Unassociated Document


    FREMONT
      HOME LOAN TRUST 2006-2

     

    _____________________

     

    AMENDMENT
      NO. 1 TO POOLING AND SERVICING AGREEMENT

     

    Dated
      as
      of July 20, 2006 

     

    _________________________

     

    Fremont
      Home Loan Trust 2006-2

    


    Asset-Backed
      Certificates, Series 2006-2

    


     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    AMENDMENT
      NO. 1

     

    AMENDMENT
      NO. 1 (this “Amendment”) effective as of April 1, 2006, among Financial Asset
      Securities Corp., as depositor (the “Depositor”), Fremont Investment & Loan,
      as servicer (the “Servicer”), Wells Fargo Bank, N.A., as master servicer and
      trust administrator (the “Master Servicer” and “Trust Administrator”) and
      Deutsche Bank National Trust Company, as trustee (the “Trustee”).

     

    PRELIMINARY
      STATEMENT

     

    WHEREAS,
      the Depositor, the Servicer, the Master Servicer, the Trust Administrator and
      the Trustee, are parties to the Pooling and Servicing Agreement, dated as of
      April 1, 2006 (the “Agreement”);

     

    WHEREAS,
      Section 11.01 of the Agreement provides that the Agreement may be amended by
      the
      Depositor, the Servicer, the Master Servicer, the Trust Administrator and the
      Trustee; and

     

    NOW,
      THEREFORE, in consideration of the foregoing and of other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto agree as follows:

     

    1.  Capitalized
      terms used but not defined herein shall have the meanings ascribed to such
      terms
      in the Agreement.

     

    2.  Amendments

     

    The
      definitions of Group I Principal Remittance Amount and Group II Principal
      Remittance Amount in Section 1.01 shall be revised as follows (old language
      appears in strikethrough and new language appears in bold
      underline):

     

    “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 related
      Prepayment Period,
      (v) the
      principal portion of any related Substitution Adjustments deposited in the
      Collection Account during the related
      Prepayment Period
      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
      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 related
      Prepayment Period,
      (v) the
      principal portion of any related Substitution Adjustments deposited in the
      Collection Account during the related
      Prepayment Period
      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.

    


    3.  Except
      as
      expressly modified or amended in this Amendment, all of the terms, covenants,
      provisions, agreements and conditions of the Agreement are hereby ratified
      and
      confirmed in every respect and shall remain unmodified and unchanged and shall
      continue in full force and effect.

     

    4.  The
      Depositor certifies that all conditions for the execution of this Amendment
      have
      been satisfied.

     

    5.  This
      Amendment shall become effective as of the date hereof when, and only when,
      the
      Agent shall have received executed counterparts of this Amendment from the
      parties hereto. 

     

    6.  This
      Amendment may be executed in counterparts, each of which shall be an original
      but all of which, taken together, shall constitute one and the same instrument.
      This Amendment shall be construed in accordance with the laws of the State
      of
      New York (excluding provisions regarding conflicts of laws) and the obligations,
      rights and remedies of the parties hereunder shall be determined in accordance
      with such laws.

     

    


     


    IN
      WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 as of
      the
      date first above written.

     

    
      	 	 	 	 	 	 	 	
              FINANCIAL
                ASSET SECURITIES CORP., as
                Depositor

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Ara Balabanian

            
	 	 	 	 	 	 	 	
              Name:

            	
              Ara
                Balabanian

            
	 	 	 	 	 	 	 	
              Title:

            	
              Vice
                President

            


    

    


     

    
      	 	 	 	 	 	 	 	
              FREMONT
                INVESTMENT & LOAN, as Servicer

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Jeff Crusinberry

            
	 	 	 	 	 	 	 	
              Name:

            	
              Jeff
                Crusinberry

            
	 	 	 	 	 	 	 	
              Title:

            	
              Senior
                Vice President

            


    

    


     

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A., as Master Servicer and Trust
                Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Reid Denny

            
	 	 	 	 	 	 	 	
              Name:

            	
              Reid
                Denny

            
	 	 	 	 	 	 	 	
              Title:

            	
              Vice
                President

            


    

    


     

    
      	 	 	 	 	 	 	 	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,
                as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Eiko Akiyama

            
	 	 	 	 	 	 	 	
              Name:

            	
              Eiko
                Akiyama

            
	 	 	 	 	 	 	 	
              Title:

            	
              Associate

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Ronaldo Reyes

            
	 	 	 	 	 	 	 	
              Name:

            	
              Ronaldo
                Reyes

            
	 	 	 	 	 	 	 	
              Title:

            	
              Vice
                President