amount"
                        means, for any Valuation Date, an amount equal to the sum
                        of (i) 100.0% of
                        the Secured Party's Exposure for the next Valuation Date
                        and (ii) the
                        product of the Volatility Buffer and the Notional Amount.
                        

                    


            

             

            
              	 	
                      (ii)

                    	
                      Eligible
                        Collateral.
                        At
                        such time as Party A is required to post collateral pursuant
                        to Part
                        1(h)(A) of the Schedule), the following items will qualify
                        as “Eligible
                        Collateral” (together
                        with such other collateral types (and related valuation percentages)
                        with
                        respect to which Rating Agency Confirmation is
                        provided):

                    


            

            
            

             

            
              	 	 	
                      Collateral
                        Type

                    	
                      Valuation

                      Percentage

                    
	 	
                      (A)

                    	
                      cash.

                    	
                      100.0%

                    
	 	 	 	 
	 	
                      (B)

                    	
                      Negotiable
                        debt obligations issued by the U.S. Treasury Department having
                        a maturity
                        at issuance of not more than one year.

                    	
                      98.5%

                    
	 	 	 	 
	 	
                      (C)

                    	
                      Negotiable
                        debt obligations issued by the U.S. Treasury Department having
                        a maturity
                        at issuance of more than one year but not more than ten
                        years.

                    	
                      89.9%

                    
	 	 	 	 
	 	
                      (D)

                    	
                      Negotiable
                        debt obligations issued by the U.S. Treasury Department having
                        a maturity
                        at issuance of more than ten years.

                    	
                      83.9%

                    
	 	 	 	 
	 	
                      (E)

                    	
                      demand
                        and time deposits in, certificates of deposit of, bankers’
                        acceptances payable within 183 days of issuance issued by,
                        or federal
                        funds sold by any U.S. federal or state depository institution
                        or trust
                        company, the commercial paper and/or debt obligations of
                        which (or, in the
                        case of the principal depository institution in a holding
                        company system,
                        the commercial paper or debt obligations of such holding
                        company) at the
                        time of such investment or contractual commitment providing
                        for such
                        investment have a long-term credit rating of “Aaa”
                        by
                        Moody’s
                        and “AAA”
                        by
                        Standard & Poor’s,
                        in the case of long-term debt obligations, or “Prime-1”
                        by
                        Moody’s
                        and “A-1+”
                        by
                        Standard & Poor’s,
                        in the case of commercial paper and short-term obligations;
                        provided, that
                        in the case of commercial paper and short-term debt obligations
                        with a
                        maturity of longer than 91 days, the issuer thereof must
                        also have at the
                        time of such investment a long-term credit rating of “Aaa”
                        by
                        Moody’s
                        and “AAA”
                        by
                        Standard & Poor’s.

                    	
                      98.0%

                    


            

             

            
              	 	
                      (iii)

                    	
                      Other
                        Eligible Support.
                        The following items will qualify as “Other
                        Eligible Support”
                        for the party specified: Not
                        applicable.

                    


            

             

            
              	 	
                      (iv)

                    	
                      Thresholds.

                    


            

             

            
              	 	
                      (A)

                    	
                      “Independent
                        Amount”
                        shall not be applicable with respect to Party A or Party
                        B unless
                        otherwise specified in a
                        Confirmation.

                    


            

             

            
              	 	
                      (B)

                    	
                      “Threshold”
                        means, with respect to Party A, zero at any time that (1)
                        Party A (or to
                        the extent applicable, its Credit Support Provider) does
                        not have the
                        required ratings set forth in Part 1(h)(A) of the Schedule
                        from Standard
                        & Poor’s
                        and has failed to transfer its rights and obligations under
                        this Agreement
                        within 30 days of its downgrade or (2) Party A (or to the
                        extent
                        applicable, its Credit Support Provider) does not have the
                        required
                        ratings from Moody’s;
                        otherwise the Threshold shall be
                        unlimited.

                    


            

             

            
              	 	
                      (C)

                    	
                      “Minimum
                        Transfer Amount” means,
                        with respect to a party, $100,000. 

                    


            

             

            
              	 	
                      (D)

                    	
                      “Rounding”.
                        The
                        Delivery Amount and the Return Amount will be rounded up
                        and down
                        respectively to the nearest integral multiple of
                        $1,000.

                    


            

             

             

            
              	
                      (c)

                    	
                      Valuation
                        and Timing.

                    


            

             

            
              	 	
                      (i)

                    	
                      “Valuation
                        Agent”
                        means Party A. All calculations by the Valuation Agent must
                        be made in
                        accordance with standard market practice, including, in the
                        event of a
                        dispute as to the Value of any Eligible Credit Support or
                        Posted Credit
                        Support, by making reference to quotations received by the
                        Valuation Agent
                        from commonly accepted third party sources.


                    


            

             

            
              	 	
                      (ii)

                    	
                      “Valuation
                        Date”
                        means, for purposes of each time that Party A is required
                        to post
                        collateral pursuant to Part 1(h)(A) of the Schedule, each
                        Wednesday or, if
                        such day is not a Local Business Day, the next following
                        Local Business
                        Day.

                    


            

             

            
              	 	
                      (iii)

                    	
                      “Valuation
                        Time”
                        means the close of business in the location where the relevant
                        product is
                        traded, provided that the calculations of Value and Exposure
                        will made as
                        of approximately the same time on the same date.
                        

                    


            

             

            
              
                	 	
                        (iv)

                      	
                        “Notification
                          Time”
                          means 3:00 p.m., New York time, on a Local Business Day.
                          

                      


              

               

            

            
              	 	
                      (v)

                    	
                      Notice
                        to S&P.
                        At
                        any time while Party A’s Credit Support Provider shall fail to have the
                        Approved Rating Thresholds from S&P, Party A shall provide to S&P
                        not later than the Notification Time on the Local Business
                        Day following
                        each Valuation Date the calculations of Exposure and the
                        Value of any
                        Eligible Credit Support or Posted Credit Support for that
                        Valuation
                        Date.

                    


            

             

            
              	 	
                      (vi)

                    	
                      External
                        Verification.
                        Notwithstanding the definition of Valuation Agent and Valuation
                        Date, at
                        any time while the
                        long-term unsecured debt or counterparty rating of Party
                        A’s Credit
                        Support Provider is not above “BBB”, the
                        calculations of Exposure and the Value of any Eligible Credit
                        Support or
                        Posted Credit Support must be verified by an external mark
                        quarterly. The
                        external mark must be obtained by an independent third party,
                        and cannot
                        be verified by the same entity more than four times in any
                        12-month
                        period. In addition, the external mark-to-market valuations
                        should reflect
                        the higher of two bids from counterparties that would be
                        eligible and
                        willing to provide the swap in the absence of the current
                        provider. The
                        Value of any Eligible Credit Support or Posted Credit Support
                        and Exposure
                        should be based on the greater of the calculations of the
                        Valuation Agent
                        and the external marks, and any deficiencies in Value and
                        Exposure must be
                        cured within three days.

                    


            

             

            
              	
                      (d)

                    	
                      Conditions
                        Precedent and Secured Party’s Rights and Remedies.
                        There will be no Specified Conditions for Party A and Party
                        B.

                    


            

             

            
              	
                      (e)

                    	
                      Substitution 

                    


            

             

            
              	 	
                      (i)

                    	
                      “Substitution
                        Date” has
                        the meaning specified in Paragraph
                        4(d)(ii).

                    


            

             

            
              	 	
                      (ii)

                    	
                      “Consent.”
                        The Pledgor need not obtain the Secured Party’s consent for any
                        substitution pursuant to Paragraph
                        4(d).

                    


            

             

            
              	
                      (f)

                    	
                      Dispute
                        Resolution 

                    


            

             

            
              	 	
                      (i)
                        

                    	
                      “Resolution
                        Time” means
                        1:00 p.m. on the Local Business Day following the date on
                        which notice is
                        given that gives rise to a default.

                    


            

             

            
              	 	
                      (ii)

                    	
                      Value.
                        For the purpose of Paragraph 5(i)c) and 5(ii), the Value
                        of Posted Credit
                        Support other than Cash will be calculated as follows:
                        

                    


            

             

            
              	 	 	
                      With
                        respect to any Eligible Collateral in the form of securities
                        listed in
                        Paragraph 13(b)(ii) (referred to herein as “Collateral Obligations”) the
                        sum of (I)(x) the bid price quoted on such date by a mutually
                        acceptable
                        principal market maker for such Collateral Obligations, or
                        (y) if no such
                        quotation is available from a principal market maker for
                        such date, such
                        bid price as of the day, next preceding such date, on which
                        such quotation
                        was available, in either case multiplied by the applicable
                        Valuation
                        Percentage, plus (II) the accrued interest on such Collateral
                        Obligations
                        (except to the extent Transferred to a party pursuant to
                        any applicable
                        section of this Agreement or included in the applicable price
                        referred to
                        in (I) of this Clause) as of such date.


                    


            

             

            
              	 	
                      (ii)

                    	
                      “Alternative.” 
                        Paragraph 5 will apply.

                    


            

             

             

            
              	
                      (g)

                    	
                      Holding
                        and Using Posted Collateral.

                    


            

             

            
              	 	
                      (i)

                    	
                      “Eligibility
                        to Hold Posted Collateral; Custodians.”

                    


            

             

            Party
              B
              and or its Custodian will be entitled to hold Posted Collateral pursuant
              to
              Paragraph 6(b), provided
              that the
              following conditions applicable to it are satisfied:

             

            
              	 	
                      (1)

                    	
                      The
                        Custodian is a bank or trust company located in the United
                        States having
                        total assets of at least $250,000,000 and a short term unsecured
                        debt or
                        counterparty rating of “Prime-1”
                        from Moody’s
                        and “A-1”
                        from Standard & Poor’s.

                    


            

             

            Initially,
              the Custodian
              for
              Party B is: The Bank of New York.

             

            
              	 	
                      (ii)

                    	
                      “Use
                        of Posted Collateral”
                        The provisions of Paragraph 6(c) will not apply with respect
                        to the
                        collateral posted by Party A.

                    


            

             

            
              	
                      (h)

                    	
                      Distributions
                        and Interest Amount.

                    


            

             

            
              	 	
                      (i)

                    	
                      “Interest
                        Rate.” The
                        Interest Rate shall be the actual interest rate achieved
                        on Posted
                        Collateral in the form of Cash that is held by Party B’s Custodian. .
                        Party B’s Custodian shall hold Posted Collateral in the form of Cash
                        in
                        such deposit or investment account as specified by Party
                        A to Party B and
                        reasonably acceptable to Party B’s Custodian.


                    


            

             

            
              	 	
                      (ii)

                    	
                      “Transfer
                        of Interest Amount.”
                        The Transfer of the Interest Amount will be made on the first
                        Local
                        Business Day of each calendar month and on any Local Business
                        Day that
                        Posted Collateral in the form of Cash is Transferred to the
                        Pledgor
                        pursuant to Paragraph 3(b).

                    


            

             

            
              	 	
                      (iii)

                    	
                      “Alternative
                        to Interest Amount.”
                        Not applicable.

                    


            

             

            
              	
                      (i)

                    	
                      Additional
                        Representation(s).
                        Not applicable.

                    


            

             

            
              	
                      (j)

                    	
                      “Other
                        Eligible Support and Other Posted Support.”

                    


            

             

            
              	 	
                      (i)

                    	
                      “Value” with
                        respect to Other Eligible Support and Other Posted Support
                        means: Not
                        applicable.

                    


            

             

            
              	 	
                      (ii)

                    	
                      “Transfer” with
                        respect to Other Eligible Support and Other Posted Support
                        means: Not
                        applicable.

                    


            

             

            
              	
                      (k)

                    	
                      Demands
                        and Notices.
                        All demands, specifications and notices made by a party to
                        this Annex will
                        be made pursuant to the Notices Section of this
                        Agreement.

                    


            

             

            
              	
                      (l)

                    	
                      Addresses
                        for Transfers.
                        As
                        agreed upon between the parties from time to time.
                        

                    


            

             

            
              	
                      (m)

                    	
                      Other
                        Provisions.

                    


            

            


            
              	 	
                      (i)

                    	
                       “Volatility
                        Buffer”
                        shall mean the percentage set forth in the following table
                        with respect to
                        any Transaction (other than a Transaction identified in the
                        related
                        Confirmation as a Timing Hedge): 

                    


            

            


            
              	
                      The
                        higher of the short-term credit rating of (i) Party A and
                        (ii) the Credit
                        Support Provider of Party A

                    	
                      Remaining
                        Weighted Average Life Maturity up to 3 years

                    	
                      Remaining
                        Weighted Average Life Maturity up to 5 years

                    	
                      Remaining
                        Weighted Average Life Maturity up
                        to 10 years

                    	
                      Remaining
                        Weighted Average Life Maturity up
                        to 30 years

                    
	
                      At
                        least “A-2”

                    	
                      2.75

                    	
                      3.25

                    	
                      4.00

                    	
                      4.75

                    
	
                      “A-3”

                    	
                      3.25

                    	
                      4.00

                    	
                      5.00

                    	
                      6.25

                    
	
                      “BB+”
                        or
                        lower

                    	
                      3.50

                    	
                      4.50

                    	
                      5.75

                    	
                      7.50

                    


            

             

            
              
                	 	
                        (ii)

                      	
                        Agreement
                          as to Single Secured Party and Pledgor.
                          Party A and Party B agree that, notwithstanding anything
                          to the contrary
                          in the recital of this Annex, Paragraph 1(b) or Paragraph
                          2 of the
                          definitions in Paragraph 12, (a) the term “Secured
                          Party”
                          as
                          used in this Annex means only Party B, (b) the term “Pledgor”
                          as
                          used in this Annex means only Party A, (c) only Party A
                          makes the pledge
                          and grant in Paragraph 2, the acknowledgment in the final
                          sentence of
                          Paragraph 8(a) and the representations in Paragraph 9 and
                          (d) only Party A
                          will be required to post Eligible Credit Support hereunder.
                          Party A also
                          agrees that it shall pay all costs of transferring Eligible
                          Credit Support
                          required to be delivered by Party A hereunder. 

                      


              

              
The
                parties executing this Credit Support Annex have executed the Master
                Agreement
                and have agreed as to the contents of this Credit Support
                Annex.

            

            


            
              	
                      LEHMAN
                        BROTHERS SPECIAL FINANCING INC.

                    	 	
                      DEUTSCHE
                        BANK NATIONAL TRUST COMPANY,
                        NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS TRUSTEE
                        WITH RESPECT TO
                        THE FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED
                        CERTIFICATES, SERIES 2006-FF8

                    
	
                      Party
                        A

                    	 	
                      Party
                        B

                    
	
                       

                    	 	
                       

                    
	
                      Name:

                    	 	
                      Name:

                    
	
                      Title:

                    	 	
                      Title:

                    
	
                      Date:

                    	 	
                      Date:

                    


            

          

           

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          P

         

        FORM
          OF
          ANNUAL STATEMENT AS TO COMPLIANCE

         

        ___________________
          Trust, Series 200_-___

        _______________
          Pass-Through Certificates

         

        I,
          _____________________, hereby certify that I am a duly appointed
          __________________________ of _______________________________ (the
“[Servicer]”), and further certify as follows:

         

        1. This
          certification is being made pursuant to the terms of the Pooling and Servicing
          Agreement, dated as of ____________, _____ (the “Agreement”), among
          ______________________, as depositor, the [Servicer], as [servicer] and
          ________________, as trustee.

         

        2. I
          have
          reviewed the activities of the [Servicer] during the preceding year and
          the
          [Servicer’s] performance under the Agreement and to the best of my knowledge,
          based on such review, the [Servicer] has fulfilled all of its obligations
          under
          the Agreement throughout the year.

         

        Capitalized
          terms not otherwise defined herein have the meanings set forth in the
          Agreements.

         

        Dated:
          _________________

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        IN
          WITNESS WHEREOF, the undersigned has executed this Certificate as of
          _____________.

         

        
          	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

        


         

        I,
          _________________________, a (an) __________________ of the [Servicer],
          hereby
          certify that _________________ is a duly elected, qualified, and acting
          _______________________ of the [Servicer] and that the signature appearing
          above
          is his/her genuine signature.

         

        IN
          WITNESS WHEREOF, the undersigned has executed this Certificate as of
          ______________.

         

        
          	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          Q

        


        FORM
          OF
          INTEREST RATE SWAP AGREEMENT

         

        
           

          

             

          

          Revised
            Transaction

           

          


           

          
            	
                    Date:

                  	
                    21
                      July, 2006

                  
	 	 
	
                    To:

                  	
                    Deutsche
                      Bank National Trust Company, not in its individual capacity,
                      but solely as
                      Supplemental Interest Trust Trustee with respect to the Supplemental
                      Interest Trust relating to the First Franklin Mortgage Loan
                      Trust
                      2006-FF8, Asset Backed Certificates, Series
                      2006-FF8

                  
	 	
                    Attention:
                      Documentation Unit

                  
	 	 
	
                    From:

                  	
                    Lehman
                      Brothers Special Financing Inc.

                  
	 	
                    Confirmations
                      Group

                  
	 	
                    Kathy
                      Tsang

                  
	 	
                    Facsimile:     
                      (+1) 646-885-9551 (United States of America)

                  
	 	
                    Telephone:   212-526-9080

                  
	 	 
	
                    Ref.
                      Numbers:

                  	
                    Risk
                      ID: 1240881L / Effort ID: N977956 / Global Deal ID:
                      2562487

                  


          

           

          
            
              

            



          Dear
            Sir
            or Madam:

           

          The
            purpose of this communication (this “Confirmation”) is to confirm the terms and
            conditions of the transaction (the “Transaction”) entered into between Lehman
            Brothers Special Financing Inc. (“Party A”) and Deutsche
            Bank National Trust Company, not in its individual capacity, but solely
            as
            Supplemental Interest Trust Trustee with respect to the Supplemental
            Interest
            Trust relating to the First Franklin Mortgage Loan Trust 2006-FF8, Asset
            Backed
            Certificates, Series 2006-FF8  (“Party
            B”) on the Trade Date specified below. This Confirmation constitutes a
            “Confirmation” as referred to in the Agreement specified below. This
            Confirmation supersedes and replaces in its entirety any other confirmation
            referencing the Transaction to which this Confirmation
            relates.

          


          This
            Confirmation supplements, forms part of, and is subject to, the ISDA
            Master
            Agreement dated as of 29 June, 2006, as amended and supplemented from
            time to
            time, between Party A and Party B (the “Agreement”). All provisions contained in
            the Agreement shall govern this Confirmation except as expressly modified
            below.

           

          The
            definitions and provisions contained in the 2000 ISDA Definitions as
            published
            by the International Swaps and Derivatives Association, Inc. (the “Definitions”)
            are incorporated into this Confirmation. In the event of any inconsistency
            between the Definitions and the terms of this Confirmation, this Confirmation
            will govern. For the purpose of the Definitions, references herein to
            a
“Transaction” shall be deemed to be references to a “Swap
            Transaction”.

           

          Party
            A
            and Party B each represents that entering into the Transaction is within
            its
            capacity, is duly authorized and does not violate any laws of its jurisdiction
            of organization or residence or the terms of any agreement to which it
            is a
            party. Party A and Party B each represents that (a) it is not relying
            on the
            other party in connection with its decision to enter into this Transaction,
            and
            neither party is acting as an advisor to or fiduciary of the other party
            in
            connection with this Transaction regardless of whether the other party
            provides
            it with market information or its views; (b) it understands the risks
            of the
            Transaction and any legal, regulatory, tax, accounting and economic consequences
            resulting therefrom; and (c) it has determined based upon its own judgment
            and
            upon any advice received from its own professional advisors as it has
            deemed
            necessary to consult that entering into the Transaction is appropriate
            for such
            party in light of its financial capabilities and objectives. Party A
            and Party B
            each represents that upon due execution and delivery of this Confirmation,
            it
            will constitute a legally valid and binding obligation, enforceable against
            it
            in accordance with its terms, subject to applicable principles of bankruptcy
            and
            creditors’ rights generally and to equitable principles of general
            application.

           

          The
            terms
            of the particular Transaction to which this Confirmation relates are
            as
            follows:

           

          
            	
                    General
                      Terms:

                  	 
	 	 
	
                    Trade
                      Date:

                  	
                    20
                      June, 2006

                  
	 	 
	
                    Effective
                      Date:

                  	
                    25
                      May, 2007

                  
	 	 
	
                    Termination
                      Date:

                  	
                    25
                      January, 2010, subject to adjustment in accordance with the
                      Modified
                      Following Business Day Convention.

                  
	 	 
	
                    Notional
                      Amount:

                  	
                    USD2,537,831.9086-subject
                      to adjustment in accordance with Appendix A attached
                      hereto.

                  
	 	 
	
                    Floating
                      Amounts:

                  	 
	 	 
	
                    Floating
                      Amount Payer:

                  	
                    Party
                      A

                  
	 	 
	
                    Floating
                      Amount Payer 

                    Payment
                      Dates:

                  	
                    The
                      25th calendar day of each month, from and including 25 June,
                      2007 to and
                      including the Termination Date, subject to adjustment in accordance
                      with
                      the Modified Following Business Day Convention.

                  
	 	 
	
                    Floating
                      Amount:

                  	
                    To
                      be determined in accordance with the following formula: 250
multiplied
                      by
                      Floating Rate Option multiplied
                      by
                      Notional Amount multiplied
                      by
                      Floating Rate Day Count Fraction.

                  


          

          


          
            	
                    Floating
                      Rate Option:

                  	
                    USD-LIBOR-BBA

                  
	 	 
	
                    Designated
                      Maturity:

                  	
                    1
                      month

                  
	 	 
	
                    Spread:

                  	
                    Inapplicable

                  
	 	 
	
                    Floating
                      Rate Day Count Fraction:

                  	
                    Actual/360

                  
	 	 
	
                    Reset
                      Dates:

                  	
                    The
                      first day of each Calculation Period

                  
	 	 
	
                    Fixed
                      Amounts I:

                  	 
	 	 
	
                    Fixed
                      Amount Payer:

                  	
                    Party
                      B

                  
	 	 
	
                    Fixed
                      Amount Payer 

                    Payment
                      Dates:

                  	
                    The
                      25th calendar day of each month, from and including 25 June,
                      2007 to and
                      including the Termination Date, subject to adjustment in accordance
                      with
                      the Modified Following Business Day Convention.

                  
	 	 
	
                    Fixed
                      Amount:

                  	
                    To
                      be determined in accordance with the following formula: 250
multiplied
                      by
                      Fixed Rate multiplied
                      by
                      Notional Amount multiplied
                      by
                      Fixed Rate Day Count Fraction.

                  


          

           

          
            	
                    Fixed
                      Rate:

                  	
                    5.390%
                      per annum

                  
	 	 
	
                    Fixed
                      Rate Day Count Fraction:

                  	
                    30/360

                  
	 	 
	
                    Business
                      Days:

                  	
                    New
                      York

                  
	 	 
	
                    Fixed
                      Amounts II:

                  	 
	 	 
	
                    Fixed
                      Amount Payer:

                  	
                    Party
                      B; provided, however, that
                      in exchange for due consideration, the receipt and sufficiency
                      of which
                      are hereby acknowledged, Greenwich
                      Capital Markets Inc. will be making the Fixed Amount payment
                      to Party A on
                      behalf of Party B.

                  


          

           

          


          Additional
            Provision:

          


          (w)
            Compliance with Regulation AB.

          


          (1)
            It
            shall be a swap disclosure event (“Swap Disclosure Event”) if, at any time after
            the date hereof, the Depositor or the Sponsor notifies Party A that the
            aggregate “significance percentage” (calculated in accordance with the
            provisions of Item 1115 of Regulation AB) of all derivative instruments
            provided
            by Party A and any of its affiliates to Party B (collectively, the “Aggregate
            Significance Percentage”) is 10% or more. 

          


          (2)
            (a)Upon the occurrence of a Swap Disclosure Event, Party A, at its own
            cost and
            expense (and without any expense or liability to the Depositor, the Sponsor,
            the
            Underwriters, the Depositor, the Trustee or the Issuing Entity), shall
            take one
            of the following actions: 

          


          (i)
            provide to the Sponsor and the Depositor: (i) if the Aggregate Significance
            Percentage is 10% or more, but less than 20%, the information required
            under
            Item 1115(b)(1) of Regulation AB or (ii) if the Aggregate Significance
            Percentage is 20% or more, within five (5) Business Days, the information
            required under Item 1115(b)(2) of Regulation AB; or 

          


          (ii)
            assign its rights and delegate its obligations under the Transaction
            to a
            counterparty with the Approved Ratings Thresholds (or which satisfies
            the Rating
            Agency Condition), that (x) provides the information specified in clause
            (a)
            above to the Depositor and Sponsor and (y) enters into documentation
            substantially similar to the documentation then in place between Party
            A and
            Party B. 

          


          (b)
            For
            so long as the Aggregate Significance Percentage is 10% or more, Party
            A shall
            provide any updates to the information provided pursuant to clause (a)(ii)
            above
            to the Sponsor and the Depositor within five (5) Business Days following
            availability thereof (but in no event more than 45 days after the end
            of each of
            Party A’s fiscal quarter for any quarterly update, and in no even more than 90
            days after the end of each of Party A’s fiscal year for any annual update).


          


          (c)
            All
            information provided pursuant to clauses (a)(i) and (b) shall be in a
            form
            suitable for conversion to the format required for filing by the Depositor
            with
            the Commission via the Electronic Data Gathering and Retrieval System
            (EDGAR).
            In addition, any such information, if audited, shall be accompanied by
            any
            necessary auditor’s consents. If permitted by Regulation AB, any such
            information may be provided by reference to or incorporation by reference
            from
            reports filed pursuant to the Exchange Act.   

          


          (3)
            If
            (a) Party A has failed to deliver any information, report, certification
            or
            accountants’ consent when and as required under (w)(2) above, which continues
            unremedied for the lesser of ten calendar days after the date on which
            such
            information, report, certification or accountants’ consent was required to be
            delivered or such period in which the applicable Exchange Act Report
            for which
            such information is required can be timely filed and (b) Party A has
            not, at its
            own cost, within the period in which the applicable Exchange Act Report
            for
            which such information is required can be timely filed caused another
            entity to
            replace Party A as party to this Agreement that (i) has signed an agreement
            with
            Party B and the related Depositor substantially in the form of this Agreement,
            (ii) has agreed to deliver any information, report, certification or
            accountants’ consent when and as required under this clause (w)(2) above and
            (iii) is approved by the related Depositor (which approval shall not
            be
            unreasonably withheld) and any rating agency, if applicable, on terms
            substantially similar to the Derivative Agreement, then Party A shall
            promptly
            reimburse the Issuing Entity, the present and former respective officers,
            directors, employees and agents of the Issuing Entity and any such controlling
            person for any legal or other expenses reasonably incurred by it or any
            of them
            in connection with investigating or defending any such losses, claims,
            liabilities, damages, penalties, fines, forfeitures, legal fees or expenses
            or
            related costs, judgments, or any other costs, fees or expenses, as and
            when
            incurred; provided that the foregoing indemnity by Party A shall not
            apply to
            the lost profits of the Issuing Entity or any such related party.

          


          
            	
                    Miscellaneous:

                  	 
	
                    Calculation
                      Agent:

                  	
                    Party
                      A

                  
	 	 
	
                    Office:

                  	
                    For
                      the purposes of this Transaction, Party A is not a Multibranch
                      Party, and
                      the Office of Party B is its Head
                      Office.

                  


          

          Please
            confirm your agreement with the foregoing by executing this Confirmation
            and
            returning such Confirmation, in its entirety, to us at facsimile number
            (+1)
            646-885-9551 (United States of America), Attention: Confirmations
            Group.

           

          
            	
                    Yours
                      sincerely,

                  	
                    Accepted
                      and agreed to:

                  
	 	 
	
                    Lehman
                      Brothers Special Financing Inc.

                  	
                    
                      Deutsche
                        Bank National Trust Company, not in its individual capacity,
                        but solely as
                        Supplemental Interest Trust Trustee with respect to the Supplemental
                        Interest Trust relating to the First Franklin Mortgage Loan
                        Trust
                        2006-FF8, Asset Backed Certificates, Series
                        2006-FF8

                    

                  
	
                     

                  	
                     

                  
	 	
                    By:
                      ________________________

                    Name:

                    Title:

                  
	 	 


          

          


          
             

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          Appendix
            A

           

          

            
              	
                      *Calculation
                        Period from and including

                    	
                      *Calculation
                        Period up to but excluding

                    	
                      Notional
                        Amount (in USD)

                    


            

            
              	
                      5/25/2007

                    	
                      6/25/2007

                    	
                      2,537,831.9086

                    
	
                      6/25/2007

                    	
                      7/25/2007

                    	
                      2,419,640.7685

                    
	
                      7/25/2007

                    	
                      8/27/2007

                    	
                      2,307,013.8564

                    
	
                      8/27/2007

                    	
                      9/25/2007

                    	
                      2,199,686.9617

                    
	
                      9/25/2007

                    	
                      10/25/2007

                    	
                      2,097,408.5025

                    
	
                      10/25/2007

                    	
                      11/26/2007

                    	
                      1,999,938.9191

                    
	
                      11/26/2007

                    	
                      12/26/2007

                    	
                      1,907,017.6433

                    
	
                      12/26/2007

                    	
                      1/25/2008

                    	
                      1,818,467.1516

                    
	
                      1/25/2008

                    	
                      2/25/2008

                    	
                      1,733,595.1844

                    
	
                      2/25/2008

                    	
                      3/25/2008

                    	
                      1,652,096.6862

                    
	
                      3/25/2008

                    	
                      4/25/2008

                    	
                      1,574,760.5374

                    
	
                      4/25/2008

                    	
                      5/27/2008

                    	
                      1,452,231.9770

                    
	
                      5/27/2008

                    	
                      6/25/2008

                    	
                      508,178.9908

                    
	
                      6/25/2008

                    	
                      7/25/2008

                    	
                      458,974.8823

                    
	
                      7/25/2008

                    	
                      8/25/2008

                    	
                      416,964.9946

                    
	
                      8/25/2008

                    	
                      9/25/2008

                    	
                      382,417.4036

                    
	
                      9/25/2008

                    	
                      10/27/2008

                    	
                      365,644.1236

                    
	
                      10/27/2008

                    	
                      11/25/2008

                    	
                      349,658.5226

                    
	
                      11/25/2008

                    	
                      12/26/2008

                    	
                      334,421.0174

                    
	
                      12/26/2008

                    	
                      1/26/2009

                    	
                      319,894.1331

                    
	
                      1/26/2009

                    	
                      2/25/2009

                    	
                      306,042.3860

                    
	
                      2/25/2009

                    	
                      3/25/2009

                    	
                      292,832.1725

                    
	
                      3/25/2009

                    	
                      4/27/2009

                    	
                      280,231.6653

                    
	
                      4/27/2009

                    	
                      5/26/2009

                    	
                      261,886.6135

                    
	
                      5/26/2009

                    	
                      6/25/2009

                    	
                      190,623.4080

                    
	
                      6/25/2009

                    	
                      7/27/2009

                    	
                      183,680.5608

                    
	
                      7/27/2009

                    	
                      8/25/2009

                    	
                      176,993.7816

                    
	
                      8/25/2009

                    	
                      9/25/2009

                    	
                      170,553.4012

                    
	
                      9/25/2009

                    	
                      10/26/2009

                    	
                      164,350.1293

                    
	
                      10/26/2009

                    	
                      11/25/2009

                    	
                      158,375.0393

                    
	
                      11/25/2009

                    	
                      12/28/2009

                    	
                      152,619.5530

                    
	
                      12/28/2009

                    	
                      1/25/2010

                    	
                      147,075.4263

                    


            

          

          


          *subject
            to adjustment in accordance with
            the relevant Business Day Convention.

           

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        

          (Multicurrency-Cross
            Border) 

          ISDAâ

          


          International
            Swap Dealers Association, Inc.

          


          MASTER
            AGREEMENT

          


          dated
            as
            of June 29, 2006

          


          
            	
                    LEHMAN
                      BROTHERS 

                    SPECIAL
                      FINANCING INC.

                  	 	
                    DEUTSCHE
                      BANK NATIONAL TRUST COMPANY,
                      NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS SUPPLEMENTAL
                      INTEREST TRUST TRUSTEE WITH RESPECT TO THE SUPPLEMENTAL INTEREST
                      TRUST
                      RELATING TO THE
                      FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED CERTIFICATES,
                      SERIES 2006-FF8

                  


          

           

          have
            entered and/or anticipate entering into one or more transactions (each
            a
“Transaction”) that are or will be governed by this Master Agreement, which
            includes the schedule (the “Schedule”), and the documents and other confirming
            evidence (each a “Confirmation”) exchanged between the parties confirming those
            Transactions.

           

          Accordingly,
            the parties agree as follows:3⁄4

           

          
            	1.	
                    Interpretation

                  


          

           

          
            	(a)	
                    Definitions.
                      The terms defined in Section 14 and in the Schedule will have
                      the meanings
                      therein specified for the purpose of this Master Agreement.
                      

                  


          

           

          
            	(b)	
                    Inconsistency. 
                      In
                      the event of any inconsistency between the provisions of the
                      Schedule and
                      the other provisions of this Master Agreement, the Schedule
                      will prevail.
                      In the event of any inconsistency between the provisions of
                      any
                      Confirmation and this Master Agreement (including the Schedule),
                      such
                      Confirmation will prevail for the purposes of the relevant
                      Transaction.

                  


          

           

          
            	(c)	
                    Single
                      Agreement.
                      All Transactions are entered into in reliance on the fact that
                      this Master
                      Agreement and all Confirmations form a single agreement between
                      the
                      parties (collectively referred to as this “Agreement”), and the parties
                      would not otherwise enter into any
                      Transactions.

                  


          

           

          
            	2.	
                    Obligations

                  


          

           

          
            	(a)	
                    General
                      Conditions.

                  


          

           

          (i)
            Each
            party will make each payment or delivery specified in each Confirmation
            to be
            made by it, subject to the other provisions of this Agreement.

           

          (ii)
            Payments under this Agreement will be made on the due date for value
            on that
            date in the place of the account specified in the relevant Confirmation
            or
            otherwise pursuant to this Agreement, in freely transferable funds and
            in
            the manner customary for
            payments in the required currency.
            Where settlement is by delivery (that is, other than by payment), such
            delivery
            will be made for receipt on the due date in the manner customary for
            the
            relevant obligation unless otherwise specified in the relevant Confirmation
            or
            elsewhere in this Agreement.

           

          (iii)
            Each obligation of each party under Section 2(a)(i) is subject to (1)
            the
            condition precedent that no Event of Default or Potential Event of Default
            with
            respect to the other party has occurred and is continuing, (2) the condition
            precedent that no Early Termination Date in respect of the relevant Transaction
            has occurred or been effectively designated and (3) each other applicable
            condition precedent specified in this Agreement.


          value
            of
            that which was (or would have been) required to be delivered as of the
            originally scheduled date for delivery, in each case together with (to
            the
            extent permitted under applicable law) interest, in the currency of such
            amounts, from (and including) the date
            such
            amounts or obligations were or
            would
            have been
            required to have been paid or performed to (but excluding) such
            Early Termination Date, at the Applicable Rate. Such amounts of interest
            will be
            calculated on the basis of daily compounding and the actual number of
            days
            elapsed. The fair market value of any obligation referred to in clause
            (b) above
            shall be reasonably determined by the party obliged to make the determination
            under Section 6(e) or, if each party is so obliged, it shall be the average
            of
            the Termination Currency Equivalents of the fair market values reasonably
            determined by both parties.

           

          IN
            WITNESS WHEREOF the parties have executed this document on the respective
            dates
            specified below with effect from the date specified on the first page
            of this
            document.

           

          
            	
                    LEHMAN
                      BROTHERS 

                    SPECIAL
                      FINANCING INC.

                  	 	
                    DEUTSCHE
                      BANK NATIONAL TRUST COMPANY, NOT
                      IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
                      SUPPLEMENTAL INTEREST TRUST TRUSTEE WITH RESPECT TO THE SUPPLEMENTAL
                      INTEREST TRUST RELATING
                      TO
                      THE FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED
                      CERTIFICATES, SERIES 2006-FF8

                  
	
                    (Name
                      of Party)

                  	 	
                    (Name
                      of Party)

                  
	
                     

                     

                     

                  	 	 
	 	 	 
	
                    Name:

                  	 	
                    Name:

                  
	
                    Title:

                  	 	
                    Title:

                  
	
                    Date:

                  	 	
                    Date:

                  


          

           

          Copyright
ã
            1992 by
            International Swap Dealers Association, Inc.


          
            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

           

          Revised
            3/7/02 

          (Multicurrency-Cross
            Border)

          


          SCHEDULE

          to
            the

          Master
            Agreement

          dated
            as
            of June 29, 2006

          between
            

          LEHMAN
            BROTHERS SPECIAL FINANCING INC.
            (“Party
            A”), 

          a
            corporation organized under the laws of 

          the
            State
            of Delaware 

          and

          DEUTSCHE
            BANK NATIONAL TRUST COMPANY, NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY
            AS
            SUPPLEMENTAL INTEREST TRUST TRUSTEE WITH RESPECT TO THE SUPPLEMENTAL
            INTEREST
            TRUST RELATING TO THE FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET
            BACKED
            CERTIFICATES, SERIES 2006-FF8
            (“Party
            B”)

          


          All
            terms used herein and not otherwise defined are given their meaning in
            the
            Pooling and Servicing Agreement dated as of June 1, 2006 First Asset
            Securities
            Corp. as Depositor, National City Home Loan Services, Inc. as Servicer
            and
            Deutsche Bank National Trust Company as Trustee (the “Pooling and Servicing
            Agreement”).

           

           

          
            Part
              1: Termination Provisions

            


            In
              this
              Agreement:-

            


            
              	
                      (a)

                    	
                      “Specified
                        Entity”
                        means in relation to Party A for the purpose
                        of:-

                    


            

             

            

              
                	 	
                        Section
                          5(a)(v),

                      	 	
                        Not
                          applicable.

                      
	 	
                        Section
                          5(a)(vi),

                      	 	
                        Not
                          applicable.

                      
	 	
                        Section
                          5(a)(vii),

                      	 	
                        Not
                          applicable.

                      
	 	
                        Section
                          5(b)(iv),

                      	 	
                        Not
                          applicable.

                      
	 	 	 	 
	
                         

                      	
                         

                      	
                        and
                          in relation to Party B for the purpose of:-  

                      
	 	 	 	 
	 	
                        Section
                          5(a)(v),

                      	 	
                        Not
                          applicable.

                      
	 	
                        Section
                          5(a)(vi),

                      	 	
                        Not
                          applicable.

                      
	 	
                        Section
                          5(a)(vii),

                      	 	
                        Not
                          applicable.

                      
	 	
                        Section
                          5(b)(iv),

                      	 	
                        Not
                          applicable.

                      


              

            

             

            
              	
                      (b)

                    	
                      “Specified
                        Transaction”
                        will have the meaning specified in Section
                        14
                        of
                        this Agreement. 

                    


            

            


            
              	
                      (c)
                        

                    	
                      Events
                        of Default:

                    


            

            


            (i)     The
              “Breach
              of Agreement”
              provisions of Section 5(a)(ii) will apply to Party A and will not apply
              to Party
              B.

            


            (ii)             
              The
              “Credit
              Support Default”
              provisions of Section 5(a)(iii) will apply to Party A and will not
              apply to
              Party B. 

            


            (iii)            
              The
              “Misrepresentation”
              provisions of Section 5(a)(iv) will not apply to Party A and will not
              apply to
              Party B.

            


            (iv)            
              The
              “Default
              under Specified Transaction”
              provisions of Section 5(a)(v) will not apply to Party A and will not
              apply to
              Party B.

            


            (v)             
              “Cross
              Default”
              provisions of Section
              5(a)(vi)
              will not
              apply to Party A and will not apply to Party B.

            


            (vi)            
              Clause
              (2) of the “Bankruptcy”
              provisions of Section 5(a)(vii) will not apply to Party B with respect
              to its
              inability to pay its subordinated debt.

            


            
              	
                      (d)

                    	
                      Termination
                        Events:

                    


            

            


            (i)              
              The
              “Credit
              Event Upon Merger”
              provisions of Section
              5(b)(iv)
              will not
              apply to Party A and will not apply to Party B.

            


            
              	
                      (e)

                    	
                      The
                        “Automatic
                        Early Termination”
                        provision of Section
                        6(a)
                        will not apply to Party A and will not apply to Party
                        B.

                    


            

            


            
              	
                      (f) 

                    	
                      Payments
                        on Early Termination.
                        For the purpose of Section
                        6(e)
                        of
                        this Agreement, Market Quotation and Second Method will apply.
                        

                    


              	 	 


              	(g) 	
                      “Termination
                        Currency”
                        means USD.

                    


            

             

            
              	
                      (h)

                    	
                      Additional
                        Termination Events
                        will apply. Each of the following shall constitute an Additional
                        Termination Event:

                    


            

            
(A)
              Payment
              of Notes prior to Termination Date.
              

          

          


          (i)
            If,
            at any time, the Terminator (as defined in the Pooling and Servicing
            Agreement)
            purchases the Mortgage Loans pursuant to Section 10.01 of the Pooling
            and
            Servicing Agreement, then an Additional Termination Event shall have
            occurred
            with respect to Party B with Party B as the sole Affected Party with
            respect to
            such Additional Termination Event. Notwithstanding the provisions of
            section
            6(b)(iv) of this Agreement, either Party A or Party B may designate an
            Early
            Termination Date in respect of this Additional Termination Event;
            provided,
            further,
            that such Early Termination Date shall not be prior to the final Distribution
            Date.

          


          (ii)
            If
            the Trustee is unable to pay to its Class A Certificates or fails or
            admits in
            writing its inability to pay its Class A Certificates (a) on any related
            Monthly
            Interest Distributable Amount or (b) with respect to any amount in respect
            of
            principal required to be paid pursuant to the terms of the Pooling and
            Servicing
            Agreement, then an Additional Termination Event shall have occurred with
            respect
            to Party B with Party B as the sole Affected Party with respect to such
            Additional Termination Event.

           

          (B) Approved
            Ratings Threshold.
            Upon
            the
            occurrence of a Collateralization Event (as defined below) if Party A
            has not,
            within 30 days after such ratings downgrade (unless, within 30 days after
            such
            downgrade, each such Rating Agency has reconfirmed the rating of the
            Certificates and any notes backed by the Certificates (the “Notes”) which was in
            effect immediately prior to such downgrade without regard to any financial
            guarantee insurance policy, if applicable, unless the rating of the Certificates
            and any Notes was changed due to a circumstance other than the downgrading
            of
            Party A's (or its Credit Support Providers’ rating), complied with one of the
            four solutions listed below, then an Additional Termination Event shall
            have
            occurred with respect to Party A and Party A shall be the sole Affected
            Party
            with respect to such Additional Termination Event. 

          


          In
            the
            event that (A) either (i) the unsecured, long-term senior debt obligations
            of
            Party A (or its Credit Support Provider) are rated below “A1” by Moody's or are
            rated “A1” by Moody's and such rating is on watch for possible downgrade (but
            only for so long as it is on watch for possible downgrade) or (ii) the
            unsecured, short-term debt obligations of Party A (or its Credit Support
            Provider) are rated below “P-1” by Moody's or are rated “P-1” by Moody's and
            such rating is on watch for possible downgrade (but only for so long
            as it is on
            watch for possible downgrade), (B) no short-term rating is available
            from
            Moody’s and the unsecured, long-term senior debt obligations of Party A (or
            its
            Credit Support Provider) are rated below "Aa3" by Moody's or are rated
“Aa3” by
            Moody's and such rating is on watch for possible downgrade (but only
            for so long
            as it is on watch for possible downgrade), or (C) either (i) the unsecured,
            short-term debt obligations of Party A (or its Credit Support Provider)
            are
            rated below “A-1” by S&P or (ii) if Party A (or its Credit Support Provider)
            does not have a short-term rating from S&P, the unsecured, long-term senior
            debt obligations of Party A (or its Credit Support Provider) are rated
            below
“A+” by S&P (such event a “Collateralization Event”), then, Party A, at its
            own cost and subject to Rating Agency Condition (other than with respect
            to
            sub-clause (iii) below), shall within 30 days either (i) cause another
            entity to
            replace Party A as party to this Agreement that satisfies the Swap Counterparty
            Ratings Requirement and that is approved by the Trustee (which approval
            shall
            not be unreasonably withheld) on terms substantially similar to this
            Agreement;
            (ii) obtain a guaranty of, or a contingent agreement of another person
            that
            satisfies the Swap Counterparty Ratings Requirement),
            to
            honor Party A's obligations under this Agreement, provided that such
            other
            person is approved by the Trustee such approval not to be unreasonably
            withheld;
            (iii) post collateral in accordance with the Credit Support Annex attached
            hereto; or (iv) establish any other arrangement satisfactory to the applicable
            Rating Agency which will be sufficient to restore the immediately prior
            ratings
            of the Certificates and any Notes without regard to any financial guarantee
            policy, if applicable, that satisfies the Swap Counterparty Ratings
            Requirements. If
            Party A posts collateral in any circumstance described in this paragraph,
            and if
            required at the time by S&P or necessary to satisfy the Rating Agency
            Condition, concurrently with such delivery of Eligible Collateral, Party
            A shall
            cause its outside counsel to deliver to Party B an opinion in form and
            substance
            acceptable to S&P, as to the enforceability, perfection and priority of
            Party B’s security interest in such Eligible Collateral in all relevant
            jurisdictions (i.e., that, notwithstanding Party A’s insolvency, the collateral
            will be available to meet swap obligations free from any preference claim
            or
            moratorium). All collateral posted by Party A shall be returned to Party
            A
            immediately upon Party A securing a substitute counterparty that satisfies
            the
            Swap Counterparty Ratings Requirements. 

          


          “Swap
            Counterparty Ratings Requirement"
            shall mean (a) either (i) the unsecured, short-term debt obligations
            of the
            substitute counterparty (or its Credit Support Provider) are rated at
            least
            "A-1" by S&P or (ii) if the substitute counterparty does not have a
            short-term rating from S&P, the unsecured, long-term senior debt obligations
            of the substitute counterparty (or its Credit Support Provider) are rated
            at
            least "A+" by S&P, and (b) either (i) the unsecured, long-term senior debt
            obligations of such substitute counterparty (or its Credit Support Provider)
            are
            rated at least "A1" by Moody's (and if rated "A1" by Moody's, such rating
            is not
            on watch for possible downgrade) and the unsecured, short-term debt obligations
            of such substitute counterparty (or its Credit Support Provider) are
            rated at
            least "P-1" by Moody's (and if rated "P-1" by Moody's, such rating is
            not on
            watch for possible downgrade and remaining on watch for possible downgrade),
            or
            (ii) if such substitute counterparty (or its Credit Support Provider)
            does not
            have a short-term debt rating from Moody's, the unsecured, long-term
            senior debt
            obligations of such substitute counterparty (or its Credit Support Provider)
            are
            rated at least "Aa3" by Moody's (and if rated "Aa3" by Moody's, such
            rating is
            not on watch for possible downgrade).

           

          (C)
            Ratings
            Event.
            Upon the
            occurrence of a Ratings Event (as defined below) Party A has not, within
            10 days
            after such rating withdrawal or downgrade (unless, within 10 days after
            such
            withdrawal or downgrade, each such Rating Agency has reconfirmed the
            rating of
            the Certificates and any Notes which was in effect immediately prior
            to such
            withdrawal or downgrade without regards to any financial guarantee insurance
            policy, if applicable unless the rating of the Certificates and the Notes
            was
            changed due to a circumstance other than the withdrawal or downgrading
            of Party
            A's (or its Credit Support Provider’s) rating), complied with one of the
            solutions listed below, then an Additional Termination Event shall have
            occurred
            with respect to Party A and Party A shall be the sole Affected Party
            with
            respect to such Additional Termination Event.

          


          It
            shall
            be a ratings event (“Ratings Event”) if at any time after the date hereof Party
            A shall fail to satisfy the Swap Counterparty Ratings Threshold. “Swap
            Counterparty Ratings Threshold” shall mean that both (A) the unsecured,
            long-term senior debt obligations of Party A (or its Credit Support Provider)
            are rated at least “BBB-” by S&P, and (B) either (i) the unsecured,
            long-term senior debt obligations of Party A (or its Credit Support Provider)
            are rated at least “A2" by Moody’s (including if such rating is on watch for
            possible downgrade) and the unsecured, short-term debt obligations of
            Party A
            (or its Credit Support Provider) are rated at least “P-1” by Moody’s (including
            if such rating is on watch for possible downgrade) or (ii) if Party A
            (or its
            Credit Support Provider) does not have a short-term rating from Moody’s, the
            unsecured, long-term senior debt obligations of Party A (or its Credit
            Support
            Provider) are rated at least “A1” by Moody’s (including if such rating is on
            watch for possible downgrade).

          


          Following
            a Ratings Event, Party A shall take the following actions at
            its own expense and subject to the Rating Agency Condition (other than
            with
            respect to sub-clause (A) hereafter), (A) immediately post collateral
            in
            accordance with the Credit Support Annex attached hereto (until such
            time as it
            has secured a substitute counterparty or a guarantor that satisfies the
            Swap
            Counterparty Ratings Requirement), and (B) not later than 10 days after
            the
            occurrence of such a downgrade or withdrawal by S&P
            or Moody’s,
            either (I) assign all of its rights and obligations under the Transactions
            to a
            counterparty that satisfies the Swap Counterparty Ratings Requirement
            or whose
            guarantor satisfies the Swap Counterparty Ratings Requirement pursuant
            to
            documentation substantially similar to the documentation then in place
            and
            subject to prior notification to the Rating Agencies, or (II) provide
            a guaranty
            from a guarantor that satisfies the Swap Counterparty Ratings Requirement
            pursuant to documentation substantially similar to the documentation
            then in
            place and subject to prior notification to the Rating Agencies.

          


          The
            occurrence of the Additional Termination Event described in Part 1(h)(A)
            and (B)
            shall have no effect on Party A’s obligation to undertake the steps set forth
            hereunder in the event Party B does not exercise its right to terminate
            hereunder. Notwithstanding the foregoing, in the event that S&P
            has other published criteria with respect to the downgrade of a counterparty
            in
            effect at the time of such a downgrade of Party A, Party A shall be entitled
            to
            elect to take such other measures specified in such published criteria
            subject
            to the satisfaction of the Rating Agency Condition.

           

          (D)
            Amendment or Supplement
            to Pooling and Servicing Agreements without Party
            A’s
            Prior Written Consent.
            Party B
            enters into an amendment or supplement to the Pooling and Servicing Agreement
            or
            other modification to the Pooling and Servicing Agreement that could
            reasonably
            be expected to have a material adverse effect on Party A without prior
            notice to Party A and the prior written consent of Party A
            (such
            consent not to be unreasonably withheld or delayed). For
            the
            purpose of the foregoing Additional Termination Event, Party B shall
            be the sole
            Affected Party. 

           

          (E)
            Return
            of Collateral.
            Party B
            or its Custodian fails to transfer any Return Amount pursuant to the
            terms of
            the Credit Support Annex following any applicable notice, cure and grace
            periods
            provided for thereunder. For the purpose of the foregoing Termination
            Event,
            Party B shall be the sole Affected Party.

          


          


          Part
            2: Tax Representations

          


          
            	
                    (a)

                  	
                    Payer
                      Tax Representations.
                      For the purpose of Section
                      3(e)
                      of
                      this Agreement, Party A and Party B will each make the following
                      representation:

                  


          

          


          It
            is not
            required by any applicable law, as modified by the practice of any relevant
            governmental revenue authority, of any Relevant Jurisdiction to make
            any
            deduction or withholding for or on account of any Tax from any payment
            (other
            than interest under Sections
            2(e),
            6(d)(ii)
            or
6(e)
            of this
            Agreement) to be made by it to the other party under this Agreement.
            In making
            this representation, it may rely on (i) the accuracy of any representation
            made
            by the other party pursuant to Section
            3(f)
            of this
            Agreement, (ii) the satisfaction(s) of the agreement of the other party
            contained in Section
            4(a)(i)
            or
4(a)(iii)
            of this
            Agreement and the accuracy and effectiveness of any document provided
            by the
            other party pursuant to Section
            4(a)(i)
            or
4(a)(iii)
            of this
            Agreement; and (iii) the satisfaction of the agreement of the other party
            contained in Section
            4(d)
            of this
            Agreement, provided that it shall not be a breach of this representation
            where
            reliance is placed on clause (ii) and the other party does not deliver
            a form or
            document under Section
            4(a)(iii)
            of this
            Agreement by reason of material prejudice to its legal or commercial
            position.

           

          
            	(b)	
                    Payee
                      Tax Representations.
                      

                  


          

          


          For
            the
            purpose of Section
            3(f)
            of this
            Agreement, Party A represents that it is a corporation duly organized
            and
            validly existing under the laws of the State of Delaware and Party B
            represents
            that it is a
“United
            States person” as such term is defined in Section 7701(a)(30) of the Internal
            Revenue Code of 1986, as amended. 

          


          
            	(c)	
                    Tax
                      Representations in Confirmations. For
                      purposes of Sections
                      2(d)(i)(4)
                      and 3(f),
                      any payee tax representation specified in a Confirmation under
                      this
                      Agreement shall be deemed to be specified in this
                      Schedule.

                  


          

           

          
            	
                    (d)

                  	
                    Deduction
                      or Withholding for Tax.
                      The provisions of Section 2(d)(i)(4) and 2(d)(ii) will not
                      apply to Party
                      B and Party B shall not be required to pay any additional amounts
                      referred
                      to therein.

                  


          

          


           

          Part
            3: Agreement to Deliver Documents

          


          For
            the
            purpose of Sections
            4(a)(i)
            and
            (ii)
            of this
            Agreement, each party agrees to deliver the following documents, as
            applicable:-

          


          
            	(a)	
                    Tax
                      forms, documents or certificates to be delivered
                      are:-

                  


          

          


          
            	
                    Party
                      required to

                    deliver
                      document

                  	
                    Form/Document/

                    Certificate

                  	
                    Date
                      by which 

                    to
                      be Delivered

                  
	
                     

                    Party
                      A and Party B

                  	
                     

                    Forms
                      and/or documents described in Section
                      4(a)(iii)
                      of
                      the Agreement.

                  	
                     

                    Upon
                      reasonable demand by the other
                      party.

                  


          

          


          
            	(b)	
                    Other
                      documents to be delivered are:-

                  


          

          


          
            	
                    Party
                      required to 

                    deliver
                      document

                  	
                    Form/Document/

                    Certificate

                  	
                    Date
                      by which 

                    to
                      be Delivered

                  	
                    Covered
                      by

                    Section
                      3(d)

                  
	 	 	 	 
	
                    Party
                      A and Party B

                  	
                    For
                      each party, an incumbency certificate with respect to each
                      signatory to
                      this Agreement and the Credit Support Documents.

                  	
                    Upon
                      execution of this Agreement.

                  	
                    Yes

                  
	 	 	 	 
	
                    Party
                      A 

                  	
                    A
                      copy of the annual report of its Credit Support Provider containing
                      audited consolidated financial statements for such fiscal year
                      certified
                      by independent public accountants and prepared in accordance
                      with
                      generally accepted accounting principles consistently
                      applied.

                  	
                    Upon
                      request.

                  	
                    Yes

                  
	 	 	 	 
	
                    Party
                      A 

                  	
                    For
                      its most recent fiscal quarter, a copy of the unaudited financial
                      statements of its Credit Support Provider, prepared in accordance
                      with
                      generally accepted accounting principles consistently
                      applied.

                  	
                    Upon
                      request.

                  	
                    Yes

                  
	 	 	 	 
	
                    Party
                      A and Party B

                  	
                    (i)
                      In the case of Party A, a copy of the resolutions or other
                      action of the
                      board of directors of each of Party A and its Credit Support
                      Provider and
                      (ii) in the case of Party B, (x) Evidence of authority of Party
                      B or its
                      Credit Support Provider, the Pooling and Servicing Agreement
                      or other
                      document of Party B, pursuant to which Party B is authorized
                      to enter into
                      this Agreement, each Credit Support Document to which it is
                      a party, and
                      each Transaction from time to time entered into hereunder (the
                      “Authorizing Resolution”). 

                  	
                    Upon
                      execution of this Agreement.

                  	
                    Yes

                  
	 	 	 	 
	
                    Party
                      A

                  	
                    A
                      guarantee of Lehman Brothers Holdings Inc. (“Holdings”) substantially in
                      the form of Exhibit
                      A
                      to
                      this Schedule.

                  	
                    Upon
                      execution of this Agreement

                  	
                    No

                  
	 	 	 	 
	
                    Party
                      B

                  	
                    An
                      opinion of counsel to Party B substantially in the form of
Exhibit
                      B
                      to
                      this Schedule. 

                  	
                    Upon
                      execution of this Agreement

                  	
                    No

                  
	 	 	 	 
	
                    Party
                      A

                  	
                    An
                      opinion of counsel to Party A substantially in the form of
Exhibit
                      C
                      to
                      this Schedule. 

                  	
                    Upon
                      execution of this Agreement

                  	
                    No

                  
	 	 	 	 
	
                    Party
                      B

                  	
                    Filings
                      of Reports by Trustee

                  	
                    In
                      accordance with Pooling and Servicing Agreement.

                  	
                    Yes

                  


          

          


          


          Part
            4: Miscellaneous

           

          
             

            
              
                	(a)	
                        Addresses
                          for Notices.
                          For the purpose of Section
                          12(a)
                          of this Agreement:-

                      	 
	 	 	 
	 	Address
                        for
                        notices or communications to Party A:-	 
	 	 	 	 
	 	
                        Address:

                      	
                        Lehman
                          Brothers Special Financing Inc.

                      	 
	 	
                         

                      	
                        c/o
                          Lehman Brothers Inc. 

                      	 
	 	
                         

                      	
                        Corporate
                          Advisory Division

                      	 
	 	
                         

                      	
                        Transaction
                          Management Group

                      	 
	 	 	
                        745
                          Seventh Avenue

                      	 
	 	 	
                        New
                          York, New York 10019

                      	 
	 	 	 	 
	 	
                        Attention:

                      	
                        Documentation
                          Manager

                      	 
	 	
                        Telephone
                          No.:

                      	
                        (212)
                          526-7187

                      	 
	 	
                        Facsimile
                          No.:

                      	
                        (212)
                          526-7672

                      	 
	 	 	
                        For
                          all purposes.

                      	
                         

                      
	 	 	 	 
	 	
                        Address
                          for notices or communications to Party B:-

                      	 
	 	 	 	 
	 	
                        Address:

                      	
                        Deutsche
                          Bank National Trust Company

                      	
                         

                      
	 	
                         

                      	
                        1761
                          East Saint Andrew Place

                      	 
	 	
                         

                      	
                        Santa
                          Ana, CA 92705

                      	 
	 	 	 	 
	 	
                        Attention:

                      	
                        First
                          Franklin 2006-FF8 Cap reference: GC06Z

                      	 
	 	
                        Telephone
                          No.:

                      	
                        (714)
                          247-6000

                      	 
	 	
                        Facsimile
                          No.:

                      	
                        (714)
                          244-6285

                      	 
	 	 	 	 
	 	
                         

                      	
                        For
                          all purposes.

                      	 


              

            

             

            

              
                	
                        (b)

                      	
                        Process
                          Agent.
                          For the purpose of Section
                          13(c)
                          of this Agreement:-

                      
	 	 
	 	
                        Party
                          A appoints as its Process Agent: Not applicable.

                      
	 	
                        Party
                          B appoints as its Process Agent: Not applicable.

                      
	 	 
	
                        (c)

                      	
                        Offices.
                          The provisions of Section
                          10(a)
                          will apply to this Agreement.

                      
	 	 
	
                        (d)

                      	
                        Multibranch
                          Party.
                          For the purpose of Section
                          10(c)
                          of
                          this Agreement:-

                      
	 	 
	 	
                        Party
                          A is not a Multibranch Party.

                      
	 	
                        Party
                          B is not a Multibranch Party.

                      
	 	 
	
                        (e)

                      	
                        Calculation
                          Agent.
                          The Calculation Agent is Party A.

                      
	 	 
	
                        (f)

                      	
                        Credit
                          Support Document. 

                      
	 	 
	 	
                        In
                          the case of Party A: (1) A guarantee of Party A's obligations
                          hereunder
                          substantially in the form annexed hereto as Exhibit
                          A
                          to
                          this Schedule. (2) The Credit Support Annex which supplements,
                          forms part
                          of, and is subject to this Agreement.

                      
	 	 
	 	
                        In
                          the case of Party B: the Pooling and Servicing Agreement.
                          

                      
	 	 
	
                        (g)

                      	
                        Credit
                          Support Provider. 

                      
	 	 
	 	
                        Credit
                          Support Provider means in relation to Party A: Lehman Brothers
                          Holdings
                          Inc.

                      
	 	 
	 	
                        Credit
                          Support Provider means in relation to Party B: None.

                      
	 	 
	
                        (h)

                      	
                        Governing
                          Law. This
                          Agreement will be governed by and construed in accordance
                          with the laws of
                          the State of New York (without reference to choice of law
                          doctrine other
                          than Sections 5-1401 and 5-1402 of the New York General
                          Obligations
                          Law).

                      
	 	 
	
                        (i)

                      	
                        Jurisdiction. Section
                          13(b)
                          is
                          hereby amended by: (i) deleting in the second line of subparagraph
                          (i)
                          thereof the word “non-”; and (ii) deleting the final paragraph
                          thereof.

                      
	 	 
	
                        (j)

                      	
                        Netting
                          of Payments. Subparagraph
                          (ii)
                          of
                          Section
                          2(c)
                          of
                          this Agreement will apply.

                      
	 	 
	
                        (k)

                      	
                        “Affiliate”
                          will
                          have the meaning specified in Section
                          14
                          of
                          this Agreement, except that Party B shall be deemed to
                          have no Affliates
                          and; provided,
                          however,
                          that with respect to Party A, such definition shall be
                          understood to
                          exclude Lehman Brothers Derivative Products Inc. and Lehman
                          Brothers
                          Financial Products Inc.

                      


              

            

             

            Part
              5: Other Provisions

          

          


          
            	
                     (a)

                  	
                    Accuracy
                      of Specified Information. Section
                      3(d)
                      is
                      hereby amended by inserting in the third line thereof after
                      the words “in
                      every material respect” and before the period the phrase “or, in the case
                      of audited or unaudited financial statements, a fair presentation,
                      in all
                      material respects, of the financial condition of the relevant
                      person.”

                  


          

          


          
            	
                    (b)

                  	
                    No
                      Violation or Conflict Representation. Section
                      3(a)(iii)
                      is
                      hereby amended by inserting in the second line thereof after
                      the words
                      “constitutional documents” and before the words “, any order or judgment”
                      the phrase “(including, but not limited to, the Pooling and Servicing
                      Agreement, as amended, and any and all resolutions, investment
                      policies,
                      guidelines, procedures or restrictions).”; provided,
                      such amendment shall be applicable only with respect to the
                      Representations of Party B.

                  


          

          


          
            	
                    (c)

                  	
                    Representations. Section
                      3
                      is
                      hereby amended by adding the following subsections after subsection
                      (f)
                      thereof:

                  


          

          


          
            	 	
                    (g)

                  	
                    No
                      Agency. It
                      is entering into this Agreement, any Credit Support Document
                      to which it
                      is a party, and each Transaction, and any other documentation
                      relating to
                      this Agreement or any Transaction, as principal (and not as
                      agent or in
                      any other capacity, fiduciary or
                      otherwise).

                  


          

          


          
            	 	
                    (h)

                  	
                    Eligible
                      Contract Participant.
                      It
                      is an “eligible contract participant” within the meaning of Section 1a(12)
                      of the Commodity Exchange Act, as
                      amended.

                  


          

          


          
            	 	
                    (i)

                  	
                    Non-Reliance.
                      It
                      is acting for its own account, and it has made its own independent
                      decisions to enter into each Transaction and as to whether
                      that
                      Transaction is appropriate or proper for it based upon its
                      own judgment
                      and upon advice from such advisers as it has deemed necessary.
                      It is not
                      relying on any communication (written or oral) of the other
                      party as
                      investment advice or as a recommendation to enter into that
                      Transaction;
                      it being understood that information and explanations related
                      to the terms
                      and conditions of a Transaction shall not be considered investment
                      advice
                      or a recommendation to enter into that Transaction. No communication
                      (written or oral) received from the other party shall be deemed
                      to be an
                      assurance or guarantee as to the expected results of that
                      Transaction.

                  


          

          


          
            	 	
                    (j)

                  	
                    Assessment
                      and Understanding.
                      It
                      is capable of assessing the merits of and understanding (on
                      its own behalf
                      or through independent professional advice), and understands
                      and accepts,
                      the terms, conditions and risks of that Transaction. It is
                      also capable of
                      assuming, and assumes, the risks of that
                      Transaction.

                  


          

          


          
            	 	
                    (k)

                  	
                    Status
                      of Parties.
                      The other party is not acting as a fiduciary for or an adviser
                      to it in
                      respect of that Transaction.

                  


          

           

          
            
              	(d)	
                      Third-Party
                        Beneficiary.
                        Party B agrees with Party A that Party A shall be an express
                        third-party
                        beneficiary of the Pooling and Servicing Agreement. 

                    


            

          

          


          
            	
                    (e)

                  	
                    Set-off.
                      Notwithstanding any provision of this Agreement or any other
                      existing or
                      future agreements, each of Party A and Party B irrevocably
                      waives as to
                      itself any and all contractual rights it may have to set-off,
                      net, recoup
                      or otherwise withhold or suspend or condition its payment or
                      performance
                      of any obligation to the other party under this Agreement against
                      any
                      obligation of one party hereto to the other party hereto arising
                      outside
                      of this Agreement (which Agreement includes, without limitation,
                      the
                      Master Agreement to which this Schedule is attached, this Schedule,
                      the
                      Confirmations and any Credit Support Document). For the avoidance
                      of
                      doubt, this provision shall not cause Party A or Party B to
                      waive any
                      right it may have to net payments in respect of the same transaction.
                      The
                      provisions for Set-Off set forth in Section 6(e) shall not
                      apply.

                  


          

          


          
            	
                    (f)

                  	
                    Transfer
                      and Assignment.
                      Notwithstanding anything to the contrary in Section
                      7
                      of
                      the Agreement, Party A may assign its rights and obligations
                      under the
                      Agreement, in whole or in part, to any Affiliate of Holdings
                      (an
                      “Assignee”) effective upon delivery to Party B of the guarantee by
                      Holdings, in favor of Party B, of the obligations of such Affiliate,
                      such
                      guarantee to be substantially the same as the guarantee then
                      in effect of
                      the obligations of the transferor,. Party A will provide prior
                      written
                      notice to each Rating Agency of any such assignment.
                      

                  


          

          


          Any
            transfer pursuant to the foregoing or Section 7 of this Agreement shall
            meet the
            following requirements:

          


          1.
            No
            Event of Default or Termination Event (including, for the avoidance of
            doubt, an
            Additional Termination Event) would occur as a result of such
            transfer;

          


          2.
            Party
            A delivers to Party B both (a) an executed acceptance and assumption
            by the
            Assignee of this Agreement and all Transactions (the “Transferred Obligations”)
            and (b) an executed guarantee from Party A’s Credit Support Provider on behalf
            of the Assignee, with respect to the Transferred Obligations, substantially
            and
            in all material respects in the form of the guaranty provided hereunder;
            and

          


          3.
            As a
            result of the Transfer, on the next scheduled payment date Party B is
            not
            required to make payments (tax or otherwise) that are more than or receive
            payments (tax or otherwise) that are less than the payments that Party
            B would
            be required to make or receive under the Transactions or the Agreement
            had the
            transfer not occurred. 

          


          On
            the
            effective date of such transfer, (1) Party A shall be released from all
            obligations and liabilities arising under the Transferred Obligations;
            (2) the
            Assignee shall assume all obligations and liabilities under the Transferred
            Obligations; and (3) the Transferred Obligations shall cease to be
            Transaction(s) under this Agreement and shall be deemed to be Transaction(s)
            under the ISDA Master Agreement between Assignee and Party B.

           

          
            	
                    (g)

                  	
                    Notices.
                      For the purposes of subsections (iii)
                      and (v)
                      of Section
                      12(a),
                      the date of receipt shall be presumed to be the date sent if
                      sent on a
                      Local Business Day or, if not sent on a Local Business Day,
                      the date of
                      receipt shall be presumed to be the first Local Business Day
                      following the
                      date sent.

                  


          

          


          
            	
                    (h)

                  	
                    Service
                      of Process.
                      The third sentence of Section
                      13(c)
                      shall be amended by adding the following language at the end
                      thereof: "if
                      permitted in the jurisdiction where the proceedings are initiated
                      and in
                      the jurisdiction where service is to be
                      made."

                  


          

          


          
            	
                    (i)

                  	
                    Amendments. Section
                      9(b)
                      is
                      hereby amended by adding at the end thereof the sentence: “In addition,
                      any amendment or modification of this Agreement shall be subject
                      to the
                      Rating Agency Condition.”

                  


          

          


          
            	
                    (j)

                  	
                    Amendments
                      to Pooling and Servicing Agreement.
                      Party B will provide Party A with at least ten (10) days prior
                      written
                      notice of and obtain Party A’s prior written consent to any proposed
                      amendment, supplement or modification to its Pooling and Servicing
                      Agreement that could have a material, adverse effect on Party
                      A or that
                      could otherwise give Party A the right to terminate any Transactions
                      pursuant to the provisions of Part 1(i)(D) above.
                      

                  


          

          


          
            	
                    (k)

                  	
                    No
                      Bankruptcy Petition.
                      Party A agrees that it will not, for a period of one year (or
                      if longer,
                      the applicable preference period) and one day, after the payment
                      in full
                      of the Certificates and any Notes , acquiesce, petition, invoke
                      or
                      otherwise cause Party B, the Supplemental Interest Trust, the
                      Cap Trust,
                      or the Trust created pursuant to the Pooling and Servicing
                      Agreement to
                      invoke the process of any governmental authority for the purpose
                      of
                      commencing or sustaining a case (whether voluntary or involuntary)
                      against
                      Party B under any bankruptcy, insolvency or similar law or
                      appointing a
                      receiver, liquidator, assignee, trustee, custodian, sequestrator
                      or other
                      similar official of Party B or any substantial part of its
                      property or
                      ordering the winding-up or liquidation of the affairs of Party
                      B;
                      provided,
                      that this provision shall not restrict or prohibit Party A
                      from joining
                      any other person, including, without limitation, the Trustee,
                      in any
                      bankruptcy, reorganization, arrangement, insolvency, moratorium
                      or
                      liquidation proceedings already commenced or other analogous
                      proceedings
                      already commenced under applicable law. This provision will
                      survive the
                      termination of the Agreement

                  


          

          


          
            	
                    (l)

                  	
                    Additional
                      Definitions. Section
                      14
                      is
                      hereby amended by adding the following definitions in their
                      appropriate
                      alphabetical order:

                  


          

          


          “DBRS”
means
            Dominion Bond Rating Service Limited

          


          “Moody’s”
means
            Moody’s Investor Services, Inc.

          


          “Rating
            Agencies”
means
            DBRS, Moody’s, S&P, and any other rating agency providing a rating of any
            Certificates or Notes.

          


          “Rating
            Agency Condition”
means,
            with respect to any particular proposed act or omission to act hereunder,
            that
            the party acting or failing to act has consulted with each Rating Agency
            and has
            received from each Rating Agency a written confirmation that the proposed
            action
            or inaction would not cause such Rating Agency to downgrade or withdraw
            its
            then-current rating of any Certificates or Notes. 

          


          
            	 	
                    “S&P”
                      means Standard & Poor’s Ratings Services, a division of The
                      McGraw-Hill Companies, Inc.

                  


          

          


          “USD”
means
            United States Dollars.

          


          All
            terms
            used herein and not otherwise defined are given their meaning in the
            Pooling and
            Servicing Agreement.

          


          
            	
                    (m)

                  	
                    Waiver
                      of Trial By Jury. Insofar
                      as is permitted by law, each party irrevocably waives any and
                      all rights
                      to trial by jury in any legal proceeding in connection with
                      this agreement
                      or any transaction, and acknowledges that this waiver is a
                      material
                      inducement to the other party’s entering into this agreement and each
                      transaction hereunder.

                  


          

          


          
            	
                    (n)

                  	
                    Severability.
                      If any term, provision, covenant or condition of this Agreement,
                      or the
                      application thereof to any party or circumstance, shall be
                      held to be
                      invalid or unenforceable (in whole or in part) for any reason,
                      the
                      remaining terms, provisions, covenants and conditions hereof
                      shall
                      continue in full force and effect as if this Agreement had
                      been executed
                      with the invalid or unenforceable portion eliminated, so long
                      as this
                      Agreement as so modified continues to express, without material
                      change,
                      the original intentions of the parties as to the subject matter
                      of this
                      Agreement and the deletion of such portion of this Agreement
                      will not
                      substantially impair the respective benefits or expectations
                      of the
                      parties to this Agreement; provided,
                      however,
                      that this severability provision shall not be applicable if
                      any provision
                      of Section
                      2,
                      5,
                      6
                      or
                      13
                      (or any definition or provision in Section
                      14
                      to
                      the extent it relates to, or is used in or connection with
                      any such
                      Section) shall be held to be invalid or
                      unenforceable.

                  


          

          


          
            	
                    (o)

                  	
                    Pooling
                      and Servicing Agreement.
                      Party A hereby agrees that, notwithstanding any provision of
                      this
                      agreement to the contrary, Party B’s obligations to pay any amounts owing
                      under this Agreement shall be subject to Section 4.01 of the
                      Pooling and
                      Servicing Agreement and Party A’s right to receive payment of such amounts
                      shall be subject to Section 4.01 of the Pooling and Servicing
                      Agreement.
                      [

                  


          

          


          
            	(p)	
                    Non-Recourse.
                      Notwithstanding any provision in this Agreement to the contrary,
                      the
                      obligations of Party B hereunder are limited recourse obligations
                      of Party
                      B, payable solely from the Swap Account and the proceeds thereof,
                      in
                      accordance with the terms of the Pooling and Servicing Agreement.
                      In the
                      event that the Swap Account and proceeds thereof should be
                      insufficient to
                      satisfy all claims outstanding and following the realization
                      of the Swap
                      Account and the proceeds thereof, any claims against or obligations
                      of
                      Party B under this Agreement or any other confirmation thereunder
                      still
                      outstanding shall be extinguished and thereafter not revive.
                      Party B shall
                      not have liability for any failure or delay in making a payment
                      hereunder
                      to Party A due to any failure or delay in receiving amount
                      in the Swap
                      Account from the Trust created pursuant to the Pooling and
                      Servicing
                      Agreement. 

                  


          

          


          
            	(q)	
                    Limited
                      Liability.
                      Party A and Party B agree to the following: (a) Deutsche Bank
                      National
                      Trust Company (“Deutche Bank”) is entering into this Agreement not in its
                      individual or corporate capacity, but solely in its capacity
                      as
                      Supplemental Interest Trust Trustee under the Pooling and Servicing
                      Agreement; It is expressly understood and agreed by the parties
                      hereto
                      that (a) this Agreement is executed and delivered by Deutsche
                      Bank
                      National Trust Company (“Deutche Bank”), not individually or personally
                      but solely as Supplemental Interest Trust Trustee under the
                      Pooling and
                      Servicing Agreement, in the exercise of the powers and authority
                      conferred
                      and vested in it, (b) each of the representations, undertakings
                      and
                      agreements herein made on the part of Deutsche Bank is made
                      and intended
                      not as personal representations, undertakings and agreements
                      by Deutsche
                      Bank but is made and intended for the purpose of binding only
                      the
                      Supplemental Interest Trust, (c) nothing herein contained shall
                      be
                      construed as creating any liability on Deutsche Bank, individually
                      or
                      personally, to perform any covenant either expressed or implied
                      contained
                      herein, all such liability, if any, being expressly waived
                      by the parties
                      hereto and by any Person claiming by, through or under the
                      parties hereto,
                      and (d) under no circumstances shall Deutsche Bank be personally
                      liable
                      for the payment of any indebtedness or expenses of the Supplemental
                      Interest Trust or be liable for the breach or failure of any
                      obligation,
                      representation, warranty or covenant made or undertaken by
                      the
                      Supplemental Interest Trust Trustee under this Agreement or
                      any other
                      related documents.      

                  


          

          


          The
            parties executing this Schedule have executed the Master Agreement and
            have
            agreed as to the contents of this Schedule.

           

          


          
            	
                    LEHMAN
                      BROTHERS 

                    SPECIAL
                      FINANCING INC.

                  	 	
                    DEUTSCHE
                      BANK NATIONAL TRUST COMPANY, NOT
                      IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
                      SUPPLEMENTAL INTEREST TRUST TRUSTEE WITH
                      RESPECT TO
                      THE SUPPLEMENTAL INTEREST TRUST RELATING
                      TO
                      THE FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED
                      CERTIFICATES, SERIES 2006-FF8

                  
	
                    Party
                      A

                  	 	
                    Party
                      B

                  
	
                     

                     

                     

                  	 	
                     

                     

                     

                     

                  
	
                    Name:

                  	 	
                    Name:

                  
	
                    Title:

                  	 	
                    Title:

                  
	
                    Date:

                  	 	
                    Date:

                  
	 	 	 


          

          

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            



          EXHIBIT
            A to Schedule

           

          GUARANTEE
            OF LEHMAN BROTHERS HOLDINGS INC.

           

          LEHMAN
            BROTHERS SPECIAL FINANCING INC. (“Party A”) and DEUTSCHE
            BANK NATIONAL TRUST COMPANY, NOT
            IN
            ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
            SUPPLEMENTAL INTEREST TRUST TRUSTEE WITH
            RESPECT TO
            THE SUPPLEMENTAL INTEREST TRUST RELATING
            TO
            THE FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED CERTIFICATES,
            SERIES 2006-FF8
            (“Party
            B”) have entered into a Master Agreement dated as of June 29, 2006, (the
“Master
            Agreement”), pursuant to which Party A and Party B have entered and/or
            anticipate entering into one or more transactions (each a “Transaction”), the
            Confirmation of each of which supplements, forms part of, and will be
            read and
            construed as one with, the Master Agreement (collectively referred to
            as the
“Agreement”). This Guarantee is a Credit Support Document as contemplated in the
            Agreement. For value received, and in consideration of the financial
            accommodation accorded to Party A by Party B under the Agreement, LEHMAN
            BROTHERS HOLDINGS INC., a corporation organized and existing under the
            laws of
            the State of Delaware (“Guarantor”), hereby agrees to the
            following:

           

          (a) Guarantor
            hereby unconditionally guarantees to Party B the due and punctual payment
            of all
            amounts payable by Party A under each Transaction when and as Party A’s
            obligations thereunder shall become due and payable in accordance with
            the terms
            of the Agreement. In case of the failure of Party A to pay punctually
            any such
            amounts, Guarantor hereby agrees, upon written demand by Party B, to
            pay or
            cause to be paid any such amounts punctually when and as the same shall
            become
            due and payable.

           

          (b) Guarantor
            hereby agrees that its obligations under this Guarantee constitute a
            guarantee
            of payment when due and not of collection.

           

          (c) Guarantor
            hereby agrees that its obligations under this Guarantee shall be unconditional,
            irrespective of the validity, regularity or enforceability of the Agreement
            against Party A (other than as a result of the unenforceability thereof
            against
            Party B), the absence of any action to enforce Party A’s obligations under the
            Agreement, any waiver or consent by Party B with respect to any provisions
            thereof, the entry by Party A and Party B into additional Transactions
            under the
            Agreement or any other circumstance which might otherwise constitute
            a legal or
            equitable discharge or defense of a guarantor (excluding the defense
            of payment
            or statute of limitations, neither of which is waived) provided, however,
            that
            Guarantor shall be entitled to exercise any right that Party A could
            have
            exercised under the Agreement to cure any default in respect of its obligations
            under the Agreement or to setoff, counterclaim or withhold payment in
            respect of
            any Event of Default or Potential Event of Default in respect of Party
            B or any
            Affiliate, but only to the extent such right is provided to Party A under
            the
            Agreement. The Guarantor acknowledges that Party A and Party B may from
            time to
            time enter into one or more Transactions pursuant to the Agreement and
            agrees
            that the obligations of the Guarantor under this Guarantee will upon
            the
            execution of any such Transaction by Party A and Party B extend to all
            such
            Transactions without the taking of further action by the Guarantor.

           

          (d) This
            Guarantee shall remain in full force and effect until such time as Party
            B shall
            receive written notice of termination. Termination of this Guarantee
            shall not
            affect Guarantor’s liability hereunder as to obligations incurred or arising out
            of Transactions entered into prior to the termination hereof.

           

          (e) Guarantor
            further agrees that this Guarantee shall continue to be effective or
            be
            reinstated, as the case may be, if at any time, payment, or any part
            thereof, of
            any obligation or interest thereon is rescinded or must otherwise be
            restored by
            Party B upon an Event of Default as set forth in Section
            5(a)(vii)
            of the
            Master Agreement affecting Party A or Guarantor.

           

          (f) Guarantor
            hereby waives (i) promptness, diligence, presentment, demand of payment,
            protest, order and, except as set forth in paragraph (a) hereof, notice
            of any
            kind in connection with the Agreement and this Guarantee, or (ii) any
            requirement that Party B exhaust any right to take any action against
            Party A or
            any other person prior to or contemporaneously with proceeding to exercise
            any
            right against Guarantor under this Guarantee.

           

          This
            Guarantee shall be governed by and construed in accordance with the laws
            of the
            State of New York, without reference to choice of law doctrine. All capitalized
            terms not defined in this Guarantee, but defined in the Agreement, shall
            have
            the meanings assigned thereto in the Agreement.

           

          IN
            WITNESS WHEREOF, Guarantor has caused this Guarantee to be executed in
            its
            corporate name by its duly authorized officer as of the date of the
            Agreement.

           

          

            
              	 	
                      LEHMAN
                        BROTHERS HOLDINGS INC.

                    
	 	 	 
	 	
                      By:

                    	 
	 	
                      Name:

                    	 
	 	
                      Title:

                    	 
	 	
                      Date: 

                    	 


            

            

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              



          

          EXHIBIT
            B to Schedule

           

          [Form
            of
            Opinion of Counsel for Party B]

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          EXHIBIT
            C
            to Schedule

          


          [Form
            of
            Opinion of Counsel for

          Lehman
            Brothers Special Financing Inc. and

          Lehman
            Brothers Holdings Inc.]

          June
            29,
            2006

          Deutsche
            Bank National Trust Company

          1761
            East
            Saint Andrew Place

          Santa
            Ana, CA 92705

          


          Attention:
            First
            Franklin 2006-FF8 Cap reference: GC06Z

           

          Ladies
            and Gentlemen:

           

          I
            have
            acted as counsel to Lehman Brothers Special Financing Inc., a Delaware
            corporation (“Party A”)
            and
            Lehman Brothers Holdings Inc., a Delaware corporation (“Guarantor”), and am
            familiar with matters pertaining to the execution and delivery of the
            Master
            Agreements (each the “Master Agreements”), each dated as of June 29, 2006
            between Party A and 

           

          (i) DEUTSCHE
            BANK NATIONAL TRUST COMPANY,
            NOT IN
            ITS INDIVIDUAL CAPACITY, BUT SOLELY AS CAP
            TRUSTEE WITH
            RESPECT TO THE CAP TRUST
            RELATING
            TO THE
            FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED CERTIFICATES,
            SERIES
            2006-FF8; 

           

          (ii)
            DEUTSCHE BANK NATIONAL TRUST COMPANY,
            NOT IN
            ITS INDIVIDUAL CAPACITY, BUT SOLELY AS SUPPLEMENTAL
            INTEREST TRUST TRUSTEE WITH RESPECT TO THE SUPPLEMENTAL INTEREST
            TRUST
            RELATING
            TO THE
            FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED CERTIFICATES,
            SERIES
            2006-FF8; and

           

          (iii)
            DEUTSCHE BANK NATIONAL TRUST COMPANY,
            NOT IN
            ITS INDIVIDUAL CAPACITY, BUT SOLELY AS TRUSTEE
            WITH
            RESPECT TO THE FIRST
            FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED CERTIFICATES, SERIES
            2006-FF8

           

          and
            the
            guarantees of Guarantor (the “Guarantees”)
            delivered in connection with each of the Master Agreements.

           

          In
            connection with this opinion, I have examined, or have had examined on
            my
            behalf, an executed copy of the Master Agreements and the Guarantees,
            certificates and statements of public officials and officers of Party
             A
            and
            Guarantor and such other agreements, instruments, documents and records
            as I
            have deemed necessary or appropriate for the purposes of this
            opinion.

           

          Except
            as expressly set forth herein, no independent investigation (including,
            without
            limitation, conducting any review, search or investigation of any public
            files,
            records or dockets) has been undertaken to determine the existence or
            absence of
            the facts that are material to my opinions, and no inference as to my
            knowledge
            concerning such facts should be made.

           

          When
            used
            herein the phrase “to my knowledge” means to my actual knowledge without
            independent investigation.

           

          References
            in this letter to “Applicable Laws” are to those laws, rules and regulations of
            the State of New York which, in my experience, are normally applicable
            to
            transactions of the type contemplated by the Master Agreement and the
            Guarantee.
            References in this letter to “Governmental Authorities” are to executive,
            legislative, judicial, administrative or regulatory bodies of the State
            of New
            York. References in this letter to “Governmental Approval” are to any consent,
            approval, license, authorization or validation of, or filing, recording
            or
            registration with, any Governmental Authority pursuant to Applicable
            Laws.

           

          Based
            on
            the foregoing but subject to the assumptions, exceptions, qualifications
            and
            limitations hereinafter expressed, I am of the opinion that:

           

          
            	 	
                    1.

                  	
                    Each
                      of Party A
                      and Guarantor is a corporation duly incorporated, validly existing
                      and in
                      good standing under the laws of the State of
                      Delaware.

                  


          

           

          
            	 	
                    2.

                  	
                    The
                      execution, delivery and performance of each of the Master Agreements
                      in
                      the case of Party  A,
                      and the Guarantees, in the case of Guarantor, are within its
                      corporate
                      power, have been duly authorized by all corporate action and
                      do not
                      conflict with any provision of its certificate of incorporation
                      or
                      by-laws.

                  


          

           

          
            	 	
                    3.

                  	
                    The
                      Master Agreements, in the case of Party A,
                      and the Guarantees, in the case of Guarantor, have been duly
                      executed and
                      delivered and each
                      constitutes
                      a legal, valid and binding obligation, enforceable against
                      it in
                      accordance with its
                      respective terms.

                  


          

           

          
            	 	
                    4.

                  	
                    To
                      the best of my knowledge,
                      no Governmental Approval
                      is
                      required in connection with the execution, delivery and performance
                      of the
                      Master Agreements in the case of Party A,
                      or the Guarantees, in the case of Guarantor,
                      except those that have been obtained and, to my knowledge,
                      are in
                      effect.

                  


          

           

          The
            foregoing opinions are subject to the following assumptions, exceptions,
            qualifications and limitations:

           

          A. 
            My
            opinion in paragraph 3 above is subject to:
            (i) bankruptcy,
            insolvency, reorganization, receivership, moratorium or similar laws
            affecting
creditors’
            rights
            generally (including, without limitation, the effect of statutory or
            other laws
            regarding fraudulent or other similar transfers or
            conveyances); (ii) general
            principles of equity, regardless of whether enforceability is considered
            in a
            proceeding in equity or at law;
            (iii) laws and considerations of public policy that may limit the
            enforceability of provisions (a) regarding indemnification and contribution
            rights and obligations, (b) regarding the waiver or limitation of rights to
            trial by jury, oral amendments to written agreements or rights of setoff,
            (c) relating to submission to jurisdiction, venue or service of process,
            and (d) purporting to prohibit or restrict, or require the consent of the
“account debtor” (as defined in Section 9-102 of the Uniform Commercial Code as
            in effect in the State of New York (the “NYUCC” )) for, the creation, perfection
            or enforcement of a security interest in “accounts” or “general intangibles” (in
            each case, as defined in Section 9-102 of the NYUCC).

           

          B. I
            am a
            member of the Bar of the State of New York and render no opinion on the
            laws of
            any jurisdiction other than the laws of the State of New York and the
            General
            Corporation Law of the State of Delaware.
            Except as described, I have not examined, or had examined on my behalf,
            and I do
            not express any opinion with respect to, Delaware law.

           

          C. My
            opinions are limited to the present laws and to the facts as they presently
            exist, and no opinion is to be inferred or implied beyond the matters
            expressly
            so stated. I assume no obligation to revise or supplement this opinion
            should
            the present laws of the jurisdictions referred to in paragraph B above
            be
            changed by legislative action, judicial decision or otherwise.

           

          D. This
            letter is rendered solely to you solely
            for your benefit in
            connection with the Master Agreement and the Guarantee and the transactions
            related thereto and may not be relied upon by any other person, entity
            or agency
            or by you in any other context or for any other purpose. This letter
            may not be
circulated,
            used or quoted
            in
            whole or in part, nor may copies thereof be furnished or delivered to
            any other
            person, without the prior written consent of Lehman Brothers Holdings
            Inc.,
            except that you may furnish copies hereof (i)  to
            your
            independent auditors and attorneys, (ii)  to
            any
            United States, state or local authority having jurisdiction over you
            or over
            Party  A
            or
            Guarantor, (iii)  pursuant
            to the order of any legal process of any court of competent jurisdiction
            or any
            governmental agency, and (iv)  in
            connection with any legal action arising out of the Master Agreement
            or the
            Guarantee.

           

          E. I
            have
            assumed with your permission (i)  the
            genuineness of all signatures by each party other than Party  A
            or
            Guarantor, (ii)  the
            authenticity of documents submitted to me as originals and the conformity
            to
            authentic original documents of all documents submitted to me as copies,
            (iii) the
            accuracy of the matters set forth in the documents, agreements and instruments
            I
            reviewed, (iv) that each party other than Party A and Guarantor is duly
            organized, validly existing and in good standing under the laws of its
            jurisdiction of organization, (v)
            the due
            execution and delivery, pursuant to due authorization, of the Master
            Agreement
            by each party other than Party A,
            and (vi) that the Master Agreement is the legal, valid, binding and
            enforceable obligation of each party other than Party A, enforceable
            against each such party in accordance with its terms.

           

          F. My
            opinion in paragraph 3 is subject to the qualification that certain
            provisions contained in the Agreement and the Guarantee may not be enforceable,
            but such unenforceability will not render the Agreement or the Guarantee
            invalid
            as a whole or substantially interfere with the practical realization
            of the
            principal benefits provided thereby.

           

          The
            foregoing opinions are given on the express understanding that the undersigned
            is an officer of Lehman Brothers Inc. and shall in no event incur any
            personal
            liability in connection with said opinions.

           

          Very
            truly yours,

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          ISDAÒ

          International
            Swaps and Derivatives Association, Inc.

          


          CREDIT
            SUPPORT ANNEX

          


          to
            the
            Schedule to the 

          Master
            Agreement

          dated
            as
            of June
            29,
            2006

          between

          


          
            	
                    LEHMAN
                      BROTHERS 

                    SPECIAL
                      FINANCING INC.

                  	 	
                    DEUTSCHE
                      BANK NATIONAL TRUST COMPANY, NOT
                      IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
                      SUPPLEMENTAL INTEREST TRUST TRUSTEE WITH
                      RESPECT TO
                      THE SUPPLEMENTAL INTEREST TRUST RELATING
                      TO
                      THE FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED
                      CERTIFICATES, SERIES 2006-FF8

                  
	
                    Party
                      A

                  	 	
                    Party
                      B

                  


          

          


          This
            Annex supplements, forms part of, and is subject to, the above-referenced
            Agreement, is part of its Schedule and is a Credit Support Document under
            this
            Agreement with respect to each party.

          


          Accordingly,
            the parties agree as follows:

          


          Paragraph
            1. Interpretation

          


          (a) Definitions
            and Inconsistency. Capitalized
            terms not otherwise defined herein or elsewhere in this Agreement have
            the
            meanings specified pursuant to Paragraph 12, and all references in this
            Annex to
            Paragraphs are to Paragraphs of this Annex. In the event of any inconsistency
            between this Annex and the other provisions of this Schedule, this Annex
            will
            prevail and in the event of any inconsistency between Paragraph 13 and
            the other
            provisions of this Annex, Paragraph 13 will prevail.

          


          (b) Secured
            Party and Pledgor.
            All
            references in this Annex to the “Secured Party” will be to either party when
            acting in that capacity and all corresponding references to the “Pledgor” will
            be to the other party when acting in that capacity; provided,
            however,
            that if
            Other Posted Support is held by a party to this Annex, all references
            herein to
            that party as the Secured Party with respect to that Other Posted Support
            will
            be to that party as the beneficiary thereof and will not subject that
            support or
            that party as the beneficiary thereof to provisions of law generally
            relating to
            security interests and secured parties.

          


          Paragraph
            2. Security Interest

          


          Each
            party, as the Pledgor, hereby pledges to the other party, as the Secured
            Party,
            as security for its Obligations, and grants to the Secured Party a first
            priority continuing security interest in, lien on and right of Set-off
            against
            all Posted Collateral Transferred to or received by the Secured Party
            hereunder.
            Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral,
            the
            security interest and lien granted hereunder on that Posted Collateral
            will be
            released immediately and, to the extent possible, without further action
            by
            either party.

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          CREDIT
            SUPPORT ANNEX

          Elections
            and Variables

          dated
            as
            of June
            29,
            2006 between
            

          LEHMAN
            BROTHERS SPECIAL FINANCING INC.

          (hereinafter
            referred to as “Party
            A”
            or
“Pledgor”)

          and
            

          DEUTSCHE
            BANK NATIONAL TRUST COMPANY, NOT
            IN
            ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
            SUPPLEMENTAL INTEREST TRUST TRUSTEE WITH
            RESPECT TO
            THE SUPPLEMENTAL INTEREST TRUST RELATING
            TO
            THE FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED CERTIFICATES,
            SERIES 2006-FF8
            (hereinafter referred to as “Party
            B”
            or
“Secured
            Party”)

           

          Paragraph
            13. Elections and Variables

           

          
            	
                    (a)

                  	
                    Security
                      Interest for “Obligations”.
                      The term “Obligations” as
                      used in this Annex includes the following additional
                      obligations:

                  


          

           

          With
            respect to Party A, not applicable.

           

          With
            respect to Party B, not applicable.

           

          
            	
                    (b)

                  	
                    Credit
                      Support Obligations.

                  


          

           

          
            	
                  	(i)	
                    Delivery
                      Amount, Return Amount and Credit Support
                      Amount

                  


          

           

          
            	 	
                    (A)

                  	
                    “Delivery
                      Amount”
                      has the meaning specified in Paragraph 3(a) 

                  


          

           

          
            	 	
                    (B)

                  	
                    “Return
                      Amount”
                      has the meaning specified in Paragraph
                      3(b).

                  


          

           

          
            	 	
                    (C)

                  	
                    "Credit
                      Support Amount"
                      means, for any Valuation Date, an amount equal to the sum of
                      (i) 100.0% of
                      the Secured Party's Exposure for the next Valuation Date and
                      (ii) the
                      product of the Volatility Buffer and the Notional Amount.
                      

                  


          

           

          
            	 	
                    (ii)

                  	
                    Eligible
                      Collateral.
                      At
                      such time as Party A is required to post collateral pursuant
                      to Part
                      1(h)(A) of the Schedule), the following items will qualify
                      as “Eligible
                      Collateral” (together
                      with such other collateral types (and related valuation percentages)
                      with
                      respect to which Rating Agency Confirmation is
                      provided):

                  


          

          
          

           

          
            	 	
                    Collateral
                      Type

                  	
                    Valuation

                    Percentage

                  
	 	 	 
	
                    (A)

                  	
                    cash.

                  	
                    100.0%

                  
	 	 	 
	
                    (B)

                  	
                    Negotiable
                      debt obligations issued by the U.S. Treasury Department having
                      a maturity
                      at issuance of not more than one year.

                  	
                    98.5%

                  
	 	 	 
	
                    (C)

                  	
                    Negotiable
                      debt obligations issued by the U.S. Treasury Department having
                      a maturity
                      at issuance of more than one year but not more than ten
                      years.

                  	
                    89.9%

                  
	 	 	 
	
                    (D)

                  	
                    Negotiable
                      debt obligations issued by the U.S. Treasury Department having
                      a maturity
                      at issuance of more than ten years.

                  	
                    83.9%

                  
	 	 	 
	
                    (E)

                  	
                    demand
                      and time deposits in, certificates of deposit of, bankers’
                      acceptances payable within 183 days of issuance issued by,
                      or federal
                      funds sold by any U.S. federal or state depository institution
                      or trust
                      company, the commercial paper and/or debt obligations of which
                      (or, in the
                      case of the principal depository institution in a holding company
                      system,
                      the commercial paper or debt obligations of such holding company)
                      at the
                      time of such investment or contractual commitment providing
                      for such
                      investment have a long-term credit rating of “Aaa”
                      by
                      Moody’s
                      and “AAA”
                      by
                      Standard & Poor’s,
                      in the case of long-term debt obligations, or “Prime-1”
                      by
                      Moody’s
                      and “A-1+”
                      by
                      Standard & Poor’s,
                      in the case of commercial paper and short-term obligations;
                      provided, that
                      in the case of commercial paper and short-term debt obligations
                      with a
                      maturity of longer than 91 days, the issuer thereof must also
                      have at the
                      time of such investment a long-term credit rating of “Aaa”
                      by
                      Moody’s
                      and “AAA”
                      by
                      Standard & Poor’s.

                  	
                    98.0%

                  


          

           

          
            	 	
                    (iii)

                  	
                    Other
                      Eligible Support.
                      The following items will qualify as “Other
                      Eligible Support”
                      for the party specified: Not
                      applicable.

                  


          

           

          
            	 	
                    (iv)

                  	
                    Thresholds.

                  


          

           

          
            	 	
                    (A)

                  	
                    “Independent
                      Amount”
                      shall not be applicable with respect to Party A or Party B
                      unless
                      otherwise specified in a
                      Confirmation.

                  


          

           

          
            	 	
                    (B)

                  	
                    “Threshold”
                      means, with respect to Party A, zero at any time that (1) Party
                      A (or to
                      the extent applicable, its Credit Support Provider) does not
                      have the
                      required ratings set forth in Part 1(h)(A) of the Schedule
                      from Standard
                      & Poor’s
                      and has failed to transfer its rights and obligations under
                      this Agreement
                      within 30 days of its downgrade or (2) Party A (or to the extent
                      applicable, its Credit Support Provider) does not have the
                      required
                      ratings from Moody’s;
                      otherwise the Threshold shall be
                      unlimited.

                  


          

           

          
            	 	
                    (C)

                  	
                    “Minimum
                      Transfer Amount” means,
                      with respect to a party, $100,000. 

                  


          

           

          
            	 	
                    (D)

                  	
                    “Rounding”.
                      The
                      Delivery Amount and the Return Amount will be rounded up and
                      down
                      respectively to the nearest integral multiple of
                      $1,000.

                  


          

           

          
            	
                    (c)

                  	
                    Valuation
                      and Timing.

                  


          

           

          
            	 	
                    (i)

                  	
                    “Valuation
                      Agent”
                      means Party A. All calculations by the Valuation Agent must
                      be made in
                      accordance with standard market practice, including, in the
                      event of a
                      dispute as to the Value of any Eligible Credit Support or Posted
                      Credit
                      Support, by making reference to quotations received by the
                      Valuation Agent
                      from commonly accepted third party sources.


                  


          

           

          
            	 	
                    (ii)

                  	
                    “Valuation
                      Date”
                      means, for purposes of each time that Party A is required to
                      post
                      collateral pursuant to Part 1(h)(A) of the Schedule, each Wednesday
                      or, if
                      such day is not a Local Business Day, the next following Local
                      Business
                      Day.

                  


          

           

          
            	 	
                    (iii)

                  	
                    “Valuation
                      Time”
                      means the close of business in the location where the relevant
                      product is
                      traded, provided that the calculations of Value and Exposure
                      will made as
                      of approximately the same time on the same date.
                      

                  


          

           

          (iv) “Notification
            Time”
            means
            3:00 p.m., New York time, on a Local Business Day.   

           

          
            	 	
                    (v)

                  	
                    Notice
                      to S&P.
                      At
                      any time while Party A’s Credit Support Provider shall fail to have the
                      Approved Rating Thresholds from S&P, Party A shall provide to S&P
                      not later than the Notification Time on the Local Business
                      Day following
                      each Valuation Date the calculations of Exposure and the Value
                      of any
                      Eligible Credit Support or Posted Credit Support for that Valuation
                      Date.

                  


          

           

          
            	 	
                    (vi)

                  	
                    External
                      Verification.
                      Notwithstanding the definition of Valuation Agent and Valuation
                      Date, at
                      any time while the
                      long-term unsecured debt or counterparty rating of Party A’s Credit
                      Support Provider is not above “BBB”, the
                      calculations of Exposure and the Value of any Eligible Credit
                      Support or
                      Posted Credit Support must be verified by an external mark
                      quarterly. The
                      external mark must be obtained by an independent third party,
                      and cannot
                      be verified by the same entity more than four times in any
                      12-month
                      period. In addition, the external mark-to-market valuations
                      should reflect
                      the higher of two bids from counterparties that would be eligible
                      and
                      willing to provide the swap in the absence of the current provider.
                      The
                      Value of any Eligible Credit Support or Posted Credit Support
                      and Exposure
                      should be based on the greater of the calculations of the Valuation
                      Agent
                      and the external marks, and any deficiencies in Value and Exposure
                      must be
                      cured within three days.

                  


          

           

          
            	
                    (d)

                  	
                    Conditions
                      Precedent and Secured Party’s Rights and Remedies.
                      There will be no Specified Conditions for Party A and Party
                      B.

                  


          

           

          
            	
                    (e)

                  	
                    Substitution 

                  


          

           

          
            	 	
                    (i)

                  	
                    “Substitution
                      Date” has
                      the meaning specified in Paragraph
                      4(d)(ii).

                  


          

           

          
            	 	
                    (ii)

                  	
                    “Consent.”
                      The Pledgor need not obtain the Secured Party’s consent for any
                      substitution pursuant to Paragraph
                      4(d).

                  


          

           

          
            	
                    (f)

                  	
                    Dispute
                      Resolution 

                  


          

           

          
            	 	
                    (i)
                      

                  	
                    “Resolution
                      Time” means
                      1:00 p.m. on the Local Business Day following the date on which
                      notice is
                      given that gives rise to a default.

                  


          

           

          
            	 	
                    (ii)

                  	
                    Value.
                      For the purpose of Paragraph 5(i)c) and 5(ii), the Value of
                      Posted Credit
                      Support other than Cash will be calculated as follows:
                      

                  


          

           

          
            	 	 	
                    With
                      respect to any Eligible Collateral in the form of securities
                      listed in
                      Paragraph 13(b)(ii) (referred to herein as “Collateral Obligations”) the
                      sum of (I)(x) the bid price quoted on such date by a mutually
                      acceptable
                      principal market maker for such Collateral Obligations, or
                      (y) if no such
                      quotation is available from a principal market maker for such
                      date, such
                      bid price as of the day, next preceding such date, on which
                      such quotation
                      was available, in either case multiplied by the applicable
                      Valuation
                      Percentage, plus (II) the accrued interest on such Collateral
                      Obligations
                      (except to the extent Transferred to a party pursuant to any
                      applicable
                      section of this Agreement or included in the applicable price
                      referred to
                      in (I) of this Clause) as of such date.


                  


          

           

          
            	 	
                    (ii)

                  	
                    “Alternative.” 
                      Paragraph 5 will apply.

                  


          

           

          
            	
                    (g)

                  	
                    Holding
                      and Using Posted Collateral.

                  


          

           

          
            	 	
                    (i)

                  	
                    “Eligibility
                      to Hold Posted Collateral; Custodians.”

                  


          

           

          Party
            B
            and or its Custodian will be entitled to hold Posted Collateral pursuant
            to
            Paragraph 6(b), provided
            that the
            following conditions applicable to it are satisfied:

           

          
            	 	
                    (1)

                  	
                    The
                      Custodian is a bank or trust company located in the United
                      States having
                      total assets of at least $250,000,000 and a short term unsecured
                      debt or
                      counterparty rating of “Prime-1”
                      from Moody’s
                      and “A-1”
                      from Standard & Poor’s.

                  


          

           

          Initially,
            the Custodian
            for
            Party B is: The Bank of New York.

           

          
            	 	
                    (ii)

                  	
                    “Use
                      of Posted Collateral”
                      The provisions of Paragraph 6(c) will not apply with respect
                      to the
                      collateral posted by Party A.

                  


          

           

          
            	
                    (h)

                  	
                    Distributions
                      and Interest Amount.

                  


          

           

          
            	 	
                    (i)

                  	
                    “Interest
                      Rate.” The
                      Interest Rate shall be the actual interest rate achieved on
                      Posted
                      Collateral in the form of Cash that is held by Party B’s Custodian. .
                      Party B’s Custodian shall hold Posted Collateral in the form of Cash
                      in
                      such deposit or investment account as specified by Party A
                      to Party B and
                      reasonably acceptable to Party B’s Custodian.


                  


          

           

          
            	 	
                    (ii)

                  	
                    “Transfer
                      of Interest Amount.”
                      The Transfer of the Interest Amount will be made on the first
                      Local
                      Business Day of each calendar month and on any Local Business
                      Day that
                      Posted Collateral in the form of Cash is Transferred to the
                      Pledgor
                      pursuant to Paragraph 3(b).

                  


          

           

          
            	 	
                    (iii)

                  	
                    “Alternative
                      to Interest Amount.”
                      Not applicable.

                  


          

           

          
            	
                    (i)

                  	
                    Additional
                      Representation(s).
                      Not applicable.

                  


          

           

          
            	
                    (j)

                  	
                    “Other
                      Eligible Support and Other Posted Support.”

                  


          

           

          
            	 	
                    (i)

                  	
                    “Value” with
                      respect to Other Eligible Support and Other Posted Support
                      means: Not
                      applicable.

                  


          

           

          
            	 	
                    (ii)

                  	
                    “Transfer” with
                      respect to Other Eligible Support and Other Posted Support
                      means: Not
                      applicable.

                  


          

           

          
            	
                    (k)

                  	
                    Demands
                      and Notices.
                      All demands, specifications and notices made by a party to
                      this Annex will
                      be made pursuant to the Notices Section of this
                      Agreement.

                  


          

           

          
            	
                    (l)

                  	
                    Addresses
                      for Transfers.
                      As
                      agreed upon between the parties from time to time.
                      

                  


          

          
            	
                    (m)

                  	
                    Other
                      Provisions.

                  


          

          


          
            	 	
                    (i)

                  	
                     “Volatility
                      Buffer”
                      shall mean the percentage set forth in the following table
                      with respect to
                      any Transaction (other than a Transaction identified in the
                      related
                      Confirmation as a Timing Hedge): 

                  


          

           

          
            
              	
                      The
                        higher of the short-term credit rating of (i) Party A and
                        (ii) the Credit
                        Support Provider of Party A

                    	
                      Remaining
                        Weighted Average Life Maturity up to 3 years

                    	
                      Remaining
                        Weighted Average Life Maturity up to 5 years

                    	
                      Remaining
                        Weighted Average Life Maturity up
                        to 10 years

                    	
                      Remaining
                        Weighted Average Life Maturity up
                        to 30 years

                    
	
                      At
                        least “A-2”

                    	
                      2.75

                    	
                      3.25

                    	
                      4.00

                    	
                      4.75

                    
	
                      “A-3”

                    	
                      3.25

                    	
                      4.00

                    	
                      5.00

                    	
                      6.25

                    
	
                      “BB+”
                        or
                        lower

                    	
                      3.50

                    	
                      4.50

                    	
                      5.75

                    	
                      7.50

                    


            

             

          

          
            	
                    (ii)

                  	
                    Agreement
                      as to Single Secured Party and Pledgor.
                      Party A and Party B agree that, notwithstanding anything to
                      the contrary
                      in the recital of this Annex, Paragraph 1(b) or Paragraph 2
                      of the
                      definitions in Paragraph 12, (a) the term “Secured
                      Party”
                      as
                      used in this Annex means only Party B, (b) the term “Pledgor”
                      as
                      used in this Annex means only Party A, (c) only Party A makes
                      the pledge
                      and grant in Paragraph 2, the acknowledgment in the final sentence
                      of
                      Paragraph 8(a) and the representations in Paragraph 9 and (d)
                      only Party A
                      will be required to post Eligible Credit Support hereunder.
                      Party A also
                      agrees that it shall pay all costs of transferring Eligible
                      Credit Support
                      required to be delivered by Party A hereunder. 

                  


          

           

          The
            parties executing this Credit Support Annex have executed the Master
            Agreement
            and have agreed as to the contents of this Credit Support Annex.

          


          
            	
                    LEHMAN
                      BROTHERS SPECIAL FINANCING INC.

                  	 	
                    DEUTSCHE
                      BANK NATIONAL TRUST COMPANY, NOT
                      IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
                      SUPPLEMENTAL INTEREST TRUST TRUSTEE WITH
                      RESPECT TO
                      THE SUPPLEMENTAL INTEREST TRUST RELATING
                      TO
                      THE FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED
                      CERTIFICATES, SERIES 2006-FF8

                  
	
                    Party
                      A

                  	 	
                    Party
                      B

                  
	
                     

                  	 	
                     

                  
	
                    Name:

                  	 	
                    Name:

                  
	
                    Title:

                  	 	
                    Title:

                  
	
                    Date:

                  	 	
                    Date:

                  


          

           

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          R

        


        FORM
          OF
          INTEREST RATE CAP AGREEMENT

        
           

          

           

          Revised
            Transaction

           

           

          
            	
                    Date:

                  	
                    21
                      June, 2006

                  
	 	 
	
                    To:

                  	
                    Deutsche
                      Bank National Trust Company, not in its individual capacity,
                      but solely as
                      Cap Trustee with respect to the Cap Trust relating to the First
                      Franklin
                      Mortgage Loan Trust 2006-FF8, Asset Backed Certificates, Series
                      2006-FF8

                  
	
                    Attention:

                  	
                    Swap
                      Administration

                  
	 	 
	
                    From:

                  	
                    Lehman
                      Brothers Special Financing Inc.

                  
	 	
                    Kathy
                      Tsang

                  
	 	
                    Transaction
                      Management Group

                  
	
                    Facsimile:

                  	
                    646-885-9551
                      (United States of America)

                  
	
                    Telephone:

                  	
                    212-526-

                  
	 	 
	
                    Risk
                      ID: 1240915L / Effort ID: 978004 / Global Deal ID:
                      2562357/2562732

                  
	 	 
	
                    SUBJECT:

                  	
                     CAP
                      TRANSACTION 

                  


          

          


          Dear
            Sir
            or Madam:

           

          The
            purpose of this communication is to set forth the terms and conditions
            of the
            interest rate transaction that has been entered into on the Trade Date
            referred
            to below (the “Transaction”), between Lehman Brothers Special Financing Inc.
            (“Party A”) and
            Deutsche
            Bank National Trust Company, not in its individual capacity, but solely
            as Cap
            Trustee with respect to the Cap Trust relating to the First Franklin
            Mortgage
            Loan Trust 2006-FF8, Asset Backed Certificates, Series
            2006-FF8
            (“Party B”).
            This
            communication constitutes
            a “Confirmation” as referred to in the Master Agreement specified below.
This
            Confirmation supersedes and replaces in its entirety any other confirmation
            referencing the Transaction to which this Confirmation
            relates.

          


          This
            Confirmation supplements, forms part of, and is subject to, the ISDA
            Master
            Agreement dated as of 29 June, 2006, as amended and supplemented from
            time to
            time, between Party A and Party B (the “Agreement”). All provisions contained in
            the Agreement shall govern this Confirmation except as expressly modified
            below.

           

          The
            definitions and provisions contained in the 2000 ISDA Definitions as
            published
            by the International Swaps and Derivatives Association, Inc. (the “Definitions”)
            are incorporated into this Confirmation. In the event of any inconsistency
            between the Definitions and the terms of this Confirmation, this Confirmation
            will govern. For the purpose of the Definitions, references herein to
            a
“Transaction” shall be deemed to be references to a “Swap
            Transaction”.

           

          Party
            A
            and Party B each represents that entering into the Transaction is within
            its
            capacity, is duly authorized and does not violate any laws of its jurisdiction
            of organization or residence or the terms of any agreement to which it
            is a
            party. Party A and Party B each represents that (a) it is not relying
            on the
            other party in connection with its decision to enter into this Transaction,
            and
            neither party is acting as an advisor to or fiduciary of the other party
            in
            connection with this Transaction regardless of whether the other party
            provides
            it with market information or its views; (b) it understands the risks
            of the
            Transaction and any legal, regulatory, tax, accounting and economic consequences
            resulting therefrom; and (c) it has determined based upon its own judgment
            and
            upon any advice received from its own professional advisors as it has
            deemed
            necessary to consult that entering into the Transaction is appropriate
            for such
            party in light of its financial capabilities and objectives. Party A
            and Party B
            each represents that upon due execution and delivery of this Confirmation,
            it
            will constitute a legally valid and binding obligation, enforceable against
            it
            in accordance with its terms, subject to applicable principles of bankruptcy
            and
            creditors’ rights generally and to equitable principles of general
            application.

           

          The
            terms
            of the particular Transaction to which this Confirmation relates are
            as
            follows:

           

          
            	
                    General
                      Terms:

                  	 
	 	 
	
                    Trade
                      Date:

                  	
                    20
                      June, 2006

                  
	 	 
	
                    Effective
                      Date:

                  	
                    29
                      June, 2006

                  
	 	 
	
                    Termination
                      Date:

                  	
                    25
                      February, 2011 subject to adjustment in accordance with the
                      Modified
                      Following Business Day Convention, 

                  
	 	 
	
                    Notional
                      Amount:

                  	
                    With
                      respect to each Calculation Period, the lesser of (A) and (B),
                      where:

                     

                    “(A)”
                      means the Notional Calculation Amount as set forth in Schedule
                      A
                      multiplied
                      by
                      250 and 

                     

                    “(B)”
                      means the aggregate principal balance of the Reference Assets
minus
                      the Calculation Amount as set forth in Schedule B.

                  
	 	 
	
                    Reference
                      Assets: 

                  	
                    FFML2006-FF8
                      Class IA1 (Cusip: 320278AR5, Class IIA1 (Cusip: 320278AA2),
                      Class IIA2
                      (Cusip: 320278AB0), Class IIA3 (Cusip: 320278AC8), Class IIA4
                      (Cusip:
                      320278AD6), Class M1 (Cusip: 320278AE4), Class M2 (Cusip: 320278AF1),
                      Class M3 (Cusip: 320278AG9), Class M4 (Cusip: 320278AH7), Class
                      M5 (Cusip:
                      320278AJ3), Class M6 (Cusip: 320278AK0), Class M7 (Cusip: 320278AL8),
                      Class M8 (Cusip: 320278AM6), Class M9 (Cusip: 320278AN4), Class
                      M10
                      (Cusip: 320278AP9), Class M11 (Cusip: 320278AQ7), Class M12
                      (Cusip:
                      320278AS3).

                  


          

           

          
            	
                    Principal
                      Balance:

                  	
                    As
                      reported on Bloomberg Financial Services, Inc. (“Bloomberg”) by entering
                      the “Cusip “ <Mtge> PDI4, <Go>.


                  


          

           

          
            	
                    Floating
                      Amounts:

                  	 
	 	 
	
                    Floating
                      Rate Payer:

                  	
                    Party
                      A

                  
	 	 
	
                    Floating
                      Rate:

                  	
                    The
                      greater of (A) and (B):

                     

                    (A) means
                      0.00%, and 

                     

                    (B)
                      means the lesser of (i) USD-LIBOR-BBA with a Designated Maturity
                      of one
                      month minus
                      5.39% and (ii) 3.61%

                  
	 	 
	
                    Floating
                      Amount Payer 

                    Payment
                      Dates:

                  	
                    The
                      twenty-fifth (25th) calendar day of each month, commencing
                      July 25, 2006,
                      subject to adjustment in accordance with the Modified Following
                      Business
                      Day Convention.

                  
	 	 
	
                    Spread:

                  	
                    Inapplicable

                  
	 	 
	
                    Floating
                      Rate Day Count Fraction:

                  	
                    Actual/360

                  
	 	 
	
                    Reset
                      Dates:

                  	
                    The
                      first day of each Calculation Period

                  
	 	 
	
                    Business
                      Days:

                  	
                    New
                      York

                  
	 	 
	
                    Fixed
                      Amounts:

                  	 
	 	 
	
                    Fixed
                      Amount Payer:

                  	
                    Party
                      B; provided, however, that
                      in exchange for due consideration, the receipt and sufficiency
                      of
                      which are
                      hereby acknowledged,
                      Greenwich
                      Capital Markets Inc. will be making the Fixed Amount payment
                      to Party A on
                      behalf of Party B.

                  


          

           

          Additional
            Provision:

          


          (w)
            Compliance with Regulation AB.

          


          (1)
            It
            shall be a swap disclosure event (“Swap Disclosure Event”) if, at any time after
            the date hereof, the Depositor or the Sponsor notifies Party A that the
            aggregate “significance percentage” (calculated in accordance with the
            provisions of Item 1115 of Regulation AB) of all derivative instruments
            provided
            by Party A and any of its affiliates to Party B (collectively, the “Aggregate
            Significance Percentage”) is 10% or more. 

          


          (2)
            (a)Upon the occurrence of a Swap Disclosure Event, Party A, at its own
            cost and
            expense (and without any expense or liability to the Depositor, the Sponsor,
            the
            Underwriters, the Depositor, the Trustee or the Issuing Entity), shall
            take one
            of the following actions: 

          


          (i)
            provide to the Sponsor and the Depositor: (i) if the Aggregate Significance
            Percentage is 10% or more, but less than 20%, the information required
            under
            Item 1115(b)(1) of Regulation AB or (ii) if the Aggregate Significance
            Percentage is 20% or more, within five (5) Business Days, the information
            required under Item 1115(b)(2) of Regulation AB; or 

          


          (ii)
            assign its rights and delegate its obligations under the Transaction
            to a
            counterparty with the Approved Ratings Thresholds (or which satisfies
            the Rating
            Agency Condition), that (x) provides the information specified in clause
            (a)
            above to the Depositor and Sponsor and (y) enters into documentation
            substantially similar to the documentation then in place between Party
            A and
            Party B. 

          


          (b)
            For
            so long as the Aggregate Significance Percentage is 10% or more, Party
            A shall
            provide any updates to the information provided pursuant to clause (a)(ii)
            above
            to the Sponsor and the Depositor within five (5) Business Days following
            availability thereof (but in no event more than 45 days after the end
            of each of
            Party A’s fiscal quarter for any quarterly update, and in no even more than 90
            days after the end of each of Party A’s fiscal year for any annual update).


          


          (c)
            All
            information provided pursuant to clauses (a)(i) and (b) shall be in a
            form
            suitable for conversion to the format required for filing by the Depositor
            with
            the Commission via the Electronic Data Gathering and Retrieval System
            (EDGAR).
            In addition, any such information, if audited, shall be accompanied by
            any
            necessary auditor’s consents. If permitted by Regulation AB, any such
            information may be provided by reference to or incorporation by reference
            from
            reports filed pursuant to the Exchange Act.   

           

          (3)
            If
            (a) Party A has failed to deliver any information, report, certification
            or
            accountants’ consent when and as required under (w)(2) above, which continues
            unremedied for the lesser of ten calendar days after the date on which
            such
            information, report, certification or accountants’ consent was required to be
            delivered or such period in which the applicable Exchange Act Report
            for which
            such information is required can be timely filed and (b) Party A has
            not, at its
            own cost, within the period in which the applicable Exchange Act Report
            for
            which such information is required can be timely filed caused another
            entity to
            replace Party A as party to this Agreement that (i) has signed an agreement
            with
            Party B and the related Depositor substantially in the form of this Agreement,
            (ii) has agreed to deliver any information, report, certification or
            accountants’ consent when and as required under this clause (w)(2) above and
            (iii) is approved by the related Depositor (which approval shall not
            be
            unreasonably withheld) and any rating agency, if applicable, on terms
            substantially similar to the Derivative Agreement, then Party A shall
            promptly
            reimburse the Issuing Entity, the present and former respective officers,
            directors, employees and agents of the Issuing Entity and any such controlling
            person for any legal or other expenses reasonably incurred by it or any
            of them
            in connection with investigating or defending any such losses, claims,
            liabilities, damages, penalties, fines, forfeitures, legal fees or expenses
            or
            related costs, judgments, or any other costs, fees or expenses, as and
            when
            incurred; provided that the foregoing indemnity by Party A shall not
            apply to
            the lost profits of the Issuing Entity or any such related party.

           

          
            	
                    Miscellaneous:

                  	 
	 	 
	
                    Calculation
                      Agent:

                  	
                    Party
                      A

                  


          

           

          Please
            confirm your agreement with the foregoing by executing this Confirmation
            and
            returning such Confirmation, in its entirety, to us at facsimile number
            (+1)
            646-885-9551 (United States of America), Attention: Confirmations
            Group.

           

          
            	
                    Yours
                      sincerely,

                  	
                    Accepted
                      and agreed to:

                  
	 	 
	
                    Lehman
                      Brothers Special Financing Inc.

                  	
                    Deutsche
                      Bank National Trust Company, not in its individual capacity,
                      but solely as
                      Cap Trustee with respect to the Cap Trust relating to the First
                      Franklin
                      Mortgage Loan Trust 2006-FF8, Asset Backed Certificates, Series
                      2006-FF8

                  
	 	
                     

                    By:
                      ________________________

                    Name:

                    Title:

                  
	 	 


          

           

          Schedule
            A

           

          
            	
                    *Calculation
                      Period from and including

                  	
                    *Calculation
                      Period up to but excluding

                  	
                    Notional
                      Calculation Amount (in
                      USD)

                  


          

          
            	
                    6/29/2006

                  	
                    7/25/2006

                  	
                    0.0000

                  
	
                    7/25/2006

                  	
                    8/25/2006

                  	
                    0.0000

                  
	
                    8/25/2006

                  	
                    9/25/2006

                  	
                    0.0000

                  
	
                    9/25/2006

                  	
                    10/25/2006

                  	
                    0.0000

                  
	
                    10/25/2006

                  	
                    11/25/2006

                  	
                    0.0000

                  
	
                    11/25/2006

                  	
                    12/25/2006

                  	
                    0.0000

                  
	
                    12/25/2006

                  	
                    1/25/2007

                  	
                    0.0000

                  
	
                    1/25/2007

                  	
                    2/25/2007

                  	
                    0.0000

                  
	
                    2/25/2007

                  	
                    3/25/2007

                  	
                    0.0000

                  
	
                    3/25/2007

                  	
                    4/25/2007

                  	
                    0.0000

                  
	
                    4/25/2007

                  	
                    5/25/2007

                  	
                    0.0000

                  
	
                    5/25/2007

                  	
                    6/25/2007

                  	
                    155,893.1286

                  
	
                    6/25/2007

                  	
                    7/25/2007

                  	
                    174,426.3408

                  
	
                    7/25/2007

                  	
                    8/25/2007

                  	
                    191,114.3956

                  
	
                    8/25/2007

                  	
                    9/25/2007

                  	
                    206,081.7152

                  
	
                    9/25/2007

                  	
                    10/25/2007

                  	
                    219,445.3775

                  
	
                    10/25/2007

                  	
                    11/25/2007

                  	
                    231,315.7695

                  
	
                    11/25/2007

                  	
                    12/25/2007

                  	
                    241,807.3742

                  
	
                    12/25/2007

                  	
                    1/25/2008

                  	
                    251,002.5212

                  
	
                    1/25/2008

                  	
                    2/25/2008

                  	
                    259,156.9816

                  
	
                    2/25/2008

                  	
                    3/25/2008

                  	
                    266,754.9966

                  
	
                    3/25/2008

                  	
                    4/25/2008

                  	
                    272,800.4462

                  
	
                    4/25/2008

                  	
                    5/25/2008

                  	
                    320,349.4859

                  
	
                    5/25/2008

                  	
                    6/25/2008

                  	
                    1,097,426.1352

                  
	
                    6/25/2008

                  	
                    7/25/2008

                  	
                    997,306.0289

                  
	
                    7/25/2008

                  	
                    8/25/2008

                  	
                    905,665.0334

                  
	
                    8/25/2008

                  	
                    9/25/2008

                  	
                    823,981.1618

                  
	
                    9/25/2008

                  	
                    10/25/2008

                  	
                    789,426.0232

                  
	
                    10/25/2008

                  	
                    11/25/2008

                  	
                    756,339.1610

                  
	
                    11/25/2008

                  	
                    12/25/2008

                  	
                    724,658.8520

                  
	
                    12/25/2008

                  	
                    1/25/2009

                  	
                    694,327.4538

                  
	
                    1/25/2009

                  	
                    2/25/2009

                  	
                    665,285.9383

                  
	
                    2/25/2009

                  	
                    3/25/2009

                  	
                    637,479.7171

                  
	
                    3/25/2009

                  	
                    4/25/2009

                  	
                    610,856.4491

                  
	
                    4/25/2009

                  	
                    5/25/2009

                  	
                    591,690.0546

                  
	
                    5/25/2009

                  	
                    6/25/2009

                  	
                    627,077.6438

                  
	
                    6/25/2009

                  	
                    7/25/2009

                  	
                    599,728.0607

                  
	
                    7/25/2009

                  	
                    8/25/2009

                  	
                    573,613.1620

                  
	
                    8/25/2009

                  	
                    9/25/2009

                  	
                    548,676.0768

                  
	
                    9/25/2009

                  	
                    10/25/2009

                  	
                    524,862.5788

                  
	
                    10/25/2009

                  	
                    11/25/2009

                  	
                    502,120.9638

                  
	
                    11/25/2009

                  	
                    12/25/2009

                  	
                    480,401.9570

                  
	
                    12/25/2009

                  	
                    1/25/2010

                  	
                    459,659.1368

                  
	
                    1/25/2010

                  	
                    2/25/2010

                  	
                    581,581.7457

                  
	
                    2/25/2010

                  	
                    3/25/2010

                  	
                    557,512.7045

                  
	
                    3/25/2010

                  	
                    4/25/2010

                  	
                    534,479.3670

                  
	
                    4/25/2010

                  	
                    5/25/2010

                  	
                    512,435.8363

                  
	
                    5/25/2010

                  	
                    6/25/2010

                  	
                    491,338.2916

                  
	
                    6/25/2010

                  	
                    7/25/2010

                  	
                    471,144.8953

                  
	
                    7/25/2010

                  	
                    8/25/2010

                  	
                    451,815.6947

                  
	
                    8/25/2010

                  	
                    9/25/2010

                  	
                    433,312.5432

                  
	
                    9/25/2010

                  	
                    10/25/2010

                  	
                    415,599.0151

                  
	
                    10/25/2010

                  	
                    11/25/2010

                  	
                    398,640.3269

                  
	
                    11/25/2010

                  	
                    12/25/2010

                  	
                    382,403.2620

                  
	
                    12/25/2010

                  	
                    1/25/2011

                  	
                    366,855.9818

                  
	
                    1/25/2011

                  	
                    2/25/2011

                  	
                    351,968.3153

                  


          

           

          *subject
            to adjustment in accordance with
            the relevant Business Day Convention.

           

          Schedule
            B

           

          
            
              	
                      *Calculation
                        Period from and including

                    	
                      *Calculation
                        Period up to but excluding

                    	
                      Calculation
                        Amount (in USD)

                    
	
                      06/29/06
                        

                    	
                      07/25/06
                        

                    	
                      0.00
                        

                    
	
                      07/25/06
                        

                    	
                      08/25/06
                        

                    	
                      0.00
                        

                    
	
                      08/25/06
                        

                    	
                      09/25/06
                        

                    	
                      0.00
                        

                    
	
                      09/25/06
                        

                    	
                      10/25/06
                        

                    	
                      0.00
                        

                    
	
                      10/25/06
                        

                    	
                      11/25/06
                        

                    	
                      0.00
                        

                    
	
                      11/25/06
                        

                    	
                      12/25/06
                        

                    	
                      0.00
                        

                    
	
                      12/25/06
                        

                    	
                      01/25/07
                        

                    	
                      0.00
                        

                    
	
                      01/25/07
                        

                    	
                      02/25/07
                        

                    	
                      0.00
                        

                    
	
                      02/25/07
                        

                    	
                      03/25/07
                        

                    	
                      0.00
                        

                    
	
                      03/25/07
                        

                    	
                      04/25/07
                        

                    	
                      0.00
                        

                    
	
                      04/25/07
                        

                    	
                      05/25/07
                        

                    	
                      0.00
                        

                    
	
                      05/25/07
                        

                    	
                      06/25/07
                        

                    	
                      634,457,977.14
                        

                    
	
                      06/25/07
                        

                    	
                      07/25/07
                        

                    	
                      604,910,192.12
                        

                    
	
                      07/25/07
                        

                    	
                      08/25/07
                        

                    	
                      576,753,464.10
                        

                    
	
                      08/25/07
                        

                    	
                      09/25/07
                        

                    	
                      549,921,740.43
                        

                    
	
                      09/25/07
                        

                    	
                      10/25/07
                        

                    	
                      524,352,125.63
                        

                    
	
                      10/25/07
                        

                    	
                      11/25/07
                        

                    	
                      499,984,729.77
                        

                    
	
                      11/25/07
                        

                    	
                      12/25/07
                        

                    	
                      476,754,410.82
                        

                    
	
                      12/25/07
                        

                    	
                      01/25/08
                        

                    	
                      454,616,787.91
                        

                    
	
                      01/25/08
                        

                    	
                      02/25/08
                        

                    	
                      433,398,796.11
                        

                    
	
                      02/25/08
                        

                    	
                      03/25/08
                        

                    	
                      413,024,171.56
                        

                    
	
                      03/25/08
                        

                    	
                      04/25/08
                        

                    	
                      393,690,134.36
                        

                    
	
                      04/25/08
                        

                    	
                      05/25/08
                        

                    	
                      363,057,994.26
                        

                    
	
                      05/25/08
                        

                    	
                      06/25/08
                        

                    	
                      127,044,747.69
                        

                    
	
                      06/25/08
                        

                    	
                      07/25/08
                        

                    	
                      114,743,720.58
                        

                    
	
                      07/25/08
                        

                    	
                      08/25/08
                        

                    	
                      104,241,248.65
                        

                    
	
                      08/25/08
                        

                    	
                      09/25/08
                        

                    	
                      95,604,350.90
                        

                    
	
                      09/25/08
                        

                    	
                      10/25/08
                        

                    	
                      91,411,030.91
                        

                    
	
                      10/25/08
                        

                    	
                      11/25/08
                        

                    	
                      87,414,630.66
                        

                    
	
                      11/25/08
                        

                    	
                      12/25/08
                        

                    	
                      83,605,254.35
                        

                    
	
                      12/25/08
                        

                    	
                      01/25/09
                        

                    	
                      79,973,533.28
                        

                    
	
                      01/25/09
                        

                    	
                      02/25/09
                        

                    	
                      76,510,596.49
                        

                    
	
                      02/25/09
                        

                    	
                      03/25/09
                        

                    	
                      73,208,043.12
                        

                    
	
                      03/25/09
                        

                    	
                      04/25/09
                        

                    	
                      70,057,916.33
                        

                    
	
                      04/25/09
                        

                    	
                      05/25/09
                        

                    	
                      65,471,653.37
                        

                    
	
                      05/25/09
                        

                    	
                      06/25/09
                        

                    	
                      47,655,852.01
                        

                    
	
                      06/25/09
                        

                    	
                      07/25/09
                        

                    	
                      45,920,140.20
                        

                    
	
                      07/25/09
                        

                    	
                      08/25/09
                        

                    	
                      44,248,445.41
                        

                    
	
                      08/25/09
                        

                    	
                      09/25/09
                        

                    	
                      42,638,350.30
                        

                    
	
                      09/25/09
                        

                    	
                      10/25/09
                        

                    	
                      41,087,532.33
                        

                    
	
                      10/25/09
                        

                    	
                      11/25/09
                        

                    	
                      39,593,759.83
                        

                    
	
                      11/25/09
                        

                    	
                      12/25/09
                        

                    	
                      38,154,888.24
                        

                    
	
                      12/25/09
                        

                    	
                      01/25/10
                        

                    	
                      36,768,856.57
                        

                    
	
                      01/25/10
                        

                    	
                      02/25/10
                        

                    	
                      0.00
                        

                    
	
                      02/25/10
                        

                    	
                      03/25/10
                        

                    	
                      0.00
                        

                    
	
                      03/25/10
                        

                    	
                      04/25/10
                        

                    	
                      0.00
                        

                    
	
                      04/25/10
                        

                    	
                      05/25/10
                        

                    	
                      0.00
                        

                    
	
                      05/25/10
                        

                    	
                      06/25/10
                        

                    	
                      0.00
                        

                    
	
                      06/25/10
                        

                    	
                      07/25/10
                        

                    	
                      0.00
                        

                    
	
                      07/25/10
                        

                    	
                      08/25/10
                        

                    	
                      0.00
                        

                    
	
                      08/25/10
                        

                    	
                      09/25/10
                        

                    	
                      0.00
                        

                    
	
                      09/25/10
                        

                    	
                      10/25/10
                        

                    	
                      0.00
                        

                    
	
                      10/25/10
                        

                    	
                      11/25/10
                        

                    	
                      0.00
                        

                    
	
                      11/25/10
                        

                    	
                      12/25/10
                        

                    	
                      0.00
                        

                    
	
                      12/25/10
                        

                    	
                      01/25/11
                        

                    	
                      0.00
                        

                    
	
                      01/25/11
                        

                    	
                      02/25/11
                        

                    	
                      0.00
                        

                    


            

             

          

          *subject
            to adjustment in accordance with
            the relevant Business Day Convention.

           

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        

          (Multicurrency-Cross
            Border) 

          ISDAâ

          


          International
            Swap Dealers Association, Inc.

          


          MASTER
            AGREEMENT

          


          dated
            as
            of June 29, 2006

          


          
            	
                    LEHMAN
                      BROTHERS 

                    SPECIAL
                      FINANCING INC.

                  	 	
                    DEUTSCHE
                      BANK NATIONAL TRUST COMPANY,
                      NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS CAP
                      TRUSTEE WITH
                      RESPECT TO THE CAP TRUST
                      RELATING TO THE
                      FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED CERTIFICATES,
                      SERIES 2006-FF8

                  


          

           

          have
            entered and/or anticipate entering into one or more transactions (each
            a
“Transaction”) that are or will be governed by this Master Agreement, which
            includes the schedule (the “Schedule”), and the documents and other confirming
            evidence (each a “Confirmation”) exchanged between the parties confirming those
            Transactions.

           

          Accordingly,
            the parties agree as follows:3⁄4

           

          
            
              	
                      1.

                    	
                      Interpretation

                    
	 	 
	
                      (a)

                    	
                      Definitions.
                        The terms defined in Section 14 and in the Schedule will
                        have the meanings
                        therein specified for the purpose of this Master Agreement.
                        

                    
	 	 
	
                      (b)

                    	
                      Inconsistency. 
                        In
                        the event of any inconsistency between the provisions of
                        the Schedule and
                        the other provisions of this Master Agreement, the Schedule
                        will prevail.
                        In the event of any inconsistency between the provisions
                        of any
                        Confirmation and this Master Agreement (including the Schedule),
                        such
                        Confirmation will prevail for the purposes of the relevant
                        Transaction.

                    
	 	 
	
                      (c)

                    	
                      Single
                        Agreement.
                        All Transactions are entered into in reliance on the fact
                        that this Master
                        Agreement and all Confirmations form a single agreement between
                        the
                        parties (collectively referred to as this “Agreement”), and the parties
                        would not otherwise enter into any Transactions.

                    
	 	 
	
                      2.

                    	
                      Obligations

                    
	 	 
	
                      (a)

                    	
                      General
                        Conditions.

                    


            

          

           

          (i)
            Each
            party will make each payment or delivery specified in each Confirmation
            to be
            made by it, subject to the other provisions of this Agreement.

           

          (ii)
            Payments under this Agreement will be made on the due date for value
            on that
            date in the place of the account specified in the relevant Confirmation
            or
            otherwise pursuant to this Agreement, in freely transferable funds and
            in
            the manner customary for
            payments in the required currency.
            Where settlement is by delivery (that is, other than by payment), such
            delivery
            will be made for receipt on the due date in the manner customary for
            the
            relevant obligation unless otherwise specified in the relevant Confirmation
            or
            elsewhere in this Agreement.

           

          (iii)
            Each obligation of each party under Section 2(a)(i) is subject to (1)
            the
            condition precedent that no Event of Default or Potential Event of Default
            with
            respect to the other party has occurred and is continuing, (2) the condition
            precedent that no Early Termination Date in respect of the relevant Transaction
            has occurred or been effectively designated and (3) each other applicable
            condition precedent specified in this Agreement.

           

          value
            of
            that which was (or would have been) required to be delivered as of the
            originally scheduled date for delivery, in each case together with (to
            the
            extent permitted under applicable law) interest, in the currency of such
            amounts, from (and including) the date
            such
            amounts or obligations were or
            would
            have been
            required to have been paid or performed to (but excluding) such
            Early Termination Date, at the Applicable Rate. Such amounts of interest
            will be
            calculated on the basis of daily compounding and the actual number of
            days
            elapsed. The fair market value of any obligation referred to in clause
            (b) above
            shall be reasonably determined by the party obliged to make the determination
            under Section 6(e) or, if each party is so obliged, it shall be the average
            of
            the Termination Currency Equivalents of the fair market values reasonably
            determined by both parties.

           

          IN
            WITNESS WHEREOF the parties have executed this document on the respective
            dates
            specified below with effect from the date specified on the first page
            of this
            document.

           

          
            	
                    LEHMAN
                      BROTHERS 

                    SPECIAL
                      FINANCING INC.

                  	 	
                    DEUTSCHE
                      BANK NATIONAL TRUST COMPANY, NOT
                      IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
                      CAP
                      TRUSTEE WITH
                      RESPECT TO THE
                      CAP TRUST RELATING
                      TO
                      THE FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED
                      CERTIFICATES, SERIES 2006-FF8

                  
	
                    (Name
                      of Party)

                  	 	
                    (Name
                      of Party)

                  
	
                     

                     

                     

                  	 	 
	 	 	 
	
                    Name:

                  	 	
                    Name:

                  
	
                    Title:

                  	 	
                    Title:

                  
	
                    Date:

                  	 	
                    Date:

                  


          

          


          

            Copyright
              ã
              1992 by
              International Swap Dealers Association, Inc.

          

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



          Revised
            3/7/02 

          (Multicurrency-Cross
            Border)

          


          SCHEDULE

          to
            the

          Master
            Agreement

          dated
            as
            of June 29, 2006

          between
            

          LEHMAN
            BROTHERS SPECIAL FINANCING INC.
            (“Party
            A”), 

          a
            corporation organized under the laws of 

          the
            State
            of Delaware 

          and

          DEUTSCHE
            BANK NATIONAL TRUST COMPANY, NOT
            IN
            ITS INDIVIDUAL CAPACITY, BUT SOLELY AS CAP
            TRUSTEE WITH
            RESPECT TO
            THE CAP TRUST RELATING
            TO
            THE FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED CERTIFICATES,
            SERIES 2006-FF8
            (“Party
            B”)

          


          All
            terms used herein and not otherwise defined are given their meaning in
            the
            Pooling and Servicing Agreement dated as of June 1, 2006 First Asset
            Securities
            Corp. as Depositor, National City Home Loan Services, Inc. as Servicer
            and
            Deutsche Bank National Trust Company as Trustee (the “Pooling and Servicing
            Agreement”).

          


          Part
            1: Termination Provisions

          


          In
            this
            Agreement:-

          


          
            	
                    (a)

                  	
                    “Specified
                      Entity”
                      means in relation to Party A for the purpose
                      of:-

                  


          

           

          

            
              	 	
                      Section
                        5(a)(v),

                    	 	
                      Not
                        applicable.

                    
	 	
                      Section
                        5(a)(vi),

                    	 	
                      Not
                        applicable.

                    
	 	
                      Section
                        5(a)(vii),

                    	 	
                      Not
                        applicable.

                    
	 	
                      Section
                        5(b)(iv),

                    	 	
                      Not
                        applicable.

                    
	 	 	 	 
	
                       

                    	
                       

                    	
                      and
                        in relation to Party B for the purpose of:-  

                    
	 	 	 	 
	 	
                      Section
                        5(a)(v),

                    	 	
                      Not
                        applicable.

                    
	 	
                      Section
                        5(a)(vi),

                    	 	
                      Not
                        applicable.

                    
	 	
                      Section
                        5(a)(vii),

                    	 	
                      Not
                        applicable.

                    
	 	
                      Section
                        5(b)(iv),

                    	 	
                      Not
                        applicable.

                    


            

          

           

          
            	
                    (b)

                  	
                    “Specified
                      Transaction”
                      will have the meaning specified in Section
                      14
                      of
                      this Agreement. 

                  


          

          


          
            	
                    (c)
                      

                  	
                    Events
                      of Default:

                  


          

          


          (i)     The
            “Breach
            of Agreement”
            provisions of Section 5(a)(ii) will apply to Party A and will not apply
            to Party
            B.

          


          (ii)             
            The
            “Credit
            Support Default”
            provisions of Section 5(a)(iii) will apply to Party A and will not apply
            to
            Party B. 

          


          (iii)            
            The
            “Misrepresentation”
            provisions of Section 5(a)(iv) will not apply to Party A and will not
            apply to
            Party B.

          


          (iv)            
            The
            “Default
            under Specified Transaction”
            provisions of Section 5(a)(v) will not apply to Party A and will not
            apply to
            Party B.

          


          (v)             
            “Cross
            Default”
            provisions of Section
            5(a)(vi)
            will not
            apply to Party A and will not apply to Party B.

          


          (vi)            
            Clause
            (2) of the “Bankruptcy”
            provisions of Section 5(a)(vii) will not apply to Party B with respect
            to its
            inability to pay its subordinated debt.

          


          
            	
                    (d)

                  	
                    Termination
                      Events:

                  


          

          


          (i)              
            The
            “Credit
            Event Upon Merger”
            provisions of Section
            5(b)(iv)
            will not
            apply to Party A and will not apply to Party B.

          


          
            	
                    (e)

                  	
                    The
                      “Automatic
                      Early Termination”
                      provision of Section
                      6(a)
                      will not apply to Party A and will not apply to Party
                      B.

                  


          

          


          
            	
                    (f) 

                  	
                    Payments
                      on Early Termination.
                      For the purpose of Section
                      6(e)
                      of
                      this Agreement, Market Quotation and Second Method will apply.
                      

                  


            	 	 


            	(g) 	
                    “Termination
                      Currency”
                      means USD.

                  


          

           

          
            	
                    (h)

                  	
                    Additional
                      Termination Events
                      will apply. Each of the following shall constitute an Additional
                      Termination Event:

                  


          

          


          (A)
            Payment
            of Notes prior to Termination Date.
            

          


          (i)
            If,
            at any time, the Terminator (as defined in the Pooling and Servicing
            Agreement)
            purchases the Mortgage Loans pursuant to Section 10.01 of the Pooling
            and
            Servicing Agreement, then an Additional Termination Event shall have
            occurred
            with respect to Party B with Party B as the sole Affected Party with
            respect to
            such Additional Termination Event. Notwithstanding the provisions of
            section
            6(b)(iv) of this Agreement, either Party A or Party B may designate an
            Early
            Termination Date in respect of this Additional Termination Event;
            provided,
            further,
            that such Early Termination Date shall not be prior to the final Distribution
            Date.

          


          (ii)
            If
            the Trustee is unable to pay to its Class A Certificates or fails or
            admits in
            writing its inability to pay its Class A Certificates (a) on any related
            Monthly
            Interest Distributable Amount or (b) with respect to any amount in respect
            of
            principal required to be paid pursuant to the terms of the Pooling and
            Servicing
            Agreement, then an Additional Termination Event shall have occurred with
            respect
            to Party B with Party B as the sole Affected Party with respect to such
            Additional Termination Event.

           

          (B) Approved
            Ratings Threshold.
            Upon
            the
            occurrence of a Collateralization Event (as defined below) if Party A
            has not,
            within 30 days after such ratings downgrade (unless, within 30 days after
            such
            downgrade, each such Rating Agency has reconfirmed the rating of the
            Certificates and any notes backed by the Certificates (the “Notes”) which was in
            effect immediately prior to such downgrade without regard to any financial
            guarantee insurance policy, if applicable, unless the rating of the Certificates
            and any Notes was changed due to a circumstance other than the downgrading
            of
            Party A's (or its Credit Support Providers’ rating), complied with one of the
            four solutions listed below, then an Additional Termination Event shall
            have
            occurred with respect to Party A and Party A shall be the sole Affected
            Party
            with respect to such Additional Termination Event. 

          


          In
            the
            event that (A) either (i) the unsecured, long-term senior debt obligations
            of
            Party A (or its Credit Support Provider) are rated below “A1” by Moody's or are
            rated “A1” by Moody's and such rating is on watch for possible downgrade (but
            only for so long as it is on watch for possible downgrade) or (ii) the
            unsecured, short-term debt obligations of Party A (or its Credit Support
            Provider) are rated below “P-1” by Moody's or are rated “P-1” by Moody's and
            such rating is on watch for possible downgrade (but only for so long
            as it is on
            watch for possible downgrade), (B) no short-term rating is available
            from
            Moody’s and the unsecured, long-term senior debt obligations of Party A (or
            its
            Credit Support Provider) are rated below "Aa3" by Moody's or are rated
“Aa3” by
            Moody's and such rating is on watch for possible downgrade (but only
            for so long
            as it is on watch for possible downgrade), or (C) either (i) the unsecured,
            short-term debt obligations of Party A (or its Credit Support Provider)
            are
            rated below “A-1” by S&P or (ii) if Party A (or its Credit Support Provider)
            does not have a short-term rating from S&P, the unsecured, long-term senior
            debt obligations of Party A (or its Credit Support Provider) are rated
            below
“A+” by S&P (such event a “Collateralization Event”), then, Party A, at its
            own cost and subject to Rating Agency Condition (other than with respect
            to
            sub-clause (iii) below), shall within 30 days either (i) cause another
            entity to
            replace Party A as party to this Agreement that satisfies the Swap Counterparty
            Ratings Requirement and that is approved by the Trustee (which approval
            shall
            not be unreasonably withheld) on terms substantially similar to this
            Agreement;
            (ii) obtain a guaranty of, or a contingent agreement of another person
            that
            satisfies the Swap Counterparty Ratings Requirement),
            to
            honor Party A's obligations under this Agreement, provided that such
            other
            person is approved by the Trustee such approval not to be unreasonably
            withheld;
            (iii) post collateral in accordance with the Credit Support Annex attached
            hereto; or (iv) establish any other arrangement satisfactory to the applicable
            Rating Agency which will be sufficient to restore the immediately prior
            ratings
            of the Certificates and any Notes without regard to any financial guarantee
            policy, if applicable, that satisfies the Swap Counterparty Ratings
            Requirements. If
            Party A posts collateral in any circumstance described in this paragraph,
            and if
            required at the time by S&P or necessary to satisfy the Rating Agency
            Condition, concurrently with such delivery of Eligible Collateral, Party
            A shall
            cause its outside counsel to deliver to Party B an opinion in form and
            substance
            acceptable to S&P, as to the enforceability, perfection and priority of
            Party B’s security interest in such Eligible Collateral in all relevant
            jurisdictions (i.e., that, notwithstanding Party A’s insolvency, the collateral
            will be available to meet swap obligations free from any preference claim
            or
            moratorium). All collateral posted by Party A shall be returned to Party
            A
            immediately upon Party A securing a substitute counterparty that satisfies
            the
            Swap Counterparty Ratings Requirements. 

          


          “Swap
            Counterparty Ratings Requirement"
            shall mean (a) either (i) the unsecured, short-term debt obligations
            of the
            substitute counterparty (or its Credit Support Provider) are rated at
            least
            "A-1" by S&P or (ii) if the substitute counterparty does not have a
            short-term rating from S&P, the unsecured, long-term senior debt obligations
            of the substitute counterparty (or its Credit Support Provider) are rated
            at
            least "A+" by S&P, and (b) either (i) the unsecured, long-term senior debt
            obligations of such substitute counterparty (or its Credit Support Provider)
            are
            rated at least "A1" by Moody's (and if rated "A1" by Moody's, such rating
            is not
            on watch for possible downgrade) and the unsecured, short-term debt obligations
            of such substitute counterparty (or its Credit Support Provider) are
            rated at
            least "P-1" by Moody's (and if rated "P-1" by Moody's, such rating is
            not on
            watch for possible downgrade and remaining on watch for possible downgrade),
            or
            (ii) if such substitute counterparty (or its Credit Support Provider)
            does not
            have a short-term debt rating from Moody's, the unsecured, long-term
            senior debt
            obligations of such substitute counterparty (or its Credit Support Provider)
            are
            rated at least "Aa3" by Moody's (and if rated "Aa3" by Moody's, such
            rating is
            not on watch for possible downgrade).

           

          (C)
            Ratings
            Event.
            Upon the
            occurrence of a Ratings Event (as defined below) Party A has not, within
            10 days
            after such rating withdrawal or downgrade (unless, within 10 days after
            such
            withdrawal or downgrade, each such Rating Agency has reconfirmed the
            rating of
            the Certificates and any Notes which was in effect immediately prior
            to such
            withdrawal or downgrade without regards to any financial guarantee insurance
            policy, if applicable unless the rating of the Certificates and the Notes
            was
            changed due to a circumstance other than the withdrawal or downgrading
            of Party
            A's (or its Credit Support Provider’s) rating), complied with one of the
            solutions listed below, then an Additional Termination Event shall have
            occurred
            with respect to Party A and Party A shall be the sole Affected Party
            with
            respect to such Additional Termination Event.

          


          It
            shall
            be a ratings event (“Ratings Event”) if at any time after the date hereof Party
            A shall fail to satisfy the Swap Counterparty Ratings Threshold. “Swap
            Counterparty Ratings Threshold” shall mean that both (A) the unsecured,
            long-term senior debt obligations of Party A (or its Credit Support Provider)
            are rated at least “BBB-” by S&P, and (B) either (i) the unsecured,
            long-term senior debt obligations of Party A (or its Credit Support Provider)
            are rated at least “A2" by Moody’s (including if such rating is on watch for
            possible downgrade) and the unsecured, short-term debt obligations of
            Party A
            (or its Credit Support Provider) are rated at least “P-1” by Moody’s (including
            if such rating is on watch for possible downgrade) or (ii) if Party A
            (or its
            Credit Support Provider) does not have a short-term rating from Moody’s, the
            unsecured, long-term senior debt obligations of Party A (or its Credit
            Support
            Provider) are rated at least “A1” by Moody’s (including if such rating is on
            watch for possible downgrade).

          


          Following
            a Ratings Event, Party A shall take the following actions at
            its own expense and subject to the Rating Agency Condition (other than
            with
            respect to sub-clause (A) hereafter), (A) immediately post collateral
            in
            accordance with the Credit Support Annex attached hereto (until such
            time as it
            has secured a substitute counterparty or a guarantor that satisfies the
            Swap
            Counterparty Ratings Requirement), and (B) not later than 10 days after
            the
            occurrence of such a downgrade or withdrawal by S&P
            or Moody’s,
            either (I) assign all of its rights and obligations under the Transactions
            to a
            counterparty that satisfies the Swap Counterparty Ratings Requirement
            or whose
            guarantor satisfies the Swap Counterparty Ratings Requirement pursuant
            to
            documentation substantially similar to the documentation then in place
            and
            subject to prior notification to the Rating Agencies, or (II) provide
            a guaranty
            from a guarantor that satisfies the Swap Counterparty Ratings Requirement
            pursuant to documentation substantially similar to the documentation
            then in
            place and subject to prior notification to the Rating Agencies.

          


          The
            occurrence of the Additional Termination Event described in Part 1(h)(A)
            and (B)
            shall have no effect on Party A’s obligation to undertake the steps set forth
            hereunder in the event Party B does not exercise its right to terminate
            hereunder. Notwithstanding the foregoing, in the event that S&P
            has other published criteria with respect to the downgrade of a counterparty
            in
            effect at the time of such a downgrade of Party A, Party A shall be entitled
            to
            elect to take such other measures specified in such published criteria
            subject
            to the satisfaction of the Rating Agency Condition.

           

          (D)
            Amendment or Supplement
            to Pooling and Servicing Agreements without Party
            A’s
            Prior Written Consent.
            Party B
            enters into an amendment or supplement to the Pooling and Servicing Agreement
            or
            other modification to the Pooling and Servicing Agreement that could
            reasonably
            be expected to have a material adverse effect on Party A without prior
            notice to Party A and the prior written consent of Party A
            (such
            consent not to be unreasonably withheld or delayed). For
            the
            purpose of the foregoing Additional Termination Event, Party B shall
            be the sole
            Affected Party. 

           

          (E)
            Return
            of Collateral.
            Party B
            or its Custodian fails to transfer any Return Amount pursuant to the
            terms of
            the Credit Support Annex following any applicable notice, cure and grace
            periods
            provided for thereunder. For the purpose of the foregoing Termination
            Event,
            Party B shall be the sole Affected Party.

          


           

          Part
            2: Tax Representations

          


          
            	
                    (a)

                  	
                    Payer
                      Tax Representations.
                      For the purpose of Section
                      3(e)
                      of
                      this Agreement, Party A and Party B will each make the following
                      representation:

                  


          

          


          It
            is not
            required by any applicable law, as modified by the practice of any relevant
            governmental revenue authority, of any Relevant Jurisdiction to make
            any
            deduction or withholding for or on account of any Tax from any payment
            (other
            than interest under Sections
            2(e),
            6(d)(ii)
            or
6(e)
            of this
            Agreement) to be made by it to the other party under this Agreement.
            In making
            this representation, it may rely on (i) the accuracy of any representation
            made
            by the other party pursuant to Section
            3(f)
            of this
            Agreement, (ii) the satisfaction(s) of the agreement of the other party
            contained in Section
            4(a)(i)
            or
4(a)(iii)
            of this
            Agreement and the accuracy and effectiveness of any document provided
            by the
            other party pursuant to Section
            4(a)(i)
            or
4(a)(iii)
            of this
            Agreement; and (iii) the satisfaction of the agreement of the other party
            contained in Section
            4(d)
            of this
            Agreement, provided that it shall not be a breach of this representation
            where
            reliance is placed on clause (ii) and the other party does not deliver
            a form or
            document under Section
            4(a)(iii)
            of this
            Agreement by reason of material prejudice to its legal or commercial
            position.

           

          
            	(b)	
                    Payee
                      Tax Representations.
                      

                  


          

          


          For
            the
            purpose of Section
            3(f)
            of this
            Agreement, Party A represents that it is a corporation duly organized
            and
            validly existing under the laws of the State of Delaware and Party B
            represents
            that it is a
“United
            States person” as such term is defined in Section 7701(a)(30) of the Internal
            Revenue Code of 1986, as amended. 

          


          
            	(c)	
                    Tax
                      Representations in Confirmations. For
                      purposes of Sections
                      2(d)(i)(4)
                      and 3(f),
                      any payee tax representation specified in a Confirmation under
                      this
                      Agreement shall be deemed to be specified in this
                      Schedule.

                  


          

           

          
            	
                    (d)

                  	
                    Deduction
                      or Withholding for Tax.
                      The provisions of Section 2(d)(i)(4) and 2(d)(ii) will not
                      apply to Party
                      B and Party B shall not be required to pay any additional amounts
                      referred
                      to therein.

                  


          

           

           

          Part
            3: Agreement to Deliver Documents

          


          For
            the
            purpose of Sections
            4(a)(i)
            and
            (ii)
            of this
            Agreement, each party agrees to deliver the following documents, as
            applicable:-

          


          
            	(a)	
                    Tax
                      forms, documents or certificates to be delivered
                      are:-

                  


          

          


          
            	
                    Party
                      required to
                      deliver document

                  	
                    Form/Document/

                    Certificate

                  	
                    Date
                      by which 

                    to
                      be Delivered

                  
	
                     

                    Party
                      A and Party B

                  	
                     

                    Forms
                      and/or documents described in Section
                      4(a)(iii)
                      of
                      the Agreement.

                  	
                     

                    Upon
                      reasonable demand by the other
                      party.

                  


          

          


          
            	(b)	
                    Other
                      documents to be delivered are:-

                  


          

          


          
            	
                    Party
                      required 

                    to
                      deliver

                    document

                  	
                    Form/Document/

                    Certificate

                  	
                    Date
                      by which 

                    to
                      be Delivered

                  	
                    Covered
                      by

                    Section
                      3(d)

                  
	 	 	 	 
	
                    Party
                      A and Party B

                  	
                    For
                      each party, an incumbency certificate with respect to each
                      signatory to
                      this Agreement and the Credit Support Documents.

                  	
                    Upon
                      execution of this Agreement.

                  	
                    Yes

                  
	 	 	 	 
	
                    Party
                      A 

                  	
                    A
                      copy of the annual report of its Credit Support Provider containing
                      audited consolidated financial statements for such fiscal year
                      certified
                      by independent public accountants and prepared in accordance
                      with
                      generally accepted accounting principles consistently
                      applied.

                  	
                    Upon
                      request.

                  	
                    Yes

                  
	 	 	 	 
	
                    Party
                      A 

                  	
                    For
                      its most recent fiscal quarter, a copy of the unaudited financial
                      statements of its Credit Support Provider, prepared in accordance
                      with
                      generally accepted accounting principles consistently
                      applied.

                  	
                    Upon
                      request.

                  	
                    Yes

                  
	 	 	 	 
	
                    Party
                      A and Party B

                  	
                    (i)
                      In the case of Party A, a copy of the resolutions or other
                      action of the
                      board of directors of each of Party A and its Credit Support
                      Provider and
                      (ii) in the case of Party B, (x) Evidence of authority of Party
                      B or its
                      Credit Support Provider, the Pooling and Servicing Agreement
                      or other
                      document of Party B, pursuant to which Party B is authorized
                      to enter into
                      this Agreement, each Credit Support Document to which it is
                      a party, and
                      each Transaction from time to time entered into hereunder (the
                      “Authorizing Resolution”). 

                  	
                    Upon
                      execution of this Agreement.

                  	
                    Yes

                  
	 	 	 	 
	
                    Party
                      A

                  	
                    A
                      guarantee of Lehman Brothers Holdings Inc. (“Holdings”) substantially in
                      the form of Exhibit
                      A
                      to
                      this Schedule.

                  	
                    Upon
                      execution of this Agreement

                  	
                    No

                  
	 	 	 	 
	
                    Party
                      B

                  	
                    An
                      opinion of counsel to Party B substantially in the form of
Exhibit
                      B
                      to
                      this Schedule. 

                  	
                    Upon
                      execution of this Agreement

                  	
                    No

                  
	 	 	 	 
	
                    Party
                      A

                  	
                    An
                      opinion of counsel to Party A substantially in the form of
Exhibit
                      C
                      to
                      this Schedule. 

                  	
                    Upon
                      execution of this Agreement

                  	
                    No

                  
	 	 	 	 
	
                    Party
                      B

                  	
                    Filings
                      of Reports by Trustee

                  	
                    In
                      accordance with Pooling and Servicing Agreement.

                  	
                    Yes

                  


          

          


          


          Part
            4: Miscellaneous

           

          
            
              	(a)	
                      Addresses
                        for Notices.
                        For the purpose of Section
                        12(a)
                        of this Agreement:-

                    	 
	 	 	 
	 	Address
                      for
                      notices or communications to Party A:-	 
	 	 	 	 
	 	
                      Address:

                    	
                      Lehman
                        Brothers Special Financing Inc.

                    	 
	 	
                       

                    	
                      c/o
                        Lehman Brothers Inc. 

                    	 
	 	
                       

                    	
                      Corporate
                        Advisory Division

                    	 
	 	
                       

                    	
                      Transaction
                        Management Group

                    	 
	 	 	
                      745
                        Seventh Avenue

                    	 
	 	 	
                      New
                        York, New York 10019

                    	 
	 	 	 	 
	 	
                      Attention:

                    	
                      Documentation
                        Manager

                    	 
	 	
                      Telephone
                        No.:

                    	
                      (212)
                        526-7187

                    	 
	 	
                      Facsimile
                        No.:

                    	
                      (212)
                        526-7672

                    	 
	 	 	
                      For
                        all purposes.

                    	
                       

                    
	 	 	 	 
	 	
                      Address
                        for notices or communications to Party B:-

                    	 
	 	 	 	 
	 	
                      Address:

                    	
                      Deutsche
                        Bank National Trust Company

                    	
                       

                    
	 	
                       

                    	
                      1761
                        East Saint Andrew Place

                    	 
	 	
                       

                    	
                      Santa
                        Ana, CA 92705

                    	 
	 	 	 	 
	 	
                      Attention:

                    	
                      First
                        Franklin 2006-FF8 Cap reference: GC06Z

                    	 
	 	
                      Telephone
                        No.:

                    	
                      (714)
                        247-6000

                    	 
	 	
                      Facsimile
                        No.:

                    	
                      (714)
                        244-6285

                    	 
	 	 	 	 
	 	
                       

                    	
                      For
                        all purposes.

                    	 


            

          

           

          

            
              	
                      (b)

                    	
                      Process
                        Agent.
                        For the purpose of Section
                        13(c)
                        of this Agreement:-

                    
	 	 
	 	
                      Party
                        A appoints as its Process Agent: Not applicable.

                    
	 	
                      Party
                        B appoints as its Process Agent: Not applicable.

                    
	 	 
	
                      (c)

                    	
                      Offices.
                        The provisions of Section
                        10(a)
                        will apply to this Agreement.

                    
	 	 
	
                      (d)

                    	
                      Multibranch
                        Party.
                        For the purpose of Section
                        10(c)
                        of
                        this Agreement:-

                    
	 	 
	 	
                      Party
                        A is not a Multibranch Party.

                    
	 	
                      Party
                        B is not a Multibranch Party.

                    
	 	 
	
                      (e)

                    	
                      Calculation
                        Agent.
                        The Calculation Agent is Party A.

                    
	 	 
	
                      (f)

                    	
                      Credit
                        Support Document. 

                    
	 	 
	 	
                      In
                        the case of Party A: (1) A guarantee of Party A's obligations
                        hereunder
                        substantially in the form annexed hereto as Exhibit
                        A
                        to
                        this Schedule. (2) The Credit Support Annex which supplements,
                        forms part
                        of, and is subject to this Agreement.

                    
	 	 
	 	
                      In
                        the case of Party B: the Pooling and Servicing Agreement.
                        

                    
	 	 
	
                      (g)

                    	
                      Credit
                        Support Provider. 

                    
	 	 
	 	
                      Credit
                        Support Provider means in relation to Party A: Lehman Brothers
                        Holdings
                        Inc.

                    
	 	 
	 	
                      Credit
                        Support Provider means in relation to Party B: None.

                    
	 	 
	
                      (h)

                    	
                      Governing
                        Law. This
                        Agreement will be governed by and construed in accordance
                        with the laws of
                        the State of New York (without reference to choice of law
                        doctrine other
                        than Sections 5-1401 and 5-1402 of the New York General Obligations
                        Law).

                    
	 	 
	
                      (i)

                    	
                      Jurisdiction. Section
                        13(b)
                        is
                        hereby amended by: (i) deleting in the second line of subparagraph
                        (i)
                        thereof the word “non-”; and (ii) deleting the final paragraph
                        thereof.

                    
	 	 
	
                      (j)

                    	
                      Netting
                        of Payments. Subparagraph
                        (ii)
                        of
                        Section
                        2(c)
                        of
                        this Agreement will apply.

                    
	 	 
	
                      (k)

                    	
                      “Affiliate”
                        will
                        have the meaning specified in Section
                        14
                        of
                        this Agreement, except that Party B shall be deemed to have
                        no Affliates
                        and; provided,
                        however,
                        that with respect to Party A, such definition shall be understood
                        to
                        exclude Lehman Brothers Derivative Products Inc. and Lehman
                        Brothers
                        Financial Products Inc.

                    


            

          

           

           

          Part
            5: Other Provisions

          


          
            	
                     (a)

                  	
                    Accuracy
                      of Specified Information. Section
                      3(d)
                      is
                      hereby amended by inserting in the third line thereof after
                      the words “in
                      every material respect” and before the period the phrase “or, in the case
                      of audited or unaudited financial statements, a fair presentation,
                      in all
                      material respects, of the financial condition of the relevant
                      person.”

                  


          

          


          
            	
                    (b)

                  	
                    No
                      Violation or Conflict Representation. Section
                      3(a)(iii)
                      is
                      hereby amended by inserting in the second line thereof after
                      the words
                      “constitutional documents” and before the words “, any order or judgment”
                      the phrase “(including, but not limited to, the Pooling and Servicing
                      Agreement, as amended, and any and all resolutions, investment
                      policies,
                      guidelines, procedures or restrictions).”; provided,
                      such amendment shall be applicable only with respect to the
                      Representations of Party B.

                  


          

          


          
            	
                    (c)

                  	
                    Representations. Section
                      3
                      is
                      hereby amended by adding the following subsections after subsection
                      (f)
                      thereof:

                  


          

          


          
            	 	
                    (g)

                  	
                    No
                      Agency. It
                      is entering into this Agreement, any Credit Support Document
                      to which it
                      is a party, and each Transaction, and any other documentation
                      relating to
                      this Agreement or any Transaction, as principal (and not as
                      agent or in
                      any other capacity, fiduciary or
                      otherwise).

                  


          

          


          
            	 	
                    (h)

                  	
                    Eligible
                      Contract Participant.
                      It
                      is an “eligible contract participant” within the meaning of Section 1a(12)
                      of the Commodity Exchange Act, as
                      amended.

                  


          

          


          
            	 	
                    (i)

                  	
                    Non-Reliance.
                      It
                      is acting for its own account, and it has made its own independent
                      decisions to enter into each Transaction and as to whether
                      that
                      Transaction is appropriate or proper for it based upon its
                      own judgment
                      and upon advice from such advisers as it has deemed necessary.
                      It is not
                      relying on any communication (written or oral) of the other
                      party as
                      investment advice or as a recommendation to enter into that
                      Transaction;
                      it being understood that information and explanations related
                      to the terms
                      and conditions of a Transaction shall not be considered investment
                      advice
                      or a recommendation to enter into that Transaction. No communication
                      (written or oral) received from the other party shall be deemed
                      to be an
                      assurance or guarantee as to the expected results of that
                      Transaction.

                  


          

          


          
            	 	
                    (j)

                  	
                    Assessment
                      and Understanding.
                      It
                      is capable of assessing the merits of and understanding (on
                      its own behalf
                      or through independent professional advice), and understands
                      and accepts,
                      the terms, conditions and risks of that Transaction. It is
                      also capable of
                      assuming, and assumes, the risks of that
                      Transaction.

                  


          

          


          
            	 	
                    (k)

                  	
                    Status
                      of Parties.
                      The other party is not acting as a fiduciary for or an adviser
                      to it in
                      respect of that Transaction.

                  


          

           

          
            	(d)	
                    Third-Party
                      Beneficiary.
                      Party B agrees with Party A that Party A shall be an express
                      third-party
                      beneficiary of the Pooling and Servicing Agreement. 

                  


          

          


          
            	
                    (e)

                  	
                    Set-off.
                      Notwithstanding any provision of this Agreement or any other
                      existing or
                      future agreements, each of Party A and Party B irrevocably
                      waives as to
                      itself any and all contractual rights it may have to set-off,
                      net, recoup
                      or otherwise withhold or suspend or condition its payment or
                      performance
                      of any obligation to the other party under this Agreement against
                      any
                      obligation of one party hereto to the other party hereto arising
                      outside
                      of this Agreement (which Agreement includes, without limitation,
                      the
                      Master Agreement to which this Schedule is attached, this Schedule,
                      the
                      Confirmations and any Credit Support Document). For the avoidance
                      of
                      doubt, this provision shall not cause Party A or Party B to
                      waive any
                      right it may have to net payments in respect of the same transaction.
                      The
                      provisions for Set-Off set forth in Section 6(e) shall not
                      apply.

                  


          

          


          
            	
                    (f)

                  	
                    Transfer
                      and Assignment.
                      Notwithstanding anything to the contrary in Section
                      7
                      of
                      the Agreement, Party A may assign its rights and obligations
                      under the
                      Agreement, in whole or in part, to any Affiliate of Holdings
                      (an
                      “Assignee”) effective upon delivery to Party B of the guarantee by
                      Holdings, in favor of Party B, of the obligations of such Affiliate,
                      such
                      guarantee to be substantially the same as the guarantee then
                      in effect of
                      the obligations of the transferor,. Party A will provide prior
                      written
                      notice to each Rating Agency of any such assignment.
                      

                  


          

          


          Any
            transfer pursuant to the foregoing or Section 7 of this Agreement shall
            meet the
            following requirements:

          


          1.
            No
            Event of Default or Termination Event (including, for the avoidance of
            doubt, an
            Additional Termination Event) would occur as a result of such
            transfer;

          


          2.
            Party
            A delivers to Party B both (a) an executed acceptance and assumption
            by the
            Assignee of this Agreement and all Transactions (the “Transferred Obligations”)
            and (b) an executed guarantee from Party A’s Credit Support Provider on behalf
            of the Assignee, with respect to the Transferred Obligations, substantially
            and
            in all material respects in the form of the guaranty provided hereunder;
            and

          


          3.
            As a
            result of the Transfer, on the next scheduled payment date Party B is
            not
            required to make payments (tax or otherwise) that are more than or receive
            payments (tax or otherwise) that are less than the payments that Party
            B would
            be required to make or receive under the Transactions or the Agreement
            had the
            transfer not occurred. 

          


          On
            the
            effective date of such transfer, (1) Party A shall be released from all
            obligations and liabilities arising under the Transferred Obligations;
            (2) the
            Assignee shall assume all obligations and liabilities under the Transferred
            Obligations; and (3) the Transferred Obligations shall cease to be
            Transaction(s) under this Agreement and shall be deemed to be Transaction(s)
            under the ISDA Master Agreement between Assignee and Party B.

           

          
            	
                    (g)

                  	
                    Notices.
                      For the purposes of subsections (iii)
                      and (v)
                      of Section
                      12(a),
                      the date of receipt shall be presumed to be the date sent if
                      sent on a
                      Local Business Day or, if not sent on a Local Business Day,
                      the date of
                      receipt shall be presumed to be the first Local Business Day
                      following the
                      date sent.

                  


          

          


          
            	
                    (h)

                  	
                    Service
                      of Process.
                      The third sentence of Section
                      13(c)
                      shall be amended by adding the following language at the end
                      thereof: "if
                      permitted in the jurisdiction where the proceedings are initiated
                      and in
                      the jurisdiction where service is to be
                      made."

                  


          

          


          
            	
                    (i)

                  	
                    Amendments. Section
                      9(b)
                      is
                      hereby amended by adding at the end thereof the sentence: “In addition,
                      any amendment or modification of this Agreement shall be subject
                      to the
                      Rating Agency Condition.”

                  


          

          


          
            	
                    (j)

                  	
                    Amendments
                      to Pooling and Servicing Agreement.
                      Party B will provide Party A with at least ten (10) days prior
                      written
                      notice of and obtain Party A’s prior written consent to any proposed
                      amendment, supplement or modification to its Pooling and Servicing
                      Agreement that could have a material, adverse effect on Party
                      A or that
                      could otherwise give Party A the right to terminate any Transactions
                      pursuant to the provisions of Part 1(i)(D) above.
                      

                  


          

          


          
            	
                    (k)

                  	
                    No
                      Bankruptcy Petition.
                      Party A agrees that it will not, for a period of one year (or
                      if longer,
                      the applicable preference period) and one day, after the payment
                      in full
                      of the Certificates and any Notes , acquiesce, petition, invoke
                      or
                      otherwise cause Party B, the Supplemental Interest Trust, the
                      Cap Trust,
                      or the Trust created pursuant to the Pooling and Servicing
                      Agreement to
                      invoke the process of any governmental authority for the purpose
                      of
                      commencing or sustaining a case (whether voluntary or involuntary)
                      against
                      Party B under any bankruptcy, insolvency or similar law or
                      appointing a
                      receiver, liquidator, assignee, trustee, custodian, sequestrator
                      or other
                      similar official of Party B or any substantial part of its
                      property or
                      ordering the winding-up or liquidation of the affairs of Party
                      B;
                      provided,
                      that this provision shall not restrict or prohibit Party A
                      from joining
                      any other person, including, without limitation, the Trustee,
                      in any
                      bankruptcy, reorganization, arrangement, insolvency, moratorium
                      or
                      liquidation proceedings already commenced or other analogous
                      proceedings
                      already commenced under applicable law. This provision will
                      survive the
                      termination of the Agreement

                  


          

          


          
            	
                    (l)

                  	
                    Additional
                      Definitions. Section
                      14
                      is
                      hereby amended by adding the following definitions in their
                      appropriate
                      alphabetical order:

                  


          

          


          “DBRS”
means
            Dominion Bond Rating Service Limited

          


          “Moody’s”
means
            Moody’s Investor Services, Inc.

          


          “Rating
            Agencies”
means
            DBRS, Moody’s, S&P, and any other rating agency providing a rating of any
            Certificates or Notes.

          


          “Rating
            Agency Condition”
means,
            with respect to any particular proposed act or omission to act hereunder,
            that
            the party acting or failing to act has consulted with each Rating Agency
            and has
            received from each Rating Agency a written confirmation that the proposed
            action
            or inaction would not cause such Rating Agency to downgrade or withdraw
            its
            then-current rating of any Certificates or Notes. 

          


          
            	 	
                    “S&P”
                      means Standard & Poor’s Ratings Services, a division of The
                      McGraw-Hill Companies, Inc.

                  


          

          


          “USD”
means
            United States Dollars.

          


          All
            terms
            used herein and not otherwise defined are given their meaning in the
            Pooling and
            Servicing Agreement.

          


          
            	
                    (m)

                  	
                    Waiver
                      of Trial By Jury. Insofar
                      as is permitted by law, each party irrevocably waives any and
                      all rights
                      to trial by jury in any legal proceeding in connection with
                      this agreement
                      or any transaction, and acknowledges that this waiver is a
                      material
                      inducement to the other party’s entering into this agreement and each
                      transaction hereunder.

                  


          

          


          
            	
                    (n)

                  	
                    Severability.
                      If any term, provision, covenant or condition of this Agreement,
                      or the
                      application thereof to any party or circumstance, shall be
                      held to be
                      invalid or unenforceable (in whole or in part) for any reason,
                      the
                      remaining terms, provisions, covenants and conditions hereof
                      shall
                      continue in full force and effect as if this Agreement had
                      been executed
                      with the invalid or unenforceable portion eliminated, so long
                      as this
                      Agreement as so modified continues to express, without material
                      change,
                      the original intentions of the parties as to the subject matter
                      of this
                      Agreement and the deletion of such portion of this Agreement
                      will not
                      substantially impair the respective benefits or expectations
                      of the
                      parties to this Agreement; provided,
                      however,
                      that this severability provision shall not be applicable if
                      any provision
                      of Section
                      2,
                      5,
                      6
                      or
                      13
                      (or any definition or provision in Section
                      14
                      to
                      the extent it relates to, or is used in or connection with
                      any such
                      Section) shall be held to be invalid or
                      unenforceable.

                  


          

          


          
            	
                    (o)

                  	
                    Pooling
                      and Servicing Agreement.
                      Party A hereby agrees that, notwithstanding any provision of
                      this
                      agreement to the contrary, Party B’s obligations to pay any amounts owing
                      under this Agreement shall be subject to Section 4.01 of the
                      Pooling and
                      Servicing Agreement and Party A’s right to receive payment of such amounts
                      shall be subject to Section 4.01 of the Pooling and Servicing
                      Agreement.
                      [

                  


          

          


          
            	(p)	
                    Non-Recourse.
                      Notwithstanding any provision in this Agreement to the contrary,
                      the
                      obligations of Party B hereunder are limited recourse obligations
                      of Party
                      B, payable solely from the Swap Account and the proceeds thereof,
                      in
                      accordance with the terms of the Pooling and Servicing Agreement.
                      In the
                      event that the Swap Account and proceeds thereof should be
                      insufficient to
                      satisfy all claims outstanding and following the realization
                      of the Swap
                      Account and the proceeds thereof, any claims against or obligations
                      of
                      Party B under this Agreement or any other confirmation thereunder
                      still
                      outstanding shall be extinguished and thereafter not revive.
                      Party B shall
                      not have liability for any failure or delay in making a payment
                      hereunder
                      to Party A due to any failure or delay in receiving amount
                      in the Swap
                      Account from the Trust created pursuant to the Pooling and
                      Servicing
                      Agreement. 

                  


          

          


          
            	(q)	
                    Limited
                      Liability.
                      Party A and Party B agree to the following: (a) Deutsche Bank
                      National
                      Trust Company (“Deutche Bank”) is entering into this Agreement not in its
                      individual or corporate capacity, but solely in its capacity
                      as
                      Supplemental Interest Trust Trustee under the Pooling and Servicing
                      Agreement; It is expressly understood and agreed by the parties
                      hereto
                      that (a) this Agreement is executed and delivered by Deutsche
                      Bank
                      National Trust Company (“Deutche Bank”), not individually or personally
                      but solely as Supplemental Interest Trust Trustee under the
                      Pooling and
                      Servicing Agreement, in the exercise of the powers and authority
                      conferred
                      and vested in it, (b) each of the representations, undertakings
                      and
                      agreements herein made on the part of Deutsche Bank is made
                      and intended
                      not as personal representations, undertakings and agreements
                      by Deutsche
                      Bank but is made and intended for the purpose of binding only
                      the
                      Supplemental Interest Trust, (c) nothing herein contained shall
                      be
                      construed as creating any liability on Deutsche Bank, individually
                      or
                      personally, to perform any covenant either expressed or implied
                      contained
                      herein, all such liability, if any, being expressly waived
                      by the parties
                      hereto and by any Person claiming by, through or under the
                      parties hereto,
                      and (d) under no circumstances shall Deutsche Bank be personally
                      liable
                      for the payment of any indebtedness or expenses of the Supplemental
                      Interest Trust or be liable for the breach or failure of any
                      obligation,
                      representation, warranty or covenant made or undertaken by
                      the
                      Supplemental Interest Trust Trustee under this Agreement or
                      any other
                      related documents.      

                  


          

          


           

          The
            parties executing this Schedule have executed the Master Agreement and
            have
            agreed as to the contents of this Schedule.

           

          


          
            	
                    LEHMAN
                      BROTHERS 

                    SPECIAL
                      FINANCING INC.

                  	 	
                    DEUTSCHE
                      BANK NATIONAL TRUST COMPANY, NOT
                      IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS CAP
                      TRUSTEE WITH
                      RESPECT TO
                      THE CAP TRUST RELATING
                      TO
                      THE FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED
                      CERTIFICATES, SERIES 2006-FF8

                  
	
                    Party
                      A

                  	 	
                    Party
                      B

                  
	
                     

                     

                     

                  	 	
                     

                     

                     

                     

                  
	
                    Name:

                  	 	
                    Name:

                  
	
                    Title:

                  	 	
                    Title:

                  
	
                    Date:

                  	 	
                    Date:

                  
	 	 	 


          

          

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

           

          EXHIBIT
            A to Schedule

           

          GUARANTEE
            OF LEHMAN BROTHERS HOLDINGS INC.

           

          LEHMAN
            BROTHERS SPECIAL FINANCING INC. (“Party A”) and DEUTSCHE
            BANK NATIONAL TRUST COMPANY, NOT
            IN
            ITS INDIVIDUAL CAPACITY, BUT SOLELY AS CAP
            TRUSTEE WITH
            RESPECT TO
            THE CAP TRUST RELATING
            TO
            THE FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED CERTIFICATES,
            SERIES 2006-FF8
            (“Party
            B”) have entered into a Master Agreement dated as of June 29, 2006, (the
“Master
            Agreement”), pursuant to which Party A and Party B have entered and/or
            anticipate entering into one or more transactions (each a “Transaction”), the
            Confirmation of each of which supplements, forms part of, and will be
            read and
            construed as one with, the Master Agreement (collectively referred to
            as the
“Agreement”). This Guarantee is a Credit Support Document as contemplated in the
            Agreement. For value received, and in consideration of the financial
            accommodation accorded to Party A by Party B under the Agreement, LEHMAN
            BROTHERS HOLDINGS INC., a corporation organized and existing under the
            laws of
            the State of Delaware (“Guarantor”), hereby agrees to the
            following:

           

          (a) Guarantor
            hereby unconditionally guarantees to Party B the due and punctual payment
            of all
            amounts payable by Party A under each Transaction when and as Party A’s
            obligations thereunder shall become due and payable in accordance with
            the terms
            of the Agreement. In case of the failure of Party A to pay punctually
            any such
            amounts, Guarantor hereby agrees, upon written demand by Party B, to
            pay or
            cause to be paid any such amounts punctually when and as the same shall
            become
            due and payable.

           

          (b) Guarantor
            hereby agrees that its obligations under this Guarantee constitute a
            guarantee
            of payment when due and not of collection.

           

          (c) Guarantor
            hereby agrees that its obligations under this Guarantee shall be unconditional,
            irrespective of the validity, regularity or enforceability of the Agreement
            against Party A (other than as a result of the unenforceability thereof
            against
            Party B), the absence of any action to enforce Party A’s obligations under the
            Agreement, any waiver or consent by Party B with respect to any provisions
            thereof, the entry by Party A and Party B into additional Transactions
            under the
            Agreement or any other circumstance which might otherwise constitute
            a legal or
            equitable discharge or defense of a guarantor (excluding the defense
            of payment
            or statute of limitations, neither of which is waived) provided, however,
            that
            Guarantor shall be entitled to exercise any right that Party A could
            have
            exercised under the Agreement to cure any default in respect of its obligations
            under the Agreement or to setoff, counterclaim or withhold payment in
            respect of
            any Event of Default or Potential Event of Default in respect of Party
            B or any
            Affiliate, but only to the extent such right is provided to Party A under
            the
            Agreement. The Guarantor acknowledges that Party A and Party B may from
            time to
            time enter into one or more Transactions pursuant to the Agreement and
            agrees
            that the obligations of the Guarantor under this Guarantee will upon
            the
            execution of any such Transaction by Party A and Party B extend to all
            such
            Transactions without the taking of further action by the Guarantor.

           

          (d) This
            Guarantee shall remain in full force and effect until such time as Party
            B shall
            receive written notice of termination. Termination of this Guarantee
            shall not
            affect Guarantor’s liability hereunder as to obligations incurred or arising out
            of Transactions entered into prior to the termination hereof.

           

          (e) Guarantor
            further agrees that this Guarantee shall continue to be effective or
            be
            reinstated, as the case may be, if at any time, payment, or any part
            thereof, of
            any obligation or interest thereon is rescinded or must otherwise be
            restored by
            Party B upon an Event of Default as set forth in Section
            5(a)(vii)
            of the
            Master Agreement affecting Party A or Guarantor.

           

          (f) Guarantor
            hereby waives (i) promptness, diligence, presentment, demand of payment,
            protest, order and, except as set forth in paragraph (a) hereof, notice
            of any
            kind in connection with the Agreement and this Guarantee, or (ii) any
            requirement that Party B exhaust any right to take any action against
            Party A or
            any other person prior to or contemporaneously with proceeding to exercise
            any
            right against Guarantor under this Guarantee.

           

          This
            Guarantee shall be governed by and construed in accordance with the laws
            of the
            State of New York, without reference to choice of law doctrine. All capitalized
            terms not defined in this Guarantee, but defined in the Agreement, shall
            have
            the meanings assigned thereto in the Agreement.

           

          IN
            WITNESS WHEREOF, Guarantor has caused this Guarantee to be executed in
            its
            corporate name by its duly authorized officer as of the date of the
            Agreement.

           

          
            
              	 	
                      LEHMAN
                        BROTHERS HOLDINGS INC.

                    
	 	 	 
	 	
                      By:

                    	 
	 	
                      Name:

                    	 
	 	
                      Title:

                    	 
	 	
                      Date:

                    	 


            

            

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

            

             

          

          EXHIBIT
            B to Schedule

           

          [Form
            of
            Opinion of Counsel for Party B]

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          EXHIBIT
            C
            to Schedule

          


          [Form
            of
            Opinion of Counsel for

          Lehman
            Brothers Special Financing Inc. and

          Lehman
            Brothers Holdings Inc.]

          June
            29,
            2006

           

          Deutsche
            Bank National Trust Company

          1761
            East
            Saint Andrew Place

          Santa
            Ana, CA 92705

          


          Attention:
            First
            Franklin 2006-FF8 Cap reference: GC06Z

           

          Ladies
            and Gentlemen:

           

          I
            have
            acted as counsel to Lehman Brothers Special Financing Inc., a Delaware
            corporation (“Party A”)
            and
            Lehman Brothers Holdings Inc., a Delaware corporation (“Guarantor”), and am
            familiar with matters pertaining to the execution and delivery of the
            Master
            Agreements (each the “Master Agreements”), each dated as of June 29, 2006
            between Party A and 

           

          (i) DEUTSCHE
            BANK NATIONAL TRUST COMPANY,
            NOT IN
            ITS INDIVIDUAL CAPACITY, BUT SOLELY AS CAP
            TRUSTEE WITH
            RESPECT TO THE CAP TRUST
            RELATING
            TO THE
            FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED CERTIFICATES,
            SERIES
            2006-FF8; 

           

          (ii)
            DEUTSCHE BANK NATIONAL TRUST COMPANY,
            NOT IN
            ITS INDIVIDUAL CAPACITY, BUT SOLELY AS SUPPLEMENTAL
            INTEREST TRUST TRUSTEE WITH RESPECT TO THE SUPPLEMENTAL INTEREST
            TRUST
            RELATING
            TO THE
            FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED CERTIFICATES,
            SERIES
            2006-FF8; and

           

          (iii)
            DEUTSCHE BANK NATIONAL TRUST COMPANY,
            NOT IN
            ITS INDIVIDUAL CAPACITY, BUT SOLELY AS TRUSTEE
            WITH
            RESPECT TO THE FIRST
            FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED CERTIFICATES, SERIES
            2006-FF8

           

          and
            the
            guarantees of Guarantor (the “Guarantees”)
            delivered in connection with each of the Master Agreements.

           

          In
            connection with this opinion, I have examined, or have had examined on
            my
            behalf, an executed copy of the Master Agreements and the Guarantees,
            certificates and statements of public officials and officers of Party
 A
            and
            Guarantor and such other agreements, instruments, documents and records
            as I
            have deemed necessary or appropriate for the purposes of this
            opinion.

           

          Except
            as expressly set forth herein, no independent investigation (including,
            without
            limitation, conducting any review, search or investigation of any public
            files,
            records or dockets) has been undertaken to determine the existence or
            absence of
            the facts that are material to my opinions, and no inference as to my
            knowledge
            concerning such facts should be made.

           

          When
            used
            herein the phrase “to my knowledge” means to my actual knowledge without
            independent investigation.

           

          References
            in this letter to “Applicable Laws” are to those laws, rules and regulations of
            the State of New York which, in my experience, are normally applicable
            to
            transactions of the type contemplated by the Master Agreement and the
            Guarantee.
            References in this letter to “Governmental Authorities” are to executive,
            legislative, judicial, administrative or regulatory bodies of the State
            of New
            York. References in this letter to “Governmental Approval” are to any consent,
            approval, license, authorization or validation of, or filing, recording
            or
            registration with, any Governmental Authority pursuant to Applicable
            Laws.

           

          Based
            on
            the foregoing but subject to the assumptions, exceptions, qualifications
            and
            limitations hereinafter expressed, I am of the opinion that:

           

          
            	 	
                    1.

                  	
                    Each
                      of Party A
                      and Guarantor is a corporation duly incorporated, validly existing
                      and in
                      good standing under the laws of the State of
                      Delaware.

                  


          

           

          
            	 	
                    2.

                  	
                    The
                      execution, delivery and performance of each of the Master Agreements
                      in
                      the case of Party  A,
                      and the Guarantees, in the case of Guarantor, are within its
                      corporate
                      power, have been duly authorized by all corporate action and
                      do not
                      conflict with any provision of its certificate of incorporation
                      or
                      by-laws.

                  


          

           

          
            	 	
                    3.

                  	
                    The
                      Master Agreements, in the case of Party A,
                      and the Guarantees, in the case of Guarantor, have been duly
                      executed and
                      delivered and each
                      constitutes
                      a legal, valid and binding obligation, enforceable against
                      it in
                      accordance with its
                      respective terms.

                  


          

           

          
            	 	
                    4.

                  	
                    To
                      the best of my knowledge,
                      no Governmental Approval
                      is
                      required in connection with the execution, delivery and performance
                      of the
                      Master Agreements in the case of Party A,
                      or the Guarantees, in the case of Guarantor,
                      except those that have been obtained and, to my knowledge,
                      are in
                      effect.

                  


          

           

          The
            foregoing opinions are subject to the following assumptions, exceptions,
            qualifications and limitations:

           

          A.          
            My opinion in paragraph 3 above is subject to:
            (i) bankruptcy,
            insolvency, reorganization, receivership, moratorium or similar laws
            affecting
creditors’
            rights
            generally (including, without limitation, the effect of statutory or
            other laws
            regarding fraudulent or other similar transfers or
            conveyances); (ii) general
            principles of equity, regardless of whether enforceability is considered
            in a
            proceeding in equity or at law;
            (iii) laws and considerations of public policy that may limit the
            enforceability of provisions (a) regarding indemnification and contribution
            rights and obligations, (b) regarding the waiver or limitation of rights to
            trial by jury, oral amendments to written agreements or rights of setoff,
            (c) relating to submission to jurisdiction, venue or service of process,
            and (d) purporting to prohibit or restrict, or require the consent of the
“account debtor” (as defined in Section 9-102 of the Uniform Commercial Code as
            in effect in the State of New York (the “NYUCC” )) for, the creation, perfection
            or enforcement of a security interest in “accounts” or “general intangibles” (in
            each case, as defined in Section 9-102 of the NYUCC).

           

          B.            
            I
            am a
            member of the Bar of the State of New York and render no opinion on the
            laws of
            any jurisdiction other than the laws of the State of New York and the
            General
            Corporation Law of the State of Delaware.
            Except as described, I have not examined, or had examined on my behalf,
            and I do
            not express any opinion with respect to, Delaware law.

           

          C.            
            My
            opinions are limited to the present laws and to the facts as they presently
            exist, and no opinion is to be inferred or implied beyond the matters
            expressly
            so stated. I assume no obligation to revise or supplement this opinion
            should
            the present laws of the jurisdictions referred to in paragraph B above
            be
            changed by legislative action, judicial decision or otherwise.

           

          D.           
            This
            letter is rendered solely to you solely
            for your benefit in
            connection with the Master Agreement and the Guarantee and the transactions
            related thereto and may not be relied upon by any other person, entity
            or agency
            or by you in any other context or for any other purpose. This letter
            may not be
circulated,
            used or quoted
            in
            whole or in part, nor may copies thereof be furnished or delivered to
            any other
            person, without the prior written consent of Lehman Brothers Holdings
            Inc.,
            except that you may furnish copies hereof (i)  to
            your
            independent auditors and attorneys, (ii)  to
            any
            United States, state or local authority having jurisdiction over you
            or over
            Party  A
            or
            Guarantor, (iii)  pursuant
            to the order of any legal process of any court of competent jurisdiction
            or any
            governmental agency, and (iv)  in
            connection with any legal action arising out of the Master Agreement
            or the
            Guarantee.

           

          E.            
            I
            have
            assumed with your permission (i)  the
            genuineness of all signatures by each party other than Party  A
            or
            Guarantor, (ii)  the
            authenticity of documents submitted to me as originals and the conformity
            to
            authentic original documents of all documents submitted to me as copies,
            (iii) the
            accuracy of the matters set forth in the documents, agreements and instruments
            I
            reviewed, (iv) that each party other than Party A and Guarantor is duly
            organized, validly existing and in good standing under the laws of its
            jurisdiction of organization, (v)
            the due
            execution and delivery, pursuant to due authorization, of the Master
            Agreement
            by each party other than Party A,
            and (vi) that the Master Agreement is the legal, valid, binding and
            enforceable obligation of each party other than Party A, enforceable
            against each such party in accordance with its terms.

           

          F.            
            My
            opinion in paragraph 3 is subject to the qualification that certain
            provisions contained in the Agreement and the Guarantee may not be enforceable,
            but such unenforceability will not render the Agreement or the Guarantee
            invalid
            as a whole or substantially interfere with the practical realization
            of the
            principal benefits provided thereby.

           

          The
            foregoing opinions are given on the express understanding that the undersigned
            is an officer of Lehman Brothers Inc. and shall in no event incur any
            personal
            liability in connection with said opinions.

           

          Very
            truly yours,

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          ISDAÒ

          International
            Swaps and Derivatives Association, Inc.

          


          CREDIT
            SUPPORT ANNEX

          


          to
            the
            Schedule to the 

          Master
            Agreement

          dated
            as
            of June
            29,
            2006

          between

          


          
            	
                    LEHMAN
                      BROTHERS 

                    SPECIAL
                      FINANCING INC.

                  	 	
                    DEUTSCHE
                      BANK NATIONAL TRUST COMPANY, NOT
                      IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS CAP
                      TRUSTEE WITH
                      RESPECT TO
                      THE CAP TRUST RELATING
                      TO
                      THE FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED
                      CERTIFICATES, SERIES 2006-FF8

                  
	
                    Party
                      A

                  	 	
                    Party
                      B

                  


          

          


          This
            Annex supplements, forms part of, and is subject to, the above-referenced
            Agreement, is part of its Schedule and is a Credit Support Document under
            this
            Agreement with respect to each party.

          


          Accordingly,
            the parties agree as follows:

          


          Paragraph
            1. Interpretation

          


          (a) Definitions
            and Inconsistency. Capitalized
            terms not otherwise defined herein or elsewhere in this Agreement have
            the
            meanings specified pursuant to Paragraph 12, and all references in this
            Annex to
            Paragraphs are to Paragraphs of this Annex. In the event of any inconsistency
            between this Annex and the other provisions of this Schedule, this Annex
            will
            prevail and in the event of any inconsistency between Paragraph 13 and
            the other
            provisions of this Annex, Paragraph 13 will prevail.

          


          (b) Secured
            Party and Pledgor.
            All
            references in this Annex to the “Secured Party” will be to either party when
            acting in that capacity and all corresponding references to the “Pledgor” will
            be to the other party when acting in that capacity; provided,
            however,
            that if
            Other Posted Support is held by a party to this Annex, all references
            herein to
            that party as the Secured Party with respect to that Other Posted Support
            will
            be to that party as the beneficiary thereof and will not subject that
            support or
            that party as the beneficiary thereof to provisions of law generally
            relating to
            security interests and secured parties.

          


          Paragraph
            2. Security Interest

          


          Each
            party, as the Pledgor, hereby pledges to the other party, as the Secured
            Party,
            as security for its Obligations, and grants to the Secured Party a first
            priority continuing security interest in, lien on and right of Set-off
            against
            all Posted Collateral Transferred to or received by the Secured Party
            hereunder.
            Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral,
            the
            security interest and lien granted hereunder on that Posted Collateral
            will be
            released immediately and, to the extent possible, without further action
            by
            either party.

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          CREDIT
            SUPPORT ANNEX

          Elections
            and Variables

          dated
            as
            of June
            29,
            2006 between
            

          LEHMAN
            BROTHERS SPECIAL FINANCING INC.

          (hereinafter
            referred to as “Party
            A”
            or
“Pledgor”)

          and
            

          DEUTSCHE
            BANK NATIONAL TRUST COMPANY, NOT
            IN
            ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
            CAP TRUSTEE WITH
            RESPECT TO
            THE CAP TRUST RELATING
            TO
            THE FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED CERTIFICATES,
            SERIES 2006-FF8
            (hereinafter referred to as “Party
            B”
            or
“Secured
            Party”)

           

          Paragraph
            13. Elections and Variables

           

          
            	
                    (a)

                  	
                    Security
                      Interest for “Obligations”.
                      The term “Obligations” as
                      used in this Annex includes the following additional
                      obligations:

                  


          

           

          With
            respect to Party A, not applicable.

           

          With
            respect to Party B, not applicable.

           

          
            	
                    (b)

                  	
                    Credit
                      Support Obligations.

                  


          

           

          (i)            Delivery
            Amount, Return Amount and Credit Support Amount

           

          
            	 	
                    (A)

                  	
                    “Delivery
                      Amount”
                      has the meaning specified in Paragraph 3(a) 

                  


          

           

          
            	 	
                    (B)

                  	
                    “Return
                      Amount”
                      has the meaning specified in Paragraph
                      3(b).

                  


          

           

          
            	 	
                    (C)

                  	
                    "Credit
                      Support Amount"
                      means, for any Valuation Date, an amount equal to the sum of
                      (i) 100.0% of
                      the Secured Party's Exposure for the next Valuation Date and
                      (ii) the
                      product of the Volatility Buffer and the Notional Amount.
                      

                  


          

           

          
            	 	
                    (ii)

                  	
                    Eligible
                      Collateral.
                      At
                      such time as Party A is required to post collateral pursuant
                      to Part
                      1(h)(A) of the Schedule), the following items will qualify
                      as “Eligible
                      Collateral” (together
                      with such other collateral types (and related valuation percentages)
                      with
                      respect to which Rating Agency Confirmation is
                      provided):

                  


          

          
          

           

          
            	 	 	
                    Collateral
                      Type

                  	
                    Valuation

                    Percentage

                  
	 	 	 	 
	 	
                    (A)

                  	
                    cash.

                  	
                    100.0%

                  
	 	 	 	 
	 	
                    (B)

                  	
                    Negotiable
                      debt obligations issued by the U.S. Treasury Department having
                      a maturity
                      at issuance of not more than one year.

                  	
                    98.5%

                  
	 	 	 	 
	 	
                    (C)

                  	
                    Negotiable
                      debt obligations issued by the U.S. Treasury Department having
                      a maturity
                      at issuance of more than one year but not more than ten
                      years.

                  	
                    89.9%

                  
	 	 	 	 
	 	
                    (D)

                  	
                    Negotiable
                      debt obligations issued by the U.S. Treasury Department having
                      a maturity
                      at issuance of more than ten years.

                  	
                    83.9%

                  
	 	 	 	 
	 	
                    (E)

                  	
                    demand
                      and time deposits in, certificates of deposit of, bankers’
                      acceptances payable within 183 days of issuance issued by,
                      or federal
                      funds sold by any U.S. federal or state depository institution
                      or trust
                      company, the commercial paper and/or debt obligations of which
                      (or, in the
                      case of the principal depository institution in a holding company
                      system,
                      the commercial paper or debt obligations of such holding company)
                      at the
                      time of such investment or contractual commitment providing
                      for such
                      investment have a long-term credit rating of “Aaa”
                      by
                      Moody’s
                      and “AAA”
                      by
                      Standard & Poor’s,
                      in the case of long-term debt obligations, or “Prime-1”
                      by
                      Moody’s
                      and “A-1+”
                      by
                      Standard & Poor’s,
                      in the case of commercial paper and short-term obligations;
                      provided, that
                      in the case of commercial paper and short-term debt obligations
                      with a
                      maturity of longer than 91 days, the issuer thereof must also
                      have at the
                      time of such investment a long-term credit rating of “Aaa”
                      by
                      Moody’s
                      and “AAA”
                      by
                      Standard & Poor’s.

                  	
                    98.0%

                  


          

           

          
            	 	
                    (iii)

                  	
                    Other
                      Eligible Support.
                      The following items will qualify as “Other
                      Eligible Support”
                      for the party specified: Not
                      applicable.

                  


          

           

          
            	 	
                    (iv)

                  	
                    Thresholds.

                  


          

           

          
            	 	
                    (A)

                  	
                    “Independent
                      Amount”
                      shall not be applicable with respect to Party A or Party B
                      unless
                      otherwise specified in a
                      Confirmation.

                  


          

           

           

          
            	 	
                    (B)

                  	
                    “Threshold”
                      means, with respect to Party A, zero at any time that (1) Party
                      A (or to
                      the extent applicable, its Credit Support Provider) does not
                      have the
                      required ratings set forth in Part 1(h)(A) of the Schedule
                      from Standard
                      & Poor’s
                      and has failed to transfer its rights and obligations under
                      this Agreement
                      within 30 days of its downgrade or (2) Party A (or to the extent
                      applicable, its Credit Support Provider) does not have the
                      required
                      ratings from Moody’s;
                      otherwise the Threshold shall be
                      unlimited.

                  


          

           

           

          
            	 	
                    (C)

                  	
                    “Minimum
                      Transfer Amount” means,
                      with respect to a party, $100,000. 

                  


          

           

           

          
            	 	
                    (D)

                  	
                    “Rounding”.
                      The
                      Delivery Amount and the Return Amount will be rounded up and
                      down
                      respectively to the nearest integral multiple of
                      $1,000.

                  


          

           

           

          
            	
                    (c)

                  	
                    Valuation
                      and Timing.

                  


          

           

          
            	 	
                    (i)

                  	
                    “Valuation
                      Agent”
                      means Party A. All calculations by the Valuation Agent must
                      be made in
                      accordance with standard market practice, including, in the
                      event of a
                      dispute as to the Value of any Eligible Credit Support or Posted
                      Credit
                      Support, by making reference to quotations received by the
                      Valuation Agent
                      from commonly accepted third party sources.


                  


          

           

          
            	 	
                    (ii)

                  	
                    “Valuation
                      Date”
                      means, for purposes of each time that Party A is required to
                      post
                      collateral pursuant to Part 1(h)(A) of the Schedule, each Wednesday
                      or, if
                      such day is not a Local Business Day, the next following Local
                      Business
                      Day.

                  


          

           

          
            	 	
                    (iii)

                  	
                    “Valuation
                      Time”
                      means the close of business in the location where the relevant
                      product is
                      traded, provided that the calculations of Value and Exposure
                      will made as
                      of approximately the same time on the same date.
                      

                  


          

           

          
            	
                  	(iv)	
                    “Notification
                      Time”
                      means 3:00 p.m., New York time, on a Local Business Day.   

                  


          

           

          
            	 	
                    (v)

                  	
                    Notice
                      to S&P.
                      At
                      any time while Party A’s Credit Support Provider shall fail to have the
                      Approved Rating Thresholds from S&P, Party A shall provide to S&P
                      not later than the Notification Time on the Local Business
                      Day following
                      each Valuation Date the calculations of Exposure and the Value
                      of any
                      Eligible Credit Support or Posted Credit Support for that Valuation
                      Date.

                  


          

           

          
            	 	
                    (vi)

                  	
                    External
                      Verification.
                      Notwithstanding the definition of Valuation Agent and Valuation
                      Date, at
                      any time while the
                      long-term unsecured debt or counterparty rating of Party A’s Credit
                      Support Provider is not above “BBB”, the
                      calculations of Exposure and the Value of any Eligible Credit
                      Support or
                      Posted Credit Support must be verified by an external mark
                      quarterly. The
                      external mark must be obtained by an independent third party,
                      and cannot
                      be verified by the same entity more than four times in any
                      12-month
                      period. In addition, the external mark-to-market valuations
                      should reflect
                      the higher of two bids from counterparties that would be eligible
                      and
                      willing to provide the swap in the absence of the current provider.
                      The
                      Value of any Eligible Credit Support or Posted Credit Support
                      and Exposure
                      should be based on the greater of the calculations of the Valuation
                      Agent
                      and the external marks, and any deficiencies in Value and Exposure
                      must be
                      cured within three days.

                  


          

           

          
            	
                    (d)

                  	
                    Conditions
                      Precedent and Secured Party’s Rights and Remedies.
                      There will be no Specified Conditions for Party A and Party
                      B.

                  


          

           

          
            	
                    (e)

                  	
                    Substitution 

                  


          

           

          
            	 	
                    (i)

                  	
                    “Substitution
                      Date” has
                      the meaning specified in Paragraph
                      4(d)(ii).

                  


          

           

          
            	 	
                    (ii)

                  	
                    “Consent.”
                      The Pledgor need not obtain the Secured Party’s consent for any
                      substitution pursuant to Paragraph
                      4(d).

                  


          

           

          
            	
                    (f)

                  	
                    Dispute
                      Resolution 

                  


          

           

          
            	 	
                    (i)
                      

                  	
                    “Resolution
                      Time” means
                      1:00 p.m. on the Local Business Day following the date on which
                      notice is
                      given that gives rise to a default.

                  


          

           

          
            	 	
                    (ii)

                  	
                    Value.
                      For the purpose of Paragraph 5(i)c) and 5(ii), the Value of
                      Posted Credit
                      Support other than Cash will be calculated as follows:
                      

                  


          

           

          
            	 	 	
                    With
                      respect to any Eligible Collateral in the form of securities
                      listed in
                      Paragraph 13(b)(ii) (referred to herein as “Collateral Obligations”) the
                      sum of (I)(x) the bid price quoted on such date by a mutually
                      acceptable
                      principal market maker for such Collateral Obligations, or
                      (y) if no such
                      quotation is available from a principal market maker for such
                      date, such
                      bid price as of the day, next preceding such date, on which
                      such quotation
                      was available, in either case multiplied by the applicable
                      Valuation
                      Percentage, plus (II) the accrued interest on such Collateral
                      Obligations
                      (except to the extent Transferred to a party pursuant to any
                      applicable
                      section of this Agreement or included in the applicable price
                      referred to
                      in (I) of this Clause) as of such date.


                  


          

           

          
            	 	
                    (ii)

                  	
                    “Alternative.” 
                      Paragraph 5 will apply.

                  


          

           

          
            	
                    (g)

                  	
                    Holding
                      and Using Posted Collateral.

                  


          

           

          
            	 	
                    (i)

                  	
                    “Eligibility
                      to Hold Posted Collateral; Custodians.”

                  


          

           

          Party
            B
            and or its Custodian will be entitled to hold Posted Collateral pursuant
            to
            Paragraph 6(b), provided
            that the
            following conditions applicable to it are satisfied:

           

          
            	 	
                    (1)

                  	
                    The
                      Custodian is a bank or trust company located in the United
                      States having
                      total assets of at least $250,000,000 and a short term unsecured
                      debt or
                      counterparty rating of “Prime-1”
                      from Moody’s
                      and “A-1”
                      from Standard & Poor’s.

                  


          

           

          Initially,
            the Custodian
            for
            Party B is: The Bank of New York.

           

          
            	 	
                    (ii)

                  	
                    “Use
                      of Posted Collateral”
                      The provisions of Paragraph 6(c) will not apply with respect
                      to the
                      collateral posted by Party A.

                  


          

           

          
            	
                    (h)

                  	
                    Distributions
                      and Interest Amount.

                  


          

           

          
            	 	
                    (i)

                  	
                    “Interest
                      Rate.” The
                      Interest Rate shall be the actual interest rate achieved on
                      Posted
                      Collateral in the form of Cash that is held by Party B’s Custodian. .
                      Party B’s Custodian shall hold Posted Collateral in the form of Cash
                      in
                      such deposit or investment account as specified by Party A
                      to Party B and
                      reasonably acceptable to Party B’s Custodian.


                  


          

           

          
            	 	
                    (ii)

                  	
                    “Transfer
                      of Interest Amount.”
                      The Transfer of the Interest Amount will be made on the first
                      Local
                      Business Day of each calendar month and on any Local Business
                      Day that
                      Posted Collateral in the form of Cash is Transferred to the
                      Pledgor
                      pursuant to Paragraph 3(b).

                  


          

           

          
            	 	
                    (iii)

                  	
                    “Alternative
                      to Interest Amount.”
                      Not applicable.

                  


          

           

          
            	
                    (i)

                  	
                    Additional
                      Representation(s).
                      Not applicable.

                  


          

           

          
            	
                    (j)

                  	
                    “Other
                      Eligible Support and Other Posted Support.”

                  


          

           

          
            	 	
                    (i)

                  	
                    “Value” with
                      respect to Other Eligible Support and Other Posted Support
                      means: Not
                      applicable.

                  


          

           

          
            	 	
                    (ii)

                  	
                    “Transfer” with
                      respect to Other Eligible Support and Other Posted Support
                      means: Not
                      applicable.

                  


          

           

          
            	
                    (k)

                  	
                    Demands
                      and Notices.
                      All demands, specifications and notices made by a party to
                      this Annex will
                      be made pursuant to the Notices Section of this
                      Agreement.

                  


          

           

          
            	
                    (l)

                  	
                    Addresses
                      for Transfers.
                      As
                      agreed upon between the parties from time to time.
                      

                  


            	 	 


          

          
            	
                    (m)

                  	
                    Other
                      Provisions.

                  


          

          


          
            	 	
                    (i)

                  	
                     “Volatility
                      Buffer”
                      shall mean the percentage set forth in the following table
                      with respect to
                      any Transaction (other than a Transaction identified in the
                      related
                      Confirmation as a Timing Hedge): 

                  


          

           

          

            
              	
                      The
                        higher of the short-term credit rating of (i) Party A and
                        (ii) the Credit
                        Support Provider of Party A

                    	
                      Remaining
                        Weighted Average Life Maturity up to 3 years

                    	
                      Remaining
                        Weighted Average Life Maturity up to 5 years

                    	
                      Remaining
                        Weighted Average Life Maturity up
                        to 10 years

                    	
                      Remaining
                        Weighted Average Life Maturity up
                        to 30 years

                    
	
                      At
                        least “A-2”

                    	
                      2.75

                    	
                      3.25

                    	
                      4.00

                    	
                      4.75

                    
	
                      “A-3”

                    	
                      3.25

                    	
                      4.00

                    	
                      5.00

                    	
                      6.25

                    
	
                      “BB+”
                        or
                        lower

                    	
                      3.50

                    	
                      4.50

                    	
                      5.75

                    	
                      7.50

                    


            

             

          

          
            	
                  	
                    (ii)

                  	
                    Agreement
                      as to Single Secured Party and Pledgor.
                      Party A and Party B agree that, notwithstanding anything to
                      the contrary
                      in the recital of this Annex, Paragraph 1(b) or Paragraph 2
                      of the
                      definitions in Paragraph 12, (a) the term “Secured
                      Party”
                      as
                      used in this Annex means only Party B, (b) the term “Pledgor”
                      as
                      used in this Annex means only Party A, (c) only Party A makes
                      the pledge
                      and grant in Paragraph 2, the acknowledgment in the final sentence
                      of
                      Paragraph 8(a) and the representations in Paragraph 9 and (d)
                      only Party A
                      will be required to post Eligible Credit Support hereunder.
                      Party A also
                      agrees that it shall pay all costs of transferring Eligible
                      Credit Support
                      required to be delivered by Party A hereunder. 

                  


          

           

          The
            parties executing this Credit Support Annex have executed the Master
            Agreement
            and have agreed as to the contents of this Credit Support Annex.

          


          
            	
                    LEHMAN
                      BROTHERS SPECIAL FINANCING INC.

                  	 	
                    DEUTSCHE
                      BANK NATIONAL TRUST COMPANY, NOT
                      IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS CAP
                      TRUSTEE WITH
                      RESPECT TO
                      THE CAP TRUST THE
                      FIRST FRANKLIN MORTGAGE LOAN TRUST 2006-FF8, ASSET BACKED CERTIFICATES,
                      SERIES 2006-FF8

                  
	
                    Party
                      A

                  	 	
                    Party
                      B

                  
	
                     

                  	 	
                     

                  
	
                    Name:

                  	 	
                    Name:

                  
	
                    Title:

                  	 	
                    Title:

                  
	
                    Date:

                  	 	
                    Date:

                  


          

           

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          S

         

        SERVICING
          CRITERIA TO BE ADDRESSED

        IN
          ASSESSMENT OF COMPLIANCE

        


        Definitions

        Primary
          Servicer - transaction party having borrower contact

        Master
          Servicer - aggregator of pool assets

        Securities
          Administrator - waterfall calculator (may be the Trustee, or may be the
          Master
          Servicer)

        Back-up
          Servicer - named in the transaction (in the event a Back up Servicer becomes
          the
          Primary Servicer, follow Primary Servicer obligations)

        Custodian
          - safe keeper of pool assets

        Paying
          Agent - distributor of funds to ultimate investor 

        Trustee
          -
          fiduciary of the transaction

        


        Note:
          The
          definitions above describe the essential function that the party performs,
          rather than the party’s title. So, for example, in a particular transaction, the
          trustee may perform the “paying agent” and “securities administrator” functions,
          while in another transaction, the securities administrator may perform
          these
          functions.

        


        Where
          there are multiple checks for criteria the attesting party will identify
          in
          their management assertion that they are attesting only to the portion
          of the
          distribution chain they are responsible for in the related transaction
          agreements.

        


        Key: X
          - obligation

        [X]
          - under consideration for obligation

        


        
          	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Primary
                    Servicer

                	
                  Master
                    Servicer

                	
                  Trustee

                
	 	
                  General
                    Servicing Considerations

                	 	 	 
	
                  1122(d)(1)(i)

                	
                  Policies
                    and procedures are instituted to monitor any performance or other
                    triggers
                    and events of default in accordance with the transaction
                    agreements.

                	
                  X

                	
                  X

                	
                  X

                
	
                  1122(d)(1)(ii)

                	
                  If
                    any material servicing activities are outsourced to third parties,
                    policies and procedures are instituted to monitor the third party’s
                    performance and compliance with such servicing activities.


                	
                  To
                    the extent applicable

                	
                  X

                	
                   

                
	
                  1122(d)(1)(iii)

                	
                  Any
                    requirements in the transaction agreements to maintain a back-up
                    servicer
                    for the Pool Assets are maintained. 

                	
                   

                	
                   

                	
                   

                
	
                  1122(d)(1)(iv)

                	
                  A
                    fidelity bond and errors and omissions policy is in effect on
                    the party
                    participating in the servicing function throughout the reporting
                    period in
                    the amount of coverage required by and otherwise in accordance
                    with the
                    terms of the transaction agreements. 

                	
                  X

                	
                  X

                	
                   

                
	
                   

                	
                  Cash
                    Collection and Administration

                	
                   

                	
                   

                	
                   

                
	
                  1122(d)(2)(i)

                	
                  Payments
                    on pool assets are deposited into the appropriate custodial bank
                    accounts
                    and related bank clearing accounts no more than two business
                    days
                    following receipt, or such other number of days specified in
                    the
                    transaction agreements. 

                	
                  X

                	
                  X

                	
                  X

                
	
                  1122(d)(2)(ii)

                	
                  Disbursements
                    made via wire transfer on behalf of an obligor or to an investor
                    are made
                    only by authorized personnel. 

                	
                  X

                	
                  X

                	
                  X

                
	
                  1122(d)(2)(iii)

                	
                  Advances
                    of funds or guarantees regarding collections, cash flows or distributions,
                    and any interest or other fees charged for such advances, are
                    made,
                    reviewed and approved as specified in the transaction agreements.
                    

                	
                  X

                	
                  X

                	
                   

                
	
                  1122(d)(2)(iv)

                	
                  The
                    related accounts for the transaction, such as cash reserve accounts
                    or
                    accounts established as a form of over collateralization, are
                    separately
                    maintained (e.g., with respect to commingling of cash) as set
                    forth in the
                    transaction agreements. 

                	
                  X

                	
                  [X]

                	
                  X

                
	
                  1122(d)(2)(v)

                	
                  Each
                    custodial account is maintained at a federally insured depository
                    institution as set forth in the transaction agreements. For purposes
                    of
                    this criterion, “federally insured depository institution” with respect to
                    a foreign financial institution means a foreign financial institution
                    that
                    meets the requirements of Rule 13k-1(b)(1) of the Securities
                    Exchange Act.
                    

                	
                  X

                	
                  X

                	
                  X

                
	
                  1122(d)(2)(vi)

                	
                  Unissued
                    checks are safeguarded so as to prevent unauthorized access.
                    

                	
                  If
                    applicable

                	
                   

                	
                   

                
	
                  1122(d)(2)(vii)
                    

                	
                  Reconciliations
                    are prepared on a monthly basis for all asset-backed securities
                    related
                    bank accounts, including custodial accounts and related bank
                    clearing
                    accounts. These reconciliations are (A) mathematically accurate;
                    (B)
                    prepared within 30 calendar days after the bank statement cutoff
                    date, or
                    such other number of days specified in the transaction agreements;
                    (C)
                    reviewed and approved by someone other than the person who prepared
                    the
                    reconciliation; and (D) contain explanations for reconciling
                    items. These
                    reconciling items are resolved within 90 calendar days of their
                    original
                    identification, or such other number of days specified in the
                    transaction
                    agreements. 

                	
                  X

                	
                  X

                	
                  X

                
	
                   

                	
                  Investor
                    Remittances and Reporting

                	
                   

                	
                   

                	
                   

                
	
                  1122(d)(3)(i)

                	
                  Reports
                    to investors, including those to be filed with the Commission,
                    are
                    maintained in accordance with the transaction agreements and
                    applicable
                    Commission requirements. Specifically, such reports (A) are prepared
                    in
                    accordance with timeframes and other terms set forth in the transaction
                    agreements; (B) provide information calculated in accordance
                    with the
                    terms specified in the transaction agreements; (C) are filed
                    with the
                    Commission as required by its rules and regulations; and (D)
                    agree with
                    investors’ or the trustee’s records as to the total unpaid principal
                    balance and number of Pool Assets serviced by the Servicer.
                    

                	
                  X

                	
                  X

                	
                  X

                
	
                  1122(d)(3)(ii)

                	
                  Amounts
                    due to investors are allocated and remitted in accordance with
                    timeframes,
                    distribution priority and other terms set forth in the transaction
                    agreements. 

                	
                  X

                	
                  X

                	
                  X

                
	
                  1122(d)(3)(iii)

                	
                  Disbursements
                    made to an investor are posted within two business days to the
                    Servicer’s
                    investor records, or such other number of days specified in the
                    transaction agreements. 

                	
                  X

                	
                  X

                	
                  X

                
	
                  1122(d)(3)(iv)

                	
                  Amounts
                    remitted to investors per the investor reports agree with cancelled
                    checks, or other form of payment, or custodial bank statements.
                    

                	
                  X

                	
                  X

                	
                  X

                
	
                   

                	
                  Pool
                    Asset Administration

                	
                   

                	
                   

                	
                   

                
	
                  1122(d)(4)(i)
                    

                	
                  Collateral
                    or security on pool assets is maintained as required by the transaction
                    agreements or related pool asset documents. 

                	
                   

                	
                  X

                	
                  X

                
	
                  1122(d)(4)(ii)

                	
                  Pool
                    assets and related documents are safeguarded as required by the
                    transaction agreements 

                	
                   

                	
                  X

                	
                  X

                
	
                  1122(d)(4)(iii)

                	
                  Any
                    additions, removals or substitutions to the asset pool are made,
                    reviewed
                    and approved in accordance with any conditions or requirements
                    in the
                    transaction agreements. 

                	
                  X

                	
                  X

                	
                  X

                
	
                  1122(d)(4)(iv)

                	
                  Payments
                    on pool assets, including any payoffs, made in accordance with
                    the related
                    pool asset documents are posted to the Servicer’s obligor records
                    maintained no more than two business days after receipt, or such
                    other
                    number of days specified in the transaction agreements, and allocated
                    to
                    principal, interest or other items (e.g., escrow) in accordance
                    with the
                    related pool asset documents. 

                	
                  X

                	
                   

                	
                   

                
	
                  1122(d)(4)(v)

                	
                  The
                    Servicer’s records regarding the pool assets agree with the Servicer’s
                    records with respect to an obligor’s unpaid principal balance.
                    

                	
                  X

                	
                   

                	
                   

                
	
                  1122(d)(4)(vi)

                	
                  Changes
                    with respect to the terms or status of an obligor's pool assets
                    (e.g.,
                    loan modifications or re-agings) are made, reviewed and approved
                    by
                    authorized personnel in accordance with the transaction agreements
                    and
                    related pool asset documents. 

                	
                  X

                	
                  X

                	
                   

                
	
                  1122(d)(4)(vii)

                	
                  Loss
                    mitigation or recovery actions (e.g., forbearance plans, modifications
                    and
                    deeds in lieu of foreclosure, foreclosures and repossessions,
                    as
                    applicable) are initiated, conducted and concluded in accordance
                    with the
                    timeframes or other requirements established by the transaction
                    agreements. 

                	
                  X

                	
                  X

                	
                   

                
	
                  1122(d)(4)(viii)

                	
                  Records
                    documenting collection efforts are maintained during the period
                    a pool
                    asset is delinquent in accordance with the transaction agreements.
                    Such
                    records are maintained on at least a monthly basis, or such other
                    period
                    specified in the transaction agreements, and describe the entity’s
                    activities in monitoring delinquent pool assets including, for
                    example,
                    phone calls, letters and payment rescheduling plans in cases
                    where
                    delinquency is deemed temporary (e.g., illness or unemployment).
                    

                	
                  X

                	
                   

                	
                   

                
	
                  1122(d)(4)(ix)

                	
                  Adjustments
                    to interest rates or rates of return for pool assets with variable
                    rates
                    are computed based on the related pool asset documents. 

                	
                  X

                	
                  X

                	
                   

                
	
                  1122(d)(4)(x)

                	
                  Regarding
                    any funds held in trust for an obligor (such as escrow accounts):
                    (A) such
                    funds are analyzed, in accordance with the obligor’s pool asset documents,
                    on at least an annual basis, or such other period specified in
                    the
                    transaction agreements; (B) interest on such funds is paid, or
                    credited,
                    to obligors in accordance with applicable pool asset documents
                    and state
                    laws; and (C) such funds are returned to the obligor within 30
                    calendar
                    days of full repayment of the related pool assets, or such other
                    number of
                    days specified in the transaction agreements. 

                	
                  X

                	
                   

                	
                   

                
	
                  1122(d)(4)(xi)

                	
                  Payments
                    made on behalf of an obligor (such as tax or insurance payments)
                    are made
                    on or before the related penalty or expiration dates, as indicated
                    on the
                    appropriate bills or notices for such payments, provided that
                    such support
                    has been received by the servicer at least 30 calendar days prior
                    to these
                    dates, or such other number of days specified in the transaction
                    agreements. 

                	
                  X

                	
                   

                	
                   

                
	
                  1122(d)(4)(xii)

                	
                  Any
                    late payment penalties in connection with any payment to be made
                    on behalf
                    of an obligor are paid from the Servicer’s funds and not charged to the
                    obligor, unless the late payment was due to the obligor’s error or
                    omission. 

                	
                  X

                	
                   

                	
                   

                
	
                  1122(d)(4)(xiii)

                	
                  Disbursements
                    made on behalf of an obligor are posted within two business days
                    to the
                    obligor’s records maintained by the servicer, or such other number of
                    days
                    specified in the transaction agreements. 

                	
                  X

                	
                   

                	
                   

                
	
                  1122(d)(4)(xiv)
                    

                	
                  Delinquencies,
                    charge-offs and uncollectible accounts are recognized and recorded
                    in
                    accordance with the transaction agreements. 

                	
                  X

                	
                  X

                	
                   

                
	
                  1122(d)(4)(xv)

                	
                  Any
                    external enhancement or other support, identified in Item 1114(a)(1)
                    through (3) or Item 1115 of Regulation AB, is maintained as set
                    forth in
                    the transaction agreements. 

                	
                   

                	
                  X

                	
                  X

                


        

        


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        



        EXHIBIT
          T

         

        FORM
          10-D, FORM 8-K AND FORM 10-K

        REPORTING
          RESPONSIBILITY

        


        As
          to
          each item described below, the entity indicated as the Responsible Party
          shall
          be primarily responsible for reporting the information to the Trustee pursuant
          to Section 4.07(a)(iv). If the Trustee is indicated below as to any item,
          then
          the Trustee is primarily responsible for obtaining that information.


        


        Under
          Item 1 of Form 10-D: a) items marked “4.02 statement” are required to be
          included in the periodic Distribution Date statement under Section 4.02,
          provided by the Trustee based on information received from the Master Servicer;
          and b) items marked “Form 10-D report” are required to be in the Form 10-D
          report but not the 4.02 statement, provided by the party indicated. Information
          under all other Items of Form 10-D is to be included in the Form 10-D
          report.

        


        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Responsible
                    Party

                
	
                  10-D

                	
                  Must
                    be filed within 15 days of the Distribution Date.

                
	
                  1

                	
                  Distribution
                    and Pool Performance Information

                	
                   

                
	
                  Item
                    1121(a) - Distribution and Pool Performance
                    Information

                	
                   

                
	
                  (1)
                    Any applicable record dates, accrual dates, determination dates
                    for
                    calculating distributions and actual distribution dates for the
                    distribution period.

                	
                  4.02
                    statement

                
	
                  (2)
                    Cash flows received and the sources thereof for distributions,
                    fees and
                    expenses.

                	
                  4.02
                    statement

                
	
                  (3)
                    Calculated amounts and distribution of the flow of funds for
                    the period
                    itemized by type and priority of payment, including:

                	
                  4.02
                    statement

                
	
                  (i)
                    Fees or expenses accrued and paid, with an identification of
                    the general
                    purpose of such fees and the party receiving such fees or
                    expenses.

                	
                  4.02
                    statement

                
	
                  (ii)
                    Payments accrued or paid with respect to enhancement or other
                    support
                    identified in Item 1114 of Regulation AB (such as insurance premiums
                    or
                    other enhancement maintenance fees), with an identification of
                    the general
                    purpose of such payments and the party receiving such
                    payments.

                	
                  4.02
                    statement

                
	
                  (iii)
                    Principal, interest and other distributions accrued and paid
                    on the
                    asset-backed securities by type and by class or series and any
                    principal
                    or interest shortfalls or carryovers.

                	
                  4.02
                    statement

                
	
                  (iv)
                    The amount of excess cash flow or excess spread and the disposition
                    of
                    excess cash flow.

                	
                  4.02
                    statement

                
	
                  (4)
                    Beginning and ending principal balances of the asset-backed
                    securities.

                	
                  4.02
                    statement

                
	
                  (5)
                    Interest rates applicable to the pool assets and the asset-backed
                    securities, as applicable. Consider providing interest rate information
                    for pool assets in appropriate distributional groups or incremental
                    ranges.

                	
                  4.02
                    statement

                
	
                  (6)
                    Beginning and ending balances of transaction accounts, such as
                    reserve
                    accounts, and material account activity during the period.

                	
                  4.02
                    statement

                
	
                  (7)
                    Any amounts drawn on any credit enhancement or other support
                    identified in
                    Item 1114 of Regulation AB, as applicable, and the amount of
                    coverage
                    remaining under any such enhancement, if known and
                    applicable.

                	
                  4.02
                    statement

                
	
                  (8)
                    Number and amount of pool assets at the beginning and ending
                    of each
                    period, and updated pool composition information, such as weighted
                    average
                    coupon, weighted average life, weighted average remaining term,
                    pool
                    factors and prepayment amounts.

                	
                  4.02
                    statement

                   

                  Updated
                    pool composition information fields to be as specified by Depositor
                    from
                    time to time

                
	
                  (9)
                    Delinquency and loss information for the period. 

                   

                  In
                    addition, describe any material changes to the information specified
                    in
                    Item 1100(b)(5) of Regulation AB regarding the pool
                    assets.

                	
                  4.02
                    statement.

                   

                   

                  Form
                    10-D report: Depositor

                
	
                  (10)
                    Information on the amount, terms and general purpose of any advances
                    made
                    or reimbursed during the period, including the general use of
                    funds
                    advanced and the general source of funds for
                    reimbursements.

                	
                  4.02
                    statement

                
	
                  (11)
                    Any material modifications, extensions or waivers to pool asset
                    terms,
                    fees, penalties or payments during the distribution period or
                    that have
                    cumulatively become material over time.

                	
                  Form
                    10-D report; Servicer

                
	
                  (12)
                    Material breaches of pool asset representations or warranties
                    or
                    transaction covenants.

                	
                  Form
                    10-D report: Servicer

                
	
                  (13)
                    Information on ratio, coverage or other tests used for determining
                    any
                    early amortization, liquidation or other performance trigger
                    and whether
                    the trigger was met.

                	
                  4.02
                    statement

                
	
                  (14)
                    Information regarding any new issuance of asset-backed securities
                    backed
                    by the same asset pool, 

                  [information
                    regarding] any pool asset changes (other than in connection with
                    a pool
                    asset converting into cash in accordance with its terms), such
                    as
                    additions or removals in connection with a prefunding or revolving
                    period
                    and pool asset substitutions and repurchases (and purchase rates,
                    if
                    applicable), and cash flows available for future purchases, such
                    as the
                    balances of any prefunding or revolving accounts, if
                    applicable.

                  Disclose
                    any material changes in the solicitation, credit-granting, underwriting,
                    origination, acquisition or pool selection criteria or procedures,
                    as
                    applicable, used to originate, acquire or select the new pool
                    assets.

                	
                  Form
                    10-D report: Depositor

                   

                  Form
                    10-D report: Depositor

                   

                   

                   

                   

                  Form
                    10-D report: Depositor

                
	
                  Item
                    1121(b) - Pre-Funding or Revolving Period Information

                  Updated
                    pool information as required under Item 1121(b).

                	
                  Depositor

                
	
                  2

                	
                  Legal
                    Proceedings

                	
                   

                
	
                  Item
                    1117 - Legal proceedings pending against the following entities,
                    or their
                    respective property, that is material to Certificateholders,
                    including
                    proceedings known to be contemplated by governmental
                    authorities:

                  Seller

                  Depositor

                  Trustee

                  Trustee

                  Issuing
                    entity

                  Master
                    Servicer

                  Originator
                    

                  Custodian

                	
                   

                   

                   

                  Seller

                  Depositor

                  Trustee

                  Trustee

                  Depositor

                  Master
                    Servicer

                  Originator

                  Custodian

                
	
                  3

                	
                  Sales
                    of Securities and Use of Proceeds

                	
                   

                
	
                  Information
                    from Item 2(a) of Part II of Form 10-Q:

                   

                  With
                    respect to any sale of securities by the sponsor, depositor or
                    issuing
                    entity, that are backed by the same asset pool or are otherwise
                    issued by
                    the issuing entity, whether or not registered, provide the sales
                    and use
                    of proceeds information in Item 701 of Regulation S-K. Pricing
                    information
                    can be omitted if securities were not registered.

                	
                   

                   

                   

                  Depositor

                
	
                  4

                	
                  Defaults
                    Upon Senior Securities

                	
                   

                
	
                  Information
                    from Item 3 of Part II of Form 10-Q:

                   

                  Report
                    the occurrence of any Event of Default (after expiration of any
                    grace
                    period and provision of any required notice)

                	
                   

                   

                   

                  N/A

                
	
                  5

                	
                  Submission
                    of Matters to a Vote of Security Holders

                	
                   

                
	
                  Information
                    from Item 4 of Part II of Form 10-Q

                	
                  Trustee

                
	
                  6

                	
                  Significant
                    Obligors of Pool Assets

                	
                   

                
	
                  Item
                    1112(b) - Significant
                    Obligor Financial Information*

                	
                  N/A

                
	
                  *This
                    information need only be reported on the Form 10-D for the distribution
                    period in which updated information is required pursuant to the
                    Item.

                	
                   

                
	
                  7

                	
                  Significant
                    Enhancement Provider Information

                	
                   

                
	
                  Item
                    1114(b)(2) - Credit Enhancement Provider Financial
                    Information*

                  Determining
                    applicable disclosure threshold

                  Obtaining
                    required financial information or effecting incorporation by
                    reference

                	
                   

                  N/A

                  N/A

                
	
                  Item
                    1115(b) - Derivative Counterparty Financial Information*

                  Determining
                    current maximum probable exposure

                  Determining
                    current significance percentage

                  Obtaining
                    required financial information or effecting incorporation by
                    reference

                	
                   

                  [TBD]

                  [TBD]

                   

                  Depositor

                
	
                  *This
                    information need only be reported on the Form 10-D for the distribution
                    period in which updated information is required pursuant to the
                    Items.

                	
                   

                
	
                  8

                	
                  Other
                    Information

                	
                   

                
	
                  Disclose
                    any information required to be reported on Form 8-K during the
                    period
                    covered by the Form 10-D but not reported

                	
                  The
                    Responsible Party for the applicable Form 8-K item as indicated
                    below

                
	
                  9

                	
                  Exhibits

                	
                   

                
	
                  Distribution
                    report

                	
                  Trustee

                
	
                  Exhibits
                    required by Item 601 of Regulation S-K, such as material
                    agreements

                	
                  Depositor

                
	
                  8-K

                	
                  Must
                    be filed within four business days of an event reportable on
                    Form
                    8-K.

                
	
                  1.01

                	
                  Entry
                    into a Material Definitive Agreement

                	
                   

                
	
                  Disclosure
                    is required regarding entry into or amendment of any definitive
                    agreement
                    that is material to the securitization, even if depositor is
                    not a party.
                    

                  Examples:
                    servicing agreement, custodial agreement.

                  Note:
                    disclosure not required as to definitive agreements that are
                    fully
                    disclosed in the prospectus

                	
                  Depositor

                
	
                  1.02

                	
                  Termination
                    of a Material Definitive Agreement

                	
                   

                
	
                  Disclosure
                    is required regarding termination of any definitive agreement
                    that is
                    material to the securitization (other than expiration in accordance
                    with
                    its terms), even if depositor is not a party. 

                  Examples:
                    servicing agreement, custodial agreement.

                	
                  Depositor

                
	
                  1.03

                	
                  Bankruptcy
                    or Receivership

                	
                   

                
	
                  Disclosure
                    is required regarding the bankruptcy or receivership, if known
                    to the
                    Depositor, Servicer or Trustee, with respect to any of the following:
                    

                  Sponsor
                    (Seller), Depositor, Servicer, Trustee, Swap Provider, Cap Provicer,
                    Custodian

                	
                  Depositor/Servicer/Trustee

                
	
                  2.04

                	
                  Triggering
                    Events that Accelerate or Increase a Direct Financial Obligation
                    or an
                    Obligation under an Off-Balance Sheet Arrangement

                	
                   

                
	
                  Includes
                    an early amortization, performance trigger or other event, including
                    event
                    of default, that would materially alter the payment priority/distribution
                    of cash flows/amortization schedule.

                  Disclosure
                    will be made of events other than waterfall triggers which are
                    disclosed
                    in the 4.02 statement

                	
                  N/A

                
	
                  3.03

                	
                  Material
                    Modification to Rights of Security Holders

                	
                   

                
	
                  Disclosure
                    is required of any material modification to documents defining
                    the rights
                    of Certificateholders, including the Pooling and Servicing
                    Agreement

                	
                  Party
                    requesting material modification

                
	
                  5.03

                	
                  Amendments
                    to Articles of Incorporation or Bylaws; Change in Fiscal
                    Year

                	
                   

                
	
                  Disclosure
                    is required of any amendment “to the governing documents of the issuing
                    entity”

                	
                  Depositor

                
	
                  5.06

                	
                  Change
                    in Shell Company Status

                	
                   

                
	
                  [Not
                    applicable to ABS issuers]

                	
                  Depositor

                
	
                  6.01

                	
                  ABS
                    Informational and Computational Material

                	
                   

                
	
                  [Not
                    included in reports to be filed under Section 4.07]

                	
                  Depositor

                
	
                  6.02

                	
                  Change
                    of Master Servicer or Trustee

                	
                   

                
	
                  Requires
                    disclosure of any removal, replacement, substitution or addition
                    of any
                    master servicer, affiliated servicer, other servicer servicing
                    10% or more
                    of pool assets at time of report, other material servicers, certificate
                    administrator or trustee. Reg AB disclosure about any new servicer
                    or
                    trustee is also required.

                	
                  Trustee
                    or Master Servicer

                
	
                  6.03

                	
                  Change
                    in Credit Enhancement or Other External Support

                	
                   

                
	
                  Covers
                    termination of any enhancement in manner other than by its terms,
                    the
                    addition of an enhancement, or a material change in the enhancement
                    provided. Applies to external credit enhancements as well as
                    derivatives.
                    Reg AB disclosure about any new enhancement provider is also
                    required.

                	
                  Depositor

                
	
                  6.04

                	
                  Failure
                    to Make a Required Distribution

                	
                  Trustee

                
	
                  6.05

                	
                  Securities
                    Act Updating Disclosure

                	
                   

                
	
                  If
                    any material pool characteristic differs by 5% or more at the
                    time of
                    issuance of the securities from the description in the final
                    prospectus,
                    provide updated Reg AB disclosure about the actual asset
                    pool.

                	
                  Depositor

                
	
                  If
                    there are any new servicers or originators required to be disclosed
                    under
                    Regulation AB as a result of the foregoing, provide the information
                    called
                    for in Items 1108 and 1110 respectively.

                	
                  Depositor

                
	
                  7.01

                	
                  Regulation
                    FD Disclosure

                	
                  Depositor

                
	
                  8.01

                	
                  Other
                    Events

                	
                   

                
	
                  Any
                    event, with respect to which information is not otherwise called
                    for in
                    Form 8-K, that the registrant deems of importance to security
                    holders.

                	
                  Depositor

                
	
                  9.01

                	
                  Financial
                    Statements and Exhibits

                	
                  The
                    Responsible Party applicable to reportable event

                
	
                  10-K

                	
                  Must
                    be filed within 90 days of the fiscal year end for the
                    registrant.

                
	
                  9B

                	
                  Other
                    Information

                	
                   

                
	
                  Disclose
                    any information required to be reported on Form 8-K during the
                    fourth
                    quarter covered by the Form 10-K but not reported

                	
                  The
                    Responsible Party for the applicable Form 8-K item as indicated
                    above

                
	
                  15

                	
                  Exhibits
                    and Financial Statement Schedules

                	
                   

                
	
                  Item
                    1112(b) - Significant
                    Obligor Financial Information

                	
                  N/A

                
	
                  Item
                    1114(b)(2) - Credit Enhancement Provider Financial
                    Information

                  Determining
                    applicable disclosure threshold

                  Obtaining
                    required financial information or effecting incorporation by
                    reference

                	
                   

                  N/A

                   

                  N/A

                
	
                  Item
                    1115(b) - Derivative Counterparty Financial Information

                  Determining
                    current maximum probable exposure

                  Determining
                    current significance percentage

                  Obtaining
                    required financial information or effecting incorporation by
                    reference

                	
                   

                  [TBD]

                  [TBD]

                  Depositor

                
	
                  Seller

                  Depositor

                  Trustee

                  Issuing
                    entity

                  Master
                    Servicer

                  Originator
                    

                  Custodian

                	
                  Seller

                  Depositor

                  Trustee

                  Issuing
                    entity

                  Master
                    Servicer

                  Originator
                    

                  Custodian

                
	
                  Item
                    1119 - Affiliations and relationships between the following entities,
                    or
                    their respective affiliates, that are material to
                    Certificateholders:

                  Seller

                  Depositor

                  Trustee

                  Issuing
                    entity

                  Master
                    Servicer

                  Originator
                    

                  Custodian
                    

                   

                   

                  Credit
                    Enhancer/Support Provider, if any

                  Significant
                    Obligor, if any

                	
                   

                   

                  Seller

                  Depositor

                  Trustee
                    (only
                    with respect to affiliations and relationships with the sponsor,
                    depositor
                    or issuing entity)

                  Issuing
                    Entity

                  Master
                    Servicer

                  Originator
                    

                  Custodian
                    (only with respect to affiliations and relationships with the
                    sponsor,
                    depositor or issuing entity)

                   

                  Depositor

                  Depositor

                
	
                  Item
                    1122 - Assessment of Compliance with Servicing
                    Criteria

                	
                  Each
                    Party participating in the servicing function

                
	
                  Item
                    1123 -Servicer Compliance Statement

                	
                  Master
                    Servicer

                


        

        


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


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