Unassociated Document


    FREMONT
      HOME LOAN TRUST 2006-1

     

    _____________________

     

    AMENDMENT
      NO. 1 TO POOLING AND SERVICING AGREEMENT

     

    Dated
      as
      of July 20, 2006 

     

    _________________________

     

    Fremont
      Home Loan Trust 2006-1

    


    Asset-Backed
      Certificates, Series 2006-1

    


     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    AMENDMENT
      NO. 1

     

    AMENDMENT
      NO. 1 (this “Amendment”) effective as of April 1, 2006, among Financial Asset
      Securities Corp., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as
      servicer effective July 1, 2006 (the “Servicer”) and Deutsche Bank National
      Trust Company, as trustee (the “Trustee”).

     

    PRELIMINARY
      STATEMENT

     

    WHEREAS,
      the Depositor, the Servicer 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 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 prior
        calendar month related
        Prepayment Period,
        (v) the
        principal portion of any related Substitution Adjustments deposited in the
        Collection Account during the prior
        calendar month 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 prior
        calendar month related
        Prepayment Period,
        (v) the
        principal portion of any related Substitution Adjustments deposited in the
        Collection Account during the prior
        calendar month 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

     

    WELLS
      FARGO BANK, N.A., as Servicer

     

    By: 
      /s/
      Laurie McGoogan   

    Name: Laurie
      McGoogan

    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