Unassociated Document


     

    
      
        

      



    


    FINANCIAL
      ASSET SECURITIES CORP.,

    Depositor

    


    


    LITTON
      LOAN SERVICING LP,

    Servicer

    


    


    and

    


    


    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

    Trustee

    


     

    POOLING
      AND SERVICING AGREEMENT

    


    Dated
      as
      of June 1, 2006

    


    


    ___________________________

    Soundview
      Home Loan Trust 2006-A

    


    Asset-Backed
      Certificates, Series 2006-A

    


    
      
 


    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



    


    Table
      of Contents

    


    ARTICLE
      I


    
      	
              ARTICLE
                I

            	 
	
              DEFINITIONS

            	 
	
              SECTION
                1.01

            	
              Defined
                Terms.

            
	
              SECTION
                1.02

            	
              Accounting.

            
	
              SECTION
                1.03

            	
              Allocation
                of Certain Interest Shortfalls.

            
	
              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 an Originator or the
                Seller.

            
	
              SECTION
                2.04

            	
              [Reserved].

            
	
              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

            	
              Conveyance
                of REMIC Regular Interests and Acceptance of REMIC 1, REMIC 2, REMIC
                3,
                REMIC 4, REMIC 5, REMIC 6, REMIC 7, REMIC 8, REMIC 9, REMIC 10, REMIC
                11
                and REMIC 12 by the Trustee; 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 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; Servicing
                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

            	
              Solicitations.

            
	
              SECTION
                3.28

            	
              Net
                WAC Rate Carryover Reserve Account.

            
	
              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

            	
              Commission
                Reporting.

            
	
              SECTION
                4.06

            	
              [Reserved]

            
	
              SECTION
                4.07

            	
              [Reserved]

            
	
              SECTION
                4.08

            	
              Distributions
                on the REMIC Regular Interests.

            
	
              SECTION
                4.09

            	
              Allocation
                of Realized Losses.

            
	
              SECTION
                4.10

            	
              Swap
                Account.

            
	
              SECTION
                4.11

            	
              Tax
                Treatment of Swap Payments and Swap Termination
                Payments.

            
	
              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 aND THE DEPOSITOR

            
	
              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.

            
	
              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 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.

            
	
              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.

            
	
              SECTION
                11.09

            	
              Further
                Assurances.

            
	
              SECTION
                11.10

            	
              Benefits
                of Agreement.

            
	
              SECTION
                11.11

            	
              Acts
                of Certificateholders.

            
	
              SECTION
                11.12

            	
              Intention
                of the Parties and Interpretation.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    

      
        	
                Exhibits:

              	 
	
                Exhibit
                  A-1

              	
                Form
                  of Class A Certificates

              
	
                Exhibit
                  A-2

              	
                Form
                  of Class M-1 Certificates

              
	
                Exhibit
                  A-3

              	
                Form
                  of Class M-2 Certificates

              
	
                Exhibit
                  A-4

              	
                Form
                  of Class M-3 Certificates

              
	
                Exhibit
                  A-5

              	
                Form
                  of Class M-4 Certificates

              
	
                Exhibit
                  A-6

              	
                Form
                  of Class M-5 Certificates

              
	
                Exhibit
                  A-7

              	
                Form
                  of Class M-6 Certificates

              
	
                Exhibit
                  A-8

              	
                Form
                  of Class M-7 Certificates

              
	
                Exhibit
                  A-9

              	
                Form
                  of Class M-8 Certificates

              
	
                Exhibit
                  A-10

              	
                Form
                  of Class M-9 Certificates

              
	
                Exhibit
                  A-11

              	
                Form
                  of Class M-10 Certificates

              
	
                Exhibit
                  A-12

              	
                Form
                  of Class M-11 Certificates

              
	
                Exhibit
                  A-13

              	
                Form
                  of Class M-12 Certificates

              
	
                Exhibit
                  A-14

              	
                Form
                  of Class M-13 Certificates

              
	
                Exhibit
                  A-15

              	
                Form
                  of Class M-14 Certificates

              
	
                Exhibit
                  A-16

              	
                Form
                  of Class M-15 Certificates

              
	
                Exhibit
                  A-17

              	
                Form
                  of Class C Certificates

              
	
                Exhibit
                  A-18

              	
                Form
                  of Class P Certificates

              
	
                Exhibit
                  A-19

              	
                Form
                  of Class R Certificates

              
	
                Exhibit
                  A-20 

              	
                Form
                  of Class R-X Certificates

              
	
                Exhibit
                  A-21

              	
                Form
                  of Class X-1 Certificates

              
	
                Exhibit
                  A-22

              	
                Form
                  of Class X-2 Certificates

              
	
                Exhibit
                  B

              	
                Countrywide
                  Servicing Provisions

              
	
                Exhibit
                  C

              	
                Forms
                  of Assignment Agreements

              
	
                Exhibit
                  D

              	
                Mortgage
                  Loan Schedule

              
	
                Exhibit
                  E

              	
                Request
                  for Release

              
	
                Exhibit
                  F-1

              	
                Form
                  of Trustee’s Initial Certification

              
	
                Exhibit
                  F-2

              	
                Form
                  of Trustee’s Final Certification

              
	
                Exhibit
                  F-3

              	
                Form
                  of Receipt of Mortgage Note

              
	
                Exhibit
                  G

              	
                [Reserved]

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

              
	
                Exhibit
                  N-2

              	
                Form
                  of Certification to be Provided to the Depositor by the
                  Trustee

              
	
                Exhibit
                  N-3

              	
                Form
                  of Certification to be Provided to the Depositor by the
                  Servicer

              
	
                Exhibit
                  O

              	
                [Reserved]

              
	
                Exhibit
                  P

              	
                [Reserved]

              
	
                Exhibit
                  Q

              	
                [Reserved]

              
	
                Exhibit
                  R

              	
                Form
                  of Interest Rate Swap Agreement

              
	
                Exhibit
                  S

              	
                Servicing
                  Criteria

              
	
                Exhibit
                  T

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

              
	
                Schedule
                  I

              	
                Prepayment
                  Charge Schedule

              
	
                Scheule
                  II

              	
                Foreclosure
                  Restricted Loans

              


      

      


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        




    

    This
      Pooling and Servicing Agreement is dated as of June 1, 2006 (the “Agreement”),
      among FINANCIAL ASSET SECURITIES CORP., as depositor (the “Depositor”), LITTON
      LOAN SERVICING LP, as servicer (the “Servicer”) and DEUTSCHE BANK NATIONAL TRUST
      COMPANY, as trustee (the “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-two classes
      of
      certificates, designated as (i) the Class A Certificates, (ii) the Class M-1
      Certificates, (iii) the Class M-2 Certificates, (iv) the Class M-3 Certificates,
      (v) the Class M-4 Certificates, (vi) the Class M-5 Certificates, (vii) the
      Class
      M-6 Certificates, (viii) the Class M-7 Certificates, (ix) the Class M-8
      Certificates, (x) the Class M-9 Certificates, (xi) the Class M-10 Certificates,
      (xii) the Class M-11 Certificates, (xiii) the Class M-12 Certificates, (xiv)
      the
      Class M-13 Certificates, (xv) the Class M-14 Certificates, (xvi) the Class
      M-15
      Certificates, (xvii) the Class C Certificates, (xviii) the Class P Certificates,
      (xix) the Class R Certificates, (xx) the Class R-X Certificates, (xxi) the
      Class
      X-1 Certificates and (xxii) the Class X-2 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, any
      Servicer Prepayment Charge Payment Amounts, the Swap Account, the Supplemental
      Interest Trust and the Interest Rate Swap 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)

              	 	
                $

              	
                126,499,957.41

              	 	
                November
                  25, 2035

              	 
	
                I-1-A

              	 	
                Variable(2)

              	 	
                $

              	
                10,852,756.25

              	 	
                November
                  25, 2035

              	 
	
                I-1-B

              	 	
                Variable(2)

              	 	
                $

              	
                10,852,756.25

              	 	
                November
                  25, 2035

              	 
	
                I-2-A

              	 	
                Variable(2)

              	 	
                $

              	
                10,320,903.75

              	 	
                November
                  25, 2035

              	 
	
                I-2-B

              	 	
                Variable(2)

              	 	
                $

              	
                10,320,903.75

              	 	
                November
                  25, 2035

              	 
	
                I-3-A

              	 	
                Variable(2)

              	 	
                $

              	
                9,815,077.50

              	 	
                November
                  25, 2035

              	 
	
                I-3-B

              	 	
                Variable(2)

              	 	
                $

              	
                9,815,077.50

              	 	
                November
                  25, 2035

              	 
	
                I-4-A

              	 	
                Variable(2)

              	 	
                $

              	
                9,334,003.75

              	 	
                November
                  25, 2035

              	 
	
                I-4-B

              	 	
                Variable(2)

              	 	
                $

              	
                9,334,003.75

              	 	
                November
                  25, 2035

              	 
	
                I-5-A

              	 	
                Variable(2)

              	 	
                $

              	
                8,876,475.00

              	 	
                November
                  25, 2035

              	 
	
                I-5-B

              	 	
                Variable(2)

              	 	
                $

              	
                8,876,475.00

              	 	
                November
                  25, 2035

              	 
	
                I-6-A

              	 	
                Variable(2)

              	 	
                $

              	
                8,441,337.50

              	 	
                November
                  25, 2035

              	 
	
                I-6-B

              	 	
                Variable(2)

              	 	
                $

              	
                8,441,337.50

              	 	
                November
                  25, 2035

              	 
	
                I-7-A

              	 	
                Variable(2)

              	 	
                $

              	
                8,027,500.00

              	 	
                November
                  25, 2035

              	 
	
                I-7-B

              	 	
                Variable(2)

              	 	
                $

              	
                8,027,500.00

              	 	
                November
                  25, 2035

              	 
	
                I-8-A

              	 	
                Variable(2)

              	 	
                $

              	
                7,633,918.75

              	 	
                November
                  25, 2035

              	 
	
                I-8-B

              	 	
                Variable(2)

              	 	
                $

              	
                7,633,918.75

              	 	
                November
                  25, 2035

              	 
	
                I-9-A

              	 	
                Variable(2)

              	 	
                $

              	
                7,259,603.75

              	 	
                November
                  25, 2035

              	 
	
                I-9-B

              	 	
                Variable(2)

              	 	
                $

              	
                7,259,603.75

              	 	
                November
                  25, 2035

              	 
	
                I-10-A

              	 	
                Variable(2)

              	 	
                $

              	
                7,359,948.75

              	 	
                November
                  25, 2035

              	 
	
                I-10-B

              	 	
                Variable(2)

              	 	
                $

              	
                7,359,948.75

              	 	
                November
                  25, 2035

              	 
	
                I-11-A

              	 	
                Variable(2)

              	 	
                $

              	
                8,547,723.75

              	 	
                November
                  25, 2035

              	 
	
                I-11-B

              	 	
                Variable(2)

              	 	
                $

              	
                8,547,723.75

              	 	
                November
                  25, 2035

              	 
	
                I-12-A

              	 	
                Variable(2)

              	 	
                $

              	
                6,206,953.75

              	 	
                November
                  25, 2035

              	 
	
                I-12-B

              	 	
                Variable(2)

              	 	
                $

              	
                6,206,953.75

              	 	
                November
                  25, 2035

              	 
	
                I-13-A

              	 	
                Variable(2)

              	 	
                $

              	
                5,818,463.75

              	 	
                November
                  25, 2035

              	 
	
                I-13-B

              	 	
                Variable(2)

              	 	
                $

              	
                5,818,463.75

              	 	
                November
                  25, 2035

              	 
	
                I-14-A

              	 	
                Variable(2)

              	 	
                $

              	
                5,533,060.00

              	 	
                November
                  25, 2035

              	 
	
                I-14-B

              	 	
                Variable(2)

              	 	
                $

              	
                5,533,060.00

              	 	
                November
                  25, 2035

              	 
	
                I-15-A

              	 	
                Variable(2)

              	 	
                $

              	
                5,261,633.75

              	 	
                November
                  25, 2035

              	 
	
                I-15-B

              	 	
                Variable(2)

              	 	
                $

              	
                5,261,633.75

              	 	
                November
                  25, 2035

              	 
	
                I-16-A

              	 	
                Variable(2)

              	 	
                $

              	
                5,003,500.00

              	 	
                November
                  25, 2035

              	 
	
                I-16-B

              	 	
                Variable(2)

              	 	
                $

              	
                5,003,500.00

              	 	
                November
                  25, 2035

              	 
	
                I-17-A

              	 	
                Variable(2)

              	 	
                $

              	
                4,758,010.00

              	 	
                November
                  25, 2035

              	 
	
                I-17-B

              	 	
                Variable(2)

              	 	
                $

              	
                4,758,010.00

              	 	
                November
                  25, 2035

              	 
	
                I-18-A

              	 	
                Variable(2)

              	 	
                $

              	
                4,524,542.50

              	 	
                November
                  25, 2035

              	 
	
                I-18-B

              	 	
                Variable(2)

              	 	
                $

              	
                4,524,542.50

              	 	
                November
                  25, 2035

              	 
	
                I-19-A

              	 	
                Variable(2)

              	 	
                $

              	
                4,302,511.25

              	 	
                November
                  25, 2035

              	 
	
                I-19-B

              	 	
                Variable(2)

              	 	
                $

              	
                4,302,511.25

              	 	
                November
                  25, 2035

              	 
	
                I-20-A

              	 	
                Variable(2)

              	 	
                $

              	
                4,091,358.75

              	 	
                November
                  25, 2035

              	 
	
                I-20-B

              	 	
                Variable(2)

              	 	
                $

              	
                4,091,358.75

              	 	
                November
                  25, 2035

              	 
	
                I-21-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,890,550.00

              	 	
                November
                  25, 2035

              	 
	
                I-21-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,890,550.00

              	 	
                November
                  25, 2035

              	 
	
                I-22-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,699,578.75

              	 	
                November
                  25, 2035

              	 
	
                I-22-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,699,578.75

              	 	
                November
                  25, 2035

              	 
	
                I-23-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,517,966.25

              	 	
                November
                  25, 2035

              	 
	
                I-23-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,517,966.25

              	 	
                November
                  25, 2035

              	 
	
                I-24-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,345,252.50

              	 	
                November
                  25, 2035

              	 
	
                I-24-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,345,252.50

              	 	
                November
                  25, 2035

              	 
	
                I-25-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,181,002.50

              	 	
                November
                  25, 2035

              	 
	
                I-25-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,181,002.50

              	 	
                November
                  25, 2035

              	 
	
                I-26-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,024,802.50

              	 	
                November
                  25, 2035

              	 
	
                I-26-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,024,802.50

              	 	
                November
                  25, 2035

              	 
	
                I-27-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,876,258.75

              	 	
                November
                  25, 2035

              	 
	
                I-27-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,876,258.75

              	 	
                November
                  25, 2035

              	 
	
                I-28-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,734,996.25

              	 	
                November
                  25, 2035

              	 
	
                I-28-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,734,996.25

              	 	
                November
                  25, 2035

              	 
	
                I-29-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,600,658.75

              	 	
                November
                  25, 2035

              	 
	
                I-29-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,600,658.75

              	 	
                November
                  25, 2035

              	 
	
                I-30-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,472,906.25

              	 	
                November
                  25, 2035

              	 
	
                I-30-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,472,906.25

              	 	
                November
                  25, 2035

              	 
	
                I-31-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,351,417.50

              	 	
                November
                  25, 2035

              	 
	
                I-31-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,351,417.50

              	 	
                November
                  25, 2035

              	 
	
                I-32-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,235,886.25

              	 	
                November
                  25, 2035

              	 
	
                I-32-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,235,886.25

              	 	
                November
                  25, 2035

              	 
	
                I-33-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,126,020.00

              	 	
                November
                  25, 2035

              	 
	
                I-33-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,126,020.00

              	 	
                November
                  25, 2035

              	 
	
                I-34-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,021,541.25

              	 	
                November
                  25, 2035

              	 
	
                I-34-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,021,541.25

              	 	
                November
                  25, 2035

              	 
	
                I-35-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,922,186.25

              	 	
                November
                  25, 2035

              	 
	
                I-35-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,922,186.25

              	 	
                November
                  25, 2035

              	 
	
                I-36-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,827,706.25

              	 	
                November
                  25, 2035

              	 
	
                I-36-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,827,706.25

              	 	
                November
                  25, 2035

              	 
	
                I-37-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,737,860.00

              	 	
                November
                  25, 2035

              	 
	
                I-37-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,737,860.00

              	 	
                November
                  25, 2035

              	 
	
                I-38-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,652,421.25

              	 	
                November
                  25, 2035

              	 
	
                I-38-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,652,421.25

              	 	
                November
                  25, 2035

              	 
	
                I-39-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,571,173.75

              	 	
                November
                  25, 2035

              	 
	
                I-39-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,571,173.75

              	 	
                November
                  25, 2035

              	 
	
                I-40-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,493,912.50

              	 	
                November
                  25, 2035

              	 
	
                I-40-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,493,912.50

              	 	
                November
                  25, 2035

              	 
	
                I-41-A

              	 	
                Variable(2)

              	 	
                $

              	
                28,802,973.75

              	 	
                November
                  25, 2035

              	 
	
                I-41-B

              	 	
                Variable(2)

              	 	
                $

              	
                28,802,973.75

              	 	
                November
                  25, 2035

              	 
	
                P

              	 	
                Variable(2)

              	 	
                $

              	
                100.00

              	 	
                November
                  25, 2035

              	 


      

    

    ________________

    (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 1 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 evidence the sole class of “residual interests” in
      REMIC 2 for purposes of the REMIC Provisions under federal income 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)

            	
               

            	
              $

            	
              557,240,411.61

            	 	 	
              November
                25, 2035

            	 
	
              LTA

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              3,633,440.00

            	 	 	
              November
                25, 2035

            	 
	
              LTM1

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              301,360.00

            	 	 	
              November
                25, 2035

            	 
	
              LTM2

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              289,990.00

            	 	 	
              November
                25, 2035

            	 
	
              LTM3

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              147,840.00

            	 	 	
              November
                25, 2035

            	 
	
              LTM4

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              130,780.00

            	 	 	
              November
                25, 2035

            	 
	
              LTM5

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              125,090.00

            	 	 	
              November
                25, 2035

            	 
	
              LTM6

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              113,720.00

            	 	 	
              November
                25, 2035

            	 
	
              LTM7

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              116,570.00

            	 	 	
              November
                25, 2035

            	 
	
              LTM8

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              113,720.00

            	 	 	
              November
                25, 2035

            	 
	
              LTM9

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              88,130.00

            	 	 	
              November
                25, 2035

            	 
	
              LTM10

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              88,140.00

            	 	 	
              November
                25, 2035

            	 
	
              LTM11

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              79,610.00

            	 	 	
              November
                25, 2035

            	 
	
              LTM12

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              210,390.00

            	 	 	
              November
                25, 2035

            	 
	
              LTM13

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              88,130.00

            	 	 	
              November
                25, 2035

            	 
	
              LTM14

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              76,760.00

            	 	 	
              November
                25, 2035

            	 
	
              LT15

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              82,450.00

            	 	 	
              November
                25, 2035

            	 
	
              LTZZ

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              5,686,133.30

            	 	 	
              November
                25, 2035

            	 
	
              LTP

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              100.00

            	 	 	
              November
                25, 2035

            	 
	
              LTIO

            	 	 	
              Variable(2)

            	
               

            	 	
              (3)

            	
               

            	 	
              November
                25, 2035

            	 


    

    ________________

    (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
                A

            	 	
              $

            	
              363,344,000.00

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 
	
              Class
                M-1

            	 	
              $

            	
              30,136,000.00

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 
	
              Class
                M-2

            	 	
              $

            	
              28,999,000.00

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 
	
              Class
                M-3

            	 	
              $

            	
              14,784,000.00

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 
	
              Class
                M-4

            	 	
              $

            	
              13,078,000.00

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 
	
              Class
                M-5 Interest

            	 	
              $

            	
              12,509,000.00

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 
	
              Class
                M-6 Interest

            	 	
              $

            	
              11,372,000.00

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 
	
              Class
                M-7 Interest

            	 	
              $

            	
              11,657,000.00

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 
	
              Class
                M-8 Interest

            	 	
              $

            	
              11,372,000.00

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 
	
              Class
                M-9 Interest

            	 	
              $

            	
              8,813,000.00

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 
	
              Class
                M-10 Interest

            	 	
              $

            	
              8,814,000.00

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 
	
              Class
                M-11 Interest

            	 	
              $

            	
              7,961,000.00

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 
	
              Class
                M-12 Interest

            	 	
              $

            	
              21,039,000.00

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 
	
              Class
                M-13 Interest

            	 	
              $

            	
              8,813,000.00

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 
	
              Class
                M-14 Interest

            	 	
              $

            	
              7,676,000.00

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 
	
              Class
                M-15 Interest

            	 	
              $

            	
              8,245,000.00

            	 	 	
              Variable(2

            	
               

            	 	
              November
                25, 2035

            	 
	
              Class
                C Interest

            	 	
              $

            	
              664.91(3)

            	
               

            	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 
	
              Class
                P Interest

            	 	
              $

            	
              100.00

            	 	 	
              N/A(4)

            	
               

            	 	
              November
                25, 2035

            	 
	
              Class
                IO Interest

            	 	 	
              (5)

            	
               

            	 	
              (6)

            	
               

            	 	
              November
                25, 2035

            	 


    

    ________________

    (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) 
       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 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.

    (4) 
       The
      Class
      P Interest will not accrue interest.

    (5) 
       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.

    (6) 
       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 Class M-5
      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 Class 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 Class M-5 Certificates.

     

    
      	
              Class
                Designation

            	 	
              Original
                Class Certificate Principal Balance

            	 	
              Pass-Through
                Rate

            	 	
              Latest
                Possible Maturity Date(1)

            	 
	
              Class
                M-5

            	 	
              $

            	
              12,509,000.00

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 


    

    ________________

    
      	
              (1)

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

            


    

    
      	
              (2)

            	
              The
                Class M-5 Certificates will receive 100% of amounts received in respect
                of
                the Class M-5 Interest.

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      5

     

    As
      provided herein, the Trustee shall make an election to treat the Class M-6
      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 Class 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 Class M-6 Certificates.

     

    
      	
              Class
                Designation

            	 	
              Original
                Class Certificate Principal Balance

            	 	
              Pass-Through
                Rate

            	 	
              Latest
                Possible Maturity Date(1)

            	 
	
              Class
                M-6

            	 	
              $

            	
              11,372,000.00

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 


    

    ________________

    
      	
              (1)

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

            


    

    
      	
              (2)

            	
              The
                Class M-6 Certificates will receive 100% of amounts received in respect
                of
                the Class M-6 Interest.

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      6

     

    As
      provided herein, the Trustee shall make an election to treat the Class M-7
      Interest as a REMIC for federal income tax purposes, and such segregated pool
      of
      assets will 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 sets forth (or describes) the Class 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 Class M-7 Certificates.

     

    
      	
              Class
                Designation

            	 	
              Original
                Class Certificate Principal Balance

            	 	
              Pass-Through
                Rate

            	 	
              Latest
                Possible Maturity Date(1)

            	 
	
              Class
                M-7

            	 	
              $

            	
              11,657,000.00

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 


    

    ________________

    
      	
              (1)

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

            


    

    
      	
              (2)

            	
              The
                Class M-7 Certificates will receive 100% of amounts received in respect
                of
                the Class M-7 Interest.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      7

     

    As
      provided herein, the Trustee shall make an election to treat the Class M-8
      Interest as a REMIC for federal income tax purposes, and such segregated pool
      of
      assets will be designated as “REMIC 7.” The Class R-7 Interest represents the
      sole class of “residual interests” in REMIC 7 for purposes of the REMIC
      Provisions.

     

    The
      following table sets forth (or describes) the Class 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 Class M-8 Certificates.

     

    
      	
              Class
                Designation

            	 	
              Original
                Class Certificate Principal Balance

            	 	
              Pass-Through
                Rate

            	 	
              Latest
                Possible Maturity Date(1)

            	 
	
              Class
                M-8

            	 	
              $

            	
              11,372,000.00

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 


    

    ________________

    
      	
              (1)

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

            


    

    
      	
              (2)

            	
              The
                Class M-8 Certificates will receive 100% of amounts received in respect
                of
                the Class M-8 Interest.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    REMIC
      8

     

    As
      provided herein, the Trustee shall make an election to treat the Class M-9
      Interest as a REMIC for federal income tax purposes, and such segregated pool
      of
      assets will be designated as “REMIC 8.” The Class R-8 Interest represents the
      sole class of “residual interests” in REMIC 8 for purposes of the REMIC
      Provisions.

     

    The
      following table sets forth (or describes) the Class 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 Class M-9 Certificates.

     

    
      	
              Class
                Designation

            	 	
              Original
                Class Certificate Principal Balance

            	 	
              Pass-Through
                Rate

            	 	
              Latest
                Possible Maturity Date(1)

            	 
	
              Class
                M-9

            	 	
              $

            	
              8,813,000.00

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 


    

    ________________

    
      	
              (1)

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

            


    

    
      	
              (2)

            	
              The
                Class M-9 Certificates will receive 100% of amounts received in respect
                of
                the Class M-9 Interest.

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      9

     

    As
      provided herein, the Trustee shall make an election to treat the Class M-10
      Interest as a REMIC for federal income tax purposes, and such segregated pool
      of
      assets will be designated as “REMIC 9.” The Class R-9 Interest represents the
      sole class of “residual interests” in REMIC 9 for purposes of the REMIC
      Provisions.

     

    The
      following table sets forth (or describes) the Class 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 Class M-10 Certificates.

     

    
      	
              Class
                Designation

            	 	
              Original
                Class Certificate Principal Balance

            	 	
              Pass-Through
                Rate

            	 	
              Latest
                Possible Maturity Date(1)

            	 
	
              Class
                M-10

            	 	
              $

            	
              8,814,000.00

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 


    

    ________________

    
      	
              (1)

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

            


    

    
      	
              (2)

            	
              The
                Class M-10 Certificates will receive 100% of amounts received in
                respect
                of the Class M-10 Interest.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      10

     

    As
      provided herein, the Trustee shall make an election to treat the Class M-11
      Interest as a REMIC for federal income tax purposes, and such segregated pool
      of
      assets will be designated as “REMIC 10.” The Class R-10 Interest represents the
      sole class of “residual interests” in REMIC 10 for purposes of the REMIC
      Provisions.

     

    The
      following table sets forth (or describes) the Class 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 Class M-11 Certificates.

     

    
      	
              Class
                Designation

            	 	
              Original
                Class Certificate Principal Balance

            	 	
              Pass-Through
                Rate

            	 	
              Latest
                Possible Maturity Date(1)

            	 
	
              Class
                M-11

            	 	
              $

            	
              7,961,000.00

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 


    

    ________________

    
      	
              (1)

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

            


    

    
      	
              (2)

            	
              The
                Class M-11 Certificates will receive 100% of amounts received in
                respect
                of the Class M-11 Interest.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      11

     

    As
      provided herein, the Trustee shall make an election to treat the Class M-12
      Interest as a REMIC for federal income tax purposes, and such segregated pool
      of
      assets will be designated as “REMIC 11.” The Class R-11 Interest represents the
      sole class of “residual interests” in REMIC 11 for purposes of the REMIC
      Provisions.

     

    The
      following table sets forth (or describes) the Class 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 Class M-12 Certificates.

     

    
      	
              Class
                Designation

            	 	
              Original
                Class Certificate Principal Balance

            	 	
              Pass-Through
                Rate

            	 	
              Latest
                Possible Maturity Date(1)

            	 
	
              Class
                M-12

            	 	
              $

            	
              21,039,000.00

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 


    

    ________________

    
      	
              (1)

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

            


    

    
      	
              (2)

            	
              The
                Class M-12 Certificates will receive 100% of amounts received in
                respect
                of the Class M-12 Interest.

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      12

     

    As
      provided herein, the Trustee shall make an election to treat the Class M-13
      Interest as a REMIC for federal income tax purposes, and such segregated pool
      of
      assets will be designated as “REMIC 12.” The Class R-12 Interest represents the
      sole class of “residual interests” in REMIC 12 for purposes of the REMIC
      Provisions.

     

    The
      following table sets forth (or describes) the Class 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 Class M-13 Certificates.

     

    
      	
              Class
                Designation

            	 	
              Original
                Class Certificate Principal Balance

            	 	
              Pass-Through
                Rate

            	 	
              Latest
                Possible Maturity Date(1)

            	 
	
              Class
                M-13

            	 	
              $

            	
              8,813,000.00

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 


    

    ________________

    
      	
              (1)

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

            


    

    
      	
              (2)

            	
              The
                Class M-13 Certificates will receive 100% of amounts received in
                respect
                of the Class M-13 Interest.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      13

     

    As
      provided herein, the Trustee shall make an election to treat the Class M-14
      Interest as a REMIC for federal income tax purposes, and such segregated pool
      of
      assets will be designated as “REMIC 13.” The Class R-13 Interest represents the
      sole class of “residual interests” in REMIC 13 for purposes of the REMIC
      Provisions.

     

    The
      following table sets forth (or describes) the Class 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 Class M-14 Certificates.

     

    
      	
              Class
                Designation

            	 	
              Original
                Class Certificate Principal Balance

            	 	
              Pass-Through
                Rate

            	 	
              Latest
                Possible Maturity Date(1)

            	 
	
              Class
                M-14

            	 	
              $

            	
              7,676,000.00

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 


    

    ________________

    
      	
              (1)

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

            


    

    
      	
              (2)

            	
              The
                Class M-14 Certificates will receive 100% of amounts received in
                respect
                of the Class M-14 Interest.

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      14

     

    As
      provided herein, the Trustee shall make an election to treat the Class M-15
      Interest as a REMIC for federal income tax purposes, and such segregated pool
      of
      assets will be designated as “REMIC 14.” The Class R-14 Interest represents the
      sole class of “residual interests” in REMIC 14 for purposes of the REMIC
      Provisions.

     

    The
      following table sets forth (or describes) the Class 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 Class M-15 Certificates.

     

    
      	
              Class
                Designation

            	 	
              Original
                Class Certificate Principal Balance

            	 	
              Pass-Through
                Rate

            	 	
              Latest
                Possible Maturity Date(1)

            	 
	
              Class
                M-15

            	 	
              $

            	
              8,245,000.00

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 


    

    ________________

    
      	
              (1)

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

            


    

    
      	
              (2)

            	
              The
                Class M-15 Certificates will receive 100% of amounts received in
                respect
                of the Class M-15 Interest.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      15

     

    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 15.”
The Class R-15 Interest represents the sole class of “residual interests” in
      REMIC 15 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 15 created hereunder:

     

    
      	
              Designation

            	 	
              Original
                Class Certificate Principal Balance

            	 	
              Pass-Through
                Rate

            	 	
              Latest
                Possible Maturity Date(1)

            	 
	
              Class
                C Certificates

            	 	
              $

            	
              664.91

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 


    

    _______________

    (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
      16

     

    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 16.”
The Class R-16 Interest represents the sole class of “residual interests” in
      REMIC 16 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 16 created hereunder:

     

    
      	
              Designation

            	 	
              Original
                Class Certificate Principal Balance

            	 	
              Pass-Through
                Rate

            	 	
              Latest
                Possible Maturity Date(1)

            	 
	
              Class
                P

            	 	
              $

            	
              100.00

            	 	 	
              Variable(2)

            	
               

            	 	
              November
                25, 2035

            	 


    

    _______________

    (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
      17

     

    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 17.”
The Class R-17 Interest represents the sole class of “residual interests” in
      REMIC 17 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 17 Regular Interest, which will be
      uncertificated.

     

    
      	
              Designation

            	 	
              Original
                Class Certificate

              Principal
                Balance

            	 	
              Pass-Through
                Rate

            	 	
              Latest
                Possible Maturity Date(1)

            	 
	
              SWAP
                IO

            	 	 	
              N/A

            	 	 	
              Variable(2)

            	
               

            	 	
              January
                25, 2036

            	 


    

    ________________

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

    (2) REMIC
      17
      Regular Interest SWAP IO shall receive 100% of amounts received in respect
      of
      the Class IO Interest. 

    


    In
      addition to the foregoing, the Trust will issue the Class X-1 Certificates
      and
      the Class X-2 Certificates. The Class X-1 Certificates and the Class X-2
      Certificates shall be treated as partners in a partnership for federal income
      tax purposes for so long as the Class X-1 Certificates and the Class X-2
      Certificates are beneficially owned by more than one Person for federal income
      tax purposes.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    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 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 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 such Distribution Date. With respect to the Class C
      Certificates and each Distribution Date, the calendar month prior to the month
      of such Distribution Date.

     

    “Adjustable-Rate
      Mortgage Loan”: A second 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 Servicing 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 Servicing 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 Notice”: As defined in Section 3.29 hereof.

     

    “Advance
      Financing 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.

     

    “Assignment
      Agreements”: Each Assignment and Recognition Agreement, dated the Closing Date,
      among the Seller, the related Originator and the Depositor, pursuant to which
      certain of the Seller’s rights under the related Master Agreement were assigned
      to the Depositor, substantially in the forms attached hereto as Exhibit
      C.

     

    “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, Principal Prepayments, Subsequent
      Recoveries, 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 New Swap Payment and 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) any indemnification payments or expense
      reimbursements made by the Trust Fund pursuant to Section 6.03 or Section 8.05
      and (e) 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).

     

    “Balloon
      Mortgage Loan”: A Mortgage Loan that provides for the payment of the unamortized
      Stated Principal Balance of such Mortgage Loan in a single payment at the
      maturity of such Mortgage Loan that is substantially greater than the preceding
      monthly payment.

     

    “Balloon
      Payment”: A payment of the unamortized Stated Principal Balance of a Mortgage
      Loan in a single payment at the maturity of such Mortgage Loan that is
      substantially greater than the preceding Monthly Payment.

     

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

     

    “Basic
      Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (i) the Principal Remittance Amount for such Distribution Date over
      (ii) the Overcollateralization Release Amount, if any, for such 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 Floating Rate
      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.

     

    “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 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 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 the 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)
                (%)

            
	
              A

            	
              LTA

            	
              0.190

            	
              0.380

            
	
              M-1

            	
              LTM1

            	
              0.370

            	
              0.555

            
	
              M-2

            	
              LTM2

            	
              0.450

            	
              0.675

            
	
              M-3

            	
              LTM3

            	
              0.500

            	
              0.750

            
	
              M-4

            	
              LTM4

            	
              0.600

            	
              0.900

            
	
              M-5

            	
              LTM5

            	
              0.700

            	
              1.050

            
	
              M-6

            	
              LTM6

            	
              1.000

            	
              1.500

            
	
              M-7

            	
              LTM7

            	
              1.500

            	
              2.250

            
	
              M-8

            	
              LTM8

            	
              2.500

            	
              3.750

            
	
              M-9

            	
              LTM9

            	
              2.500

            	
              3.750

            
	
              M-10

            	
              LTM10

            	
              2.500

            	
              3.750

            
	
              M-11

            	
              LTM11

            	
              2.500

            	
              3.750

            
	
              M-12

            	
              LTM12

            	
              2.500

            	
              3.750

            
	
              M-13

            	
              LTM13

            	
              2.500

            	
              3.750

            
	
              M-14

            	
              LTM14

            	
              2.500

            	
              3.750

            
	
              M-15

            	
              LTM15

            	
              2.500

            	
              3.750

            


    

    __________

    (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 Floating Rate 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).

     

    “Charged
      Off Loan”: Any Mortgage Loan that is charged off by the Servicer pursuant to
      Section 3.16(a).

     

    “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
      Certificate”: Any one of the Class A Certificates executed by the Trustee, and
      authenticated and delivered by the Certificate Registrar, substantially in
      the
      form annexed hereto as Exhibit A, 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
      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-17, representing (i) a Regular Interest in
      REMIC 15, (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 Regular Interest
      in REMIC 3 for purposes of the REMIC Provisions.

     

    “Class
      IO
      Distribution Amount”: As defined in Section 4.10 hereof. For purposes of
      clarity, the Class IO Distribution Amount for any Distribution Date shall equal
      the amount payable to the Supplemental Interest Trust Trustee on such
      Distribution Date in excess of the amount payable on the Class IO Interest
      on
      such Distribution Date, all as further provided in Section 4.10
      hereof.

     

    “Class
      IO
      Interest”: An uncertificated interest in the Trust Fund evidencing a Regular
      Interest in REMIC 3.

     

    “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-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
      M-1 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      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 Certificate Principal Balance of the Class
      M-1
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) 31.20% 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
      Overcollateralization Floor.

     

    “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-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
      M-2 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      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 Class M-1
      Principal Distribution Amount on such Distribution Date) and (iii) the
      Certificate Principal Balance of the Class M-2 Certificates immediately prior
      to
      such Distribution Date over (y) the lesser of (A) the product of (i) 41.40%
      and
      (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the
      last
      day of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) minus the Overcollateralization Floor.

     

    “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-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
      M-3 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      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 Class M-1
      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 Class M-2 Principal Distribution Amount on such Distribution
      Date) and (iv) the Certificate Principal Balance of the Class M-3 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) 46.60% and (ii) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) and (B) the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced, and unscheduled collections
      of
      principal received during the related Prepayment Period) minus the
      Overcollateralization Floor.

     

    “Class
      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-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-4 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      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 Class M-1
      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 Class M-2 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) 51.20% 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 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-6, representing (i) a Regular Interest
      in
      REMIC 4, (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 Interest”: An uncertificated interest in the Trust Fund held by the Trustee
      on behalf of the Holders of the Class M-5 Certificates, evidencing a Regular
      Interest in REMIC 3 for purposes of the REMIC Provisions.

     

    “Class
      M-5 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      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 Class M-1
      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 Class M-2 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) 55.60% and (ii) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) and (B) the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced, and unscheduled collections
      of
      principal received during the related Prepayment Period) minus the
      Overcollateralization Floor.

     

    “Class
      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-7, representing (i) a Regular Interest
      in
      REMIC 5, (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 Interest”: An uncertificated interest in the Trust Fund held by the Trustee
      on behalf of the Holders of the Class M-6 Certificates, evidencing a Regular
      Interest in REMIC 3 for purposes of the REMIC Provisions.

     

    “Class
      M-6 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      Certificate Principal Balance of the Class A Certificates (after taking into
      account the distribution of the Class A 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 Class M-1
      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 Class M-2 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) 59.60% and
      (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) minus the Overcollateralization Floor.

     

    “Class
      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-8, representing (i) a Regular Interest
      in
      REMIC 6, (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 Interest”: An uncertificated interest in the Trust Fund held by the Trustee
      on behalf of the Holders of the Class M-7 Certificates, evidencing a Regular
      Interest in REMIC 3 for purposes of the REMIC Provisions.

     

    “Class
      M-7 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      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 Class M-1
      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 Class M-2 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) 63.70% and (ii) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) and (B) the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced, and unscheduled collections
      of
      principal received during the related Prepayment Period) minus the
      Overcollateralization Floor.

     

    “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-9, representing (i) a Regular Interest
      in
      REMIC 7, (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 Interest”: An uncertificated interest in the Trust Fund held by the Trustee
      on behalf of the Holders of the Class M-8 Certificates, evidencing a Regular
      Interest in REMIC 3 for purposes of the REMIC Provisions.

     

    “Class
      M-8 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      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 Class M-1
      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 Class M-2 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) 67.70% and
      (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) minus the Overcollateralization Floor.

     

    “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-10, representing (i) a Regular Interest
      in
      REMIC 8, (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 Interest”: An uncertificated interest in the Trust Fund held by the Trustee
      on behalf of the Holders of the Class M-9 Certificates, evidencing a Regular
      Interest in REMIC 3 for purposes of the REMIC Provisions.

     

    “Class
      M-9 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      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 Class M-1
      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 Class M-2 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) 70.80% and (ii) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) and (B) the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced, and unscheduled collections
      of
      principal received during the related Prepayment Period) minus the
      Overcollateralization Floor.

     

    “Class
      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-11, representing (i)
      a
      Regular Interest in REMIC 9, (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 Interest”: An uncertificated interest in the Trust Fund held by the Trustee
      on behalf of the Holders of the Class M-10 Certificates, evidencing a Regular
      Interest in REMIC 3 for purposes of the REMIC Provisions.

     

    “Class
      M-10 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      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 Class M-1
      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 Class M-2 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), (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) 73.90% and
      (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) minus the Overcollateralization Floor.

     

    “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-12, representing (i)
      a
      Regular Interest in REMIC 10, (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 Interest”: An uncertificated interest in the Trust Fund held by the Trustee
      on behalf of the Holders of the Class M-11 Certificates, evidencing a Regular
      Interest in REMIC 3 for purposes of the REMIC Provisions.

     

    “Class
      M-11 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      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 Class M-1
      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 Class M-2 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), (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), (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) 76.70% and (ii) the aggregate Stated Principal Balance
      of
      the Mortgage Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced, and unscheduled collections of principal
      received during the related Prepayment Period) and (B) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) minus
      the Overcollateralization Floor.

     

    “Class
      M-12 Certificate”: Any one of the Class M-12 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 11, (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 Interest”: An uncertificated interest in the Trust Fund held by the Trustee
      on behalf of the Holders of the Class M-12 Certificates, evidencing a Regular
      Interest in REMIC 3 for purposes of the REMIC Provisions.

     

    “Class
      M-12 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      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 Class M-1
      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 Class M-2 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), (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), (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) and (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) 84.10%
      and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of
      the
      last day of the related Due Period (after giving effect to scheduled payments
      of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) minus the Overcollateralization Floor.

     

    “Class
      M-13 Certificate”: Any one of the Class M-13 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 12, (ii) the right to receive the Net WAC Rate
      Carryover Amount and (iii) the obligation to pay the Class IO Distribution
      Amount.

     

    “Class
      M-13 Interest”: An uncertificated interest in the Trust Fund held by the Trustee
      on behalf of the Holders of the Class M-13 Certificates, evidencing a Regular
      Interest in REMIC 3 for purposes of the REMIC Provisions.

     

    “Class
      M-13 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      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 Class M-1
      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 Class M-2 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), (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), (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 (after taking into account
      the
      distribution of the Class M-12 Principal Distribution Amount on such
      Distribution Date) and (xiv) the Certificate Principal Balance of the Class
      M-13
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) 87.20% 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 Overcollateralization Floor.

     

    “Class
      M-14 Certificate”: Any one of the Class M-14 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 13, (ii) the right to receive the Net WAC Rate
      Carryover Amount and (iii) the obligation to pay the Class IO Distribution
      Amount.

     

    “Class
      M-14 Interest”: An uncertificated interest in the Trust Fund held by the Trustee
      on behalf of the Holders of the Class M-14 Certificates, evidencing a Regular
      Interest in REMIC 3 for purposes of the REMIC Provisions.

     

    “Class
      M-14 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      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 Class M-1
      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 Class M-2 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), (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), (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 (after taking into account
      the
      distribution of the Class M-12 Principal Distribution Amount on such
      Distribution Date), (xiv) the Certificate Principal Balance of the Class M-13
      Certificates (after taking into account the distribution of the Class M-13
      Principal Distribution Amount on such Distribution Date) and (xv) the
      Certificate Principal Balance of the Class M-14 Certificates immediately prior
      to such Distribution Date over (y) the lesser of (A) the product of (i) 89.90%
      and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of
      the
      last day of the related Due Period (after giving effect to scheduled payments
      of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) minus the Overcollateralization Floor.

     

    “Class
      M-15 Certificate”: Any one of the Class M-15 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 14, (ii) the right to receive the Net WAC Rate
      Carryover Amount and (iii) the obligation to pay the Class IO Distribution
      Amount.

     

    “Class
      M-15 Interest”: An uncertificated interest in the Trust Fund held by the Trustee
      on behalf of the Holders of the Class M-15 Certificates, evidencing a Regular
      Interest in REMIC 3 for purposes of the REMIC Provisions.

     

    “Class
      M-15 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      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 Class M-1
      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 Class M-2 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), (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), (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 (after taking into account
      the
      distribution of the Class M-12 Principal Distribution Amount on such
      Distribution Date), (xiv) the Certificate Principal Balance of the Class M-13
      Certificates (after taking into account the distribution of the Class M-13
      Principal Distribution Amount on such Distribution Date), (xv) the Certificate
      Principal Balance of the Class M-14 Certificates (after taking into account
      the
      distribution of the Class M-14 Principal Distribution Amount on such
      Distribution Date), and (xvi) the Certificate Principal Balance of the Class
      M-15 Certificates immediately prior to such Distribution Date over (y) the
      lesser of (A) the product of (i) 92.80% and (ii) the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced, and unscheduled collections
      of
      principal received during the related Prepayment Period) and (B) the aggregate
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Due Period (after giving effect to scheduled payments of principal due during
      the related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) minus
      the Overcollateralization Floor.

     

    “Class
      P
      Certificates”: 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-18, representing a Regular Interest in REMIC
      16.

     

    “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-19 and evidencing the ownership of the Class R-1 Interest,
      the Class R-2 Intererst and the Class R-3 Interest.

     

    “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-20 and evidencing the ownership of the Class
      R-4 Interest, the Class R-5 Interest, the Class R-6 Interest, the Class R-7
      Interest, the Class R-8 Interest, the Class R-9 Interest, the Class R-10
      Interest, the Class R-11 Interest, the Class R-12 Interest, the Class R-13
      Interest, the Class R-14 Interest, the Class R-15 Interest, the Class R-16
      Interest and the Class R-17 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-7 Interest”: The uncertificated Residual Interest in REMIC 7.

     

    “Class
      R-8 Interest”: The uncertificated Residual Interest in REMIC 8.

     

    “Class
      R-9 Interest”: The uncertificated Residual Interest in REMIC 9.

     

    “Class
      R-10 Interest”: The uncertificated Residual Interest in REMIC 10.

     

    “Class
      R-11 Interest”: The uncertificated Residual Interest in REMIC 11.

     

    “Class
      R-12 Interest”: The uncertificated Residual Interest in REMIC 12.

     

    “Class
      R-13 Interest”: The uncertificated Residual Interest in REMIC 13.

     

    “Class
      R-14 Interest”: The uncertificated Residual Interest in REMIC 14.

     

    “Class
      R-15 Interest”: The uncertificated Residual Interest in REMIC 15.

     

    “Class
      R-16 Interest”: The uncertificated Residual Interest in REMIC 16.

     

    “Class
      R-17 Interest”: The uncertificated Residual Interest in REMIC 17.

     

    “Class
      X
      Certificate”: Any Class X-1 Certificate or Class X-2 Certificate.

     

    “Class
      X-1 Certificates”: The Class X-1 Certificates executed by the Trustee, and
      authenticated and delivered by the Certificate Registrar, substantially in
      the
      form annexed hereto as Exhibit A-21, representing the right to distributions
      as
      set forth herein.

     

    “Class
      X-2 Certificates”: The Class X-2 Certificates executed by the Trustee, and
      authenticated and delivered by the Certificate Registrar, substantially in
      the
      form annexed hereto as Exhibit A-22, representing the right to distributions
      as
      set forth herein.

     

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

     

    “Closing
      Date”: July 13, 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 Soundview Home
      Loan
      Trust 2006-A, Asset-Backed Certificates, Series 2006-A,” 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, California
      92705-4934, or at such other address as the Trustee may designate from time
      to
      time by notice to the Certificateholders, the Depositor and the
      Servicer.

     

    “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

            
	
              LTA

            	
              Class
                A

            
	
              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

            
	
              LTM13

            	
              Class
                M-13

            
	
              LTM14

            	
              Class
                M-14

            
	
              LTM15

            	
              Class
                M-15

            
	
              LTP

            	
              Class
                P

            


    

    


    “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 Principal Distribution Amount to
      the
      Holders of the Certificates then entitled to distributions of principal on
      such
      Distribution Date.

     

    “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.

     

    “Custodian”:
      Deutsche Bank National Trust Company, as custodian of the Mortgage Files, or
      any
      successor thereto.

     

    “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.

     

    “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 have been discharged by reason of 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 any 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 Soundview Home Loan Trust 2006-A, Asset-Backed
      Certificates, Series 2006-A” 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 F-1 by Fitch
      and
      P-1 by Moody’s (or comparable ratings if 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. Eligible Accounts may bear
      interest.

     

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

     

    “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 Floating Rate Certificates and
      any Distribution Date, the excess, if any, of 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 over (ii) the
      Overcollateralization Target Amount for such Distribution Date.

     

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

     

    “Extra
      Principal Distribution Amount”: With respect to any Distribution Date, the
      lesser of (x) the Monthly Interest Distributable Amount distributable 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.

     

    “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.

     

    “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 related
      Originator, 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.

     

    “Floating
      Rate Certificates”: The Class A Certificates and the Mezzanine
      Certificates.

     

    “Floating
      Swap Payment”: With respect to any Distribution Date, a floating amount equal to
      the product of (i) Swap LIBOR, (ii) the related Notional 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 (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.

     

    “Foreclosure
      Restricted Loan”: A Mortgage Loan that is 90 or more days delinquent as of the
      Closing Date, unless such Mortgage Loan has become current for three consecutive
      Monthly Payments after the Closing Date, which Mortgage Loans are identified
      on
      Schedule II attached hereto.

     

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

     

    “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, Class M-13, Class M-14 and Class M-15 Certificates.

     

    “Indenture”:
      An indenture relating to the issuance of notes secured by the Class C
      Certificates, the Class P Certificates and/or the Class R Certificates (or
      any
      portion thereof).

     

    “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 Floating Rate Certificates and each
      Accrual Period, the second LIBOR Business Day preceding the commencement of
      such
      Accrual Period.

     

    “Interest
      Rate Swap Agreement”: The 1992 ISDA Master Agreement (Multicurrency-Cross
      Border) dated as of the Closing Date (together with the schedule thereto, the
      Master Agreement) between the Swap Provider and the Supplemental Interest Trust
      Trustee.

     

    “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 Mortgage Loans.

     

    “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, plus the unpaid principal balance of any related first lien
      mortgage loan, and the denominator of which is the Value of the related
      Mortgaged Property.

     

    “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 related Originator 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 REMIC 2 Regular Interest LTA, 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 LTM13,
      REMIC 2 Regular Interest LTM14, REMIC 2 Regular Interest LTM15 and REMIC 2
      Regular Interest LTZZ, with the rate on each such REMIC 2 Regular Interest
      (other than REMIC 2 Regular Interest LTZZ) subject to a cap equal to the lesser
      of (i) the Pass-Through Rate for the related Corresponding Certificate (without
      regard to the Net WAC Rate) and (ii) the Net WAC Rate 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 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.

     

    “Master
      Agreement”: Each of the Master Mortgage Loan Purchase and Interim Servicing
      Agreements between an Originator and the Seller.

     

    “Maximum
      Cap Rate”: For any Distribution Date and any Class of the Floating Rate
      Certificates, a per annum rate 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 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.

     

    “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.

     

    “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 LTA, 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 LTM13, REMIC 2 Regular
      Interest LTM14 and REMIC 2 Regular Interest LTM15 with the rate on each such
      REMIC 2 Regular Interest subject to a cap equal to the lesser of (i) the
      Pass-Through Rate for the related Corresponding Certificate (without regard
      to
      the Net WAC Rate) and (ii) the Net WAC Rate 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.

     

    “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, Class M-12
      Certificate, Class M-13 Certificate, Class M-14 Certificate or Class M-15
      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 the Floating Rate Certificates
      and the 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 and 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
      clause (ii) of 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 second lien on,
      or
      second 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 Schedule”: As of any date, the list of Mortgage Loans included in REMIC 1
      on such date, separately identifying the Mortgage Loans, attached hereto as
      Exhibit D. The Mortgage Loan Schedule shall be prepared by the Seller 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; and

            


    

     

    
      	(27)  	
              the
                MIN, if applicable.

            


    

     

    The
      Mortgage Loan Schedule shall set forth the following information with respect
      to
      the Mortgage Loans as of the Cut-off Date: (1) the number of Mortgage Loans;
      (2)
      the current Principal Balance of the Mortgage Loans; (3) the weighted average
      Mortgage 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 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
      Floating Rate 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
      WAC
      Rate”: With respect to the Floating Rate Certificates and any Distribution Date,
      a per annum rate equal to the product of (A) the weighted average of the
      Adjusted Net Mortgage Rates of the Mortgage Loans minus an amount, expressed
      as
      a per annum rate, equal to the sum of (x) the product of (i) any Net Swap
      Payment owed to the Swap Provider divided by the outstanding principal balance
      of the Mortgage Loans and (ii) 12 and (y) the product of (i) any Swap
      Termination Payment (other than any Swap Termination Payment resulting from
      a
      Swap Provider Trigger Event), payable by the Trust, divided by the outstanding
      principal balance of the Mortgage Loans and (ii) 12 and (B) 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. For federal income tax purposes,
      the
      economic equivalent of such rate shall be expressed as the weighted average
      (adjusted for the actual number of days elapsed elapsed in the related Accrual
      Period) of the Uncertificated REMIC 2 Pass-Through Rates on the REMIC 2 Regular
      Interests (other than REMIC 2 Regular Interest 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 the Floating Rate 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 Formula 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
      Formula Rate for the most recently ended Accrual Period.

     

    “Net
      WAC
      Rate Carryover Reserve Account”: The account established and maintained pursuant
      to Section 3.28.

     

    “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.

     

    “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. Any Advances or
      Servicing Advances relating to Charged Off Mortgage Loans shall be deemed to
      be
      Nonrecoverable Advances

     

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

     

    “Offered
      Certificates”: The Class A Certificates, the Class M-1 Certificates, the Class
      M-2 Certificates, the Class M-3 Certificates and the Class M-4 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),
      and 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 Floating Rate Certificates, the Class C Certificates, the Class
      C
      Interest, the Class IO Interest, REMIC 17 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”:
      Each of Aames Capital Corp., Ameriquest Mortgage Company and Argent Mortgage
      Company, L.L.C., Countrywide Home Loans LP, Fremont Investment & Loan, Long
      Beach Mortgage Company, Meritage Mortgage Corporation, New Century Mortgage
      Corporation and WMC Mortgage Corp., or their respective successor in interest,
      as the context requires.

     

    “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”: $2,843,063.82.

     

    “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 the Distribution Date in July 2006, 0.00%.
      With
      respect to each Distribution Date other than the Distribution Date in July
      2006,
      (i) prior to the Stepdown Date, an amount equal to 3.60% of the aggregate Stated
      Principal Balance of the Mortgage Loans as of the Cut-off Date, (ii) on or
      after
      the Stepdown Date provided a Trigger Event is not in effect, the greater of
      (A)
      7.20% 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) the Overcollateralization Floor and
      (iii)
      on or after the Stepdown Date if a Trigger Event is in effect, the
      Overcollateralization Target Amount for the immediately preceding Distribution
      Date.
      Notwithstanding the foregoing, on and after any Distribution Date following
      the
      reduction of the aggregate Certificate Principal Balance of the Floating Rate
      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 aggregate Certificate Principal Balance of the Floating Rate
      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, the Class M-5 Interest,
      the Class M-6 Interest, the Class M-7 Interest, the Class M-8 Interest, the
      Class M-9 Interest, the Class M-10 Interest, the Class M-11 Interest, the Class
      M-12 Interest, the Class M-13 Interest, the Class M-14 Interest and the Class
      M-15 Interest and any Distribution Date, the lesser of (x) the related Formula
      Rate for such Distribution Date and (y) 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, LTA, LTM1,
      LTM2, LTM3, LTM4, LTM5, LTM6, LTM7, LTM8, LTM9, LTM10, LTM11, LTM12, LTM13,
      LTM14, LTM15 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.

     

    With
      respect to 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, the Class M-12 Certificates,
      the
      Class M-13 Certificates, the Class M-14 Certificates and the Class M-15
      Certificates, 100% of the interest distributable to the Class M-5 Interest,
      the
      Class M-6 Interest, the Class M-7 Interest, the Class M-8 Interest, the Class
      M-9 Interest, the Class M-10 Interest, the Class M-11 Interest, the Class M-12
      Interest, the Class M-13 Interest, the Class M-14 Interest and the Class M-15
      Interest, respectively, in each case 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
      17 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 Trustee or any of their
      respective Affiliates or for which an Affiliate of the Trustee serves as an
      advisor:

     

    (1)  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;

     

    (2)  (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 provided that each such investment has an original maturity of no more
      than
      365 days; and (B) any other demand or time deposit or deposit which is fully
      insured by the FDIC;

     

    (3)  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 and P-1 by
      Moody’s, 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;

     

    (4)  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;

     

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

     

    (6)  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) and “Aaa” by Moody’s; and

     

    (7)  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 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:

     

    (i)  the
      Mortgage Loan identifying number;

     

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

     

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

     

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

     

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

     

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

     

    “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 fifteenth
      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 in full 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 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 on the
      amount of such Principal Prepayment for the number of days commencing on the
      date such Principal Prepayment is received and ending on the last day of the
      calendar month preceding the month in which such Distribution Date
      occurs.

     

    “Prepayment
      Period”: With respect to any Distribution Date, the period commencing on the
      16th
      day of
      the calendar month preceding the calendar month in which such 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 the related 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
      Distribution Amount”: With respect to any Distribution Date, the sum of (i) the
      Basic Principal Distribution Amount for such Distribution Date and (ii) the
      Extra Principal Distribution Amount for such Distribution Date.

     

    “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, that portion of
      Available Funds equal to the sum of (i) each scheduled payment of principal
      collected or advanced by the Servicer that were due during the related Due
      Period, (ii) the principal portion of all partial and full Principal Prepayments
      applied by the Servicer during the related Prepayment Period, (iii) the
      principal portion of all related Net Liquidation Proceeds, Insurance Proceeds
      and Subsequent Recoveries received during the related Prepayment Period with
      respect to the Mortgage Loans, (iv) that portion of the Purchase Price,
      representing principal of any repurchased 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 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.

     

    “Prospectus
      Supplement”: That certain Prospectus Supplement dated June 30, 2006 relating to
      the public offering of the Offered 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
      party purchasing the Mortgage Loan 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 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 with respect
      to such loan of any predatory or abusive lending law. With respect to each
      Originator and any Mortgage Loan or REO Property to be purchased pursuant to
      or
      as contemplated by Section 2.03 or 10.01, and as confirmed by a certificate
      of
      an Officers’ Certificate of the related Originator to the Trustee, an amount
      equal to the amount set forth pursuant to the terms of the related Master
      Agreement.

     

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

     

    “Qualified
      Substitute Mortgage Loan”: With respect to the Seller, a mortgage loan
      substituted for a Deleted Mortgage Loan pursuant to the terms of this 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) have a remaining term to
      maturity not greater than (and not more than one year less than) that of the
      Deleted Mortgage Loan, (viii) be current as of the date of substitution, (ix)
      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, (x) have
      a
      risk grading determined by the Originator at least equal to the risk grading
      assigned on the Deleted Mortgage Loan, (xi) have been underwritten or
      reunderwritten by the related Originator in accordance with the same
      underwriting criteria and guidelines as the Deleted Mortgage Loan, (xii) be
      a
      first lien mortgage loan if the Deleted Mortgage Loan is a first lien mortgage
      loan and (xiii) conform to each representation and warranty set forth in Section
      3.01 of the Mortgage Loan Purchase Agreement or assigned to the Depositor
      pursuant to the related Assignment 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 clause (ii) 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 (vii) 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 (ix) 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 (xii) hereof must be satisfied as to each Qualified
      Substitute Mortgage Loan or in the aggregate, as the case may be. With respect
      to each Originator, a mortgage loan substituted for a Deleted Mortgage Loan
      pursuant to the terms of the related Master Agreement which must, on the date
      of
      such substitution conform to the terms set forth in the related Master
      Agreement.

     

    “Rating
      Agency or Rating Agencies”: Moody’s and Fitch, 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. Any Charged Off Loan will give rise to a Realized Loss
      at
      the time it is charged off, as described in Section 3.16 hereof.

     

    “Record
      Date”: With respect to (i) 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 and (ii) the Class P Certificates, the Class
      C
      Certificates and the Residual Certificates, the Close of Business on the last
      Business Day of the calendar month preceding the month in which the related
      Distribution Date occurs or, in the case of the first Distribution Date, the
      Close of Business on the Closing Date.

     

    “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 Originators 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 Floating Rate Certificates, Class C Certificates or
      Class P Certificates.

     

    “Relief
      Act”: The Servicemembers Civil Relief Act, 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, 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 Stated Principal Balance of such Mortgage Loan at the Mortgage Rate
      for
      such Mortgage Loan before giving effect to the application of the Relief
      Act.

     

    “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 Master Agreements and
      the Assignment Agreements (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, a REMIC election will not be made with respect to the
      Net WAC Rate Carryover Reserve Account, the Swap Account, the Supplemental
      Interest Trust, the Interest Rate Swap Agreement or any Servicer Prepayment
      Charge Payment Amounts.

     

    “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”: The segregated pool of assets consisting of all of the REMIC 1 Regular
      Interests and conveyed in trust to the Trustee, for the benefit of REMIC 3,
      as
      holder of the REMIC 2 Regular Interests, and the Class R Certificateholders,
      as
      Holders of the Class R-2 Interest, pursuant to Article II hereunder, and all
      amounts deposited therein, with respect to which a separate REMIC election
      is to
      be made.

     

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

     

    “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 Interst LTP) minus (ii) the aggregate
      Uncertificated Principal Balance of REMIC 2 Regular Interest LTA, 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
      LTM13, REMIC 2 Regular Interest LTM14 and REMIC 2 Regular Interest LTM15, in
      each case as of such date of determination.

     

    “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 LTA, 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 LTM13, REMIC
      2
      Regular Interest LTM14 and REMIC 2 Regular Interest LTM15 and the denominator
      of
      which is the aggregate Uncertificated Principal Balance of REMIC 2 Regular
      Interest LTA, 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 LTM13, REMIC 2 Regular Interest LTM14, REMIC 2 Regular
      Interest LTM15 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, 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 LTA, 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 LTM13, REMIC 2 Regular Interest LTM14,
      REMIC 2 Regular Interest LTM15, REMIC 2 Regular Interest LTZZ, REMIC 2 Regular
      Interest LTP and REMIC 2 Regular Interest LTIO.

     

    “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 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,
      the
      Class M-12 Certificates, the Class M-13 Certificates, the Class M-14
      Certificates, the Class M-15 Certificates, the Class C Certificates or the
      Class
      P Certificates), the Class M-5 Interest, the Class M-6 Interest, the Class
      M-7
      Interest, the Class M-8 Interest, the Class M-9 Interest, the Class M-10
      Interest, the Class M-11 Interest, the Class M-12 Interest, the Class M-13
      Interest, the Class M-14 Interest, the Class M-15 Interest, 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
      4”: The segregated pool of assets consisting of the Class M-5 Interest conveyed
      in trust to the Trustee, for the benefit of the Holders of the Class M-5
      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
      5”: The segregated pool of assets consisting of the Class M-6 Interest conveyed
      in trust to the Trustee, for the benefit of the Holders of the Class M-6
      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
      6”: The segregated pool of assets consisting of the Class M-7 Interest conveyed
      in trust to the Trustee, for the benefit of the Holders of the Class M-7
      Certificates 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
      7”: The segregated pool of assets consisting of the Class M-8 Interest conveyed
      in trust to the Trustee, for the benefit of the Holders of the Class M-8
      Certificates and the Class R-X Certificates (in respect of the Class R-7
      Interest), pursuant to Article II hereunder, and all amounts deposited therein,
      with respect to which a separate REMIC election is to be made.

     

    “REMIC
      8”: The segregated pool of assets consisting of the Class M-9 Interest conveyed
      in trust to the Trustee, for the benefit of the Holders of the Class M-9
      Certificates and the Class R-X Certificates (in respect of the Class R-8
      Interest), pursuant to Article II hereunder, and all amounts deposited therein,
      with respect to which a separate REMIC election is to be made.

     

    “REMIC
      9”: The segregated pool of assets consisting of the Class M-10 Interest conveyed
      in trust to the Trustee, for the benefit of the Holders of the Class M-10
      Certificates and the Class R-X Certificates (in respect of the Class R-9
      Interest), pursuant to Article II hereunder, and all amounts deposited therein,
      with respect to which a separate REMIC election is to be made.

     

    “REMIC
      10”: The segregated pool of assets consisting of the Class M-11 Interest
      conveyed in trust to the Trustee, for the benefit of the Holders of the Class
      M-11 Certificates and the Class R-X Certificates (in respect of the Class R-10
      Interest), pursuant to Article II hereunder, and all amounts deposited therein,
      with respect to which a separate REMIC election is to be made.

     

    “REMIC
      11”: The segregated pool of assets consisting of the Class M-12 Interest
      conveyed in trust to the Trustee, for the benefit of the Holders of the Class
      M-12 Certificates and the Class R-X Certificates (in respect of the Class R-11
      Interest), pursuant to Article II hereunder, and all amounts deposited therein,
      with respect to which a separate REMIC election is to be made.

     

    “REMIC
      12”: The segregated pool of assets consisting of the Class M-13 Interest
      conveyed in trust to the Trustee, for the benefit of the Holders of the Class
      M-13 Certificates and the Class R-X Certificates (in respect of the Class R-12
      Interest), pursuant to Article II hereunder, and all amounts deposited therein,
      with respect to which a separate REMIC election is to be made.

     

    “REMIC
      13”: The segregated pool of assets consisting of the Class M-14 Interest
      conveyed in trust to the Trustee, for the benefit of the Holders of the Class
      M-14 Certificates and the Class R-X Certificates (in respect of the Class R-13
      Interest), pursuant to Article II hereunder, and all amounts deposited therein,
      with respect to which a separate REMIC election is to be made.

     

    “REMIC
      14”: The segregated pool of assets consisting of the Class M-15 Interest
      conveyed in trust to the Trustee, for the benefit of the Holders of the Class
      M-15 Certificates and the Class R-X Certificates (in respect of the Class R-14
      Interest), pursuant to Article II hereunder, and all amounts deposited therein,
      with respect to which a separate REMIC election is to be made.

     

    “REMIC
      15”: 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-15
      Interest), pursuant to Article II hereunder, and all amounts deposited therein,
      with respect to which a separate REMIC election is to be made.

     

    “REMIC
      16”: 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-16
      Interest), pursuant to Article II hereunder, and all amounts deposited therein,
      with respect to which a separate REMIC election is to be made.

     

    “REMIC
      17”: The segregated pool of assets consisting of the Class IO Interest conveyed
      in trust to the Trustee, for the benefit of the Holders of the REMIC 17 Regular
      Interest SWAP IO and the Class R-X Certificates (in respect of the Class R-17
      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 Interests”: The REMIC 1 Regular Interests, the REMIC 2 Regular
      Interests, the Class M-5 Interest, the Class M-6 Interest, the Class M-7
      Interest, the Class M-8 Interest, the Class M-9 Interest, the Class M-10
      Interest, the Class M-11 Interest, the Class M-12 Interest, the Class M-13
      Interest, the Class M-14 Interest, the Class M-15 Interest, the the Class C
      Interest, the Class P Interest and the Class IO Interest.

     

    “Remittance
      Report”: A report prepared by the Servicer and delivered to the Trustee 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.

     

    “Seller”:
      Greenwich Capital Financial Products, Inc., a Delaware corporation, in its
      capacity as Seller under the Assignment Agreements.

     

    “Senior
      Principal Distribution Amount”: The excess of (x) the Certificate Principal
      Balance of the Class A Certificates immediately prior to such Distribution
      Date
      over (y) the lesser of (A) the product of (i) 20.60% and (ii) the aggregate
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Due Period (after giving effect to scheduled payments of principal due during
      the related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) minus the related Overcollateralization Floor.

     

    “Servicer”:
      From and after the Servicing Transfer Date, Litton Loan Servicing LP, a Delaware
      limited partnership, or any successor servicer appointed as herein provided,
      in
      its capacity as Servicer hereunder. Prior to the Servicing Transfer Date, the
      “Servicer” shall mean (i) GMAC Mortgage Corporation with respect to the Mortgage
      Loans originated by any Originator other than Countrywide Home Loans LP and
      (ii)
      Countrywide Home Loans Servicing LP with respect to the Mortgage Loans
      originated by Countrywide Home Loans LP. Litton Loan Servicing LP shall not
      have
      any obligations or liabilities hereunder as Servicer with respect to any
      Mortgage Loan prior to the related Servicing Transfer Date.

     

    “Servicer’s
      Assignee”: As defined in Section 3.29 hereof.

     

    “Servicer
      Certification”: As defined in Section 4.05.

     

    “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, the third Business Day
      prior to such Distribution Date. 

     

    “Servicer
      Termination Test”: With respect to any Distribution Date, the Servicer
      Termination Test will be failed if the Cumulative Loss Percentage exceeds the
      applicable percentages set forth below with respect to such Distribution
      Date:

     

    
      	
              Distribution
                Date Occurring In

            	
              Percentage

            
	
              July
                2008 through June 2009

            	
              8.00%
                for the first month, plus an additional 1/12th
                of
                3.00% for each month thereafter.

            
	
              July
                2009 through June 2010

            	
              11.00%
                for the first month, plus an additional 1/12th
                of
                1.30% for each month thereafter.

            
	
              July
                2010 through June 2011

            	
              12.30%
                for the first month, plus an additional 1/12th
                of
                2.65% for each month thereafter.

            
	
              July
                2011 through June 2012

            	
              14.95%
                for the first month, plus an additional 1/12th
                of
                1.30% for each month thereafter.

            
	
              July
                2012 and thereafter

            	
              16.25%.

            


    

    


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

     

    “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 or judicial
      proceedings, including foreclosures related to a Mortgage Loan and any such
      proceedings that result from the Mortgage Loan being registered on the MERS®
System, (iii) the management and liquidation of the REO Property, (iv)
      compliance with the obligations under Sections 3.01, 3.09, 3.14, 3.16, and
      3.23
      and (v) obtaining any legal documentation required to be included in the
      Mortgage File and/or correcting any outstanding title issues (i.e., any lien
      or
      encumbrance on the Mortgaged Property that prevents the effective enforcement
      of
      the intended lien position) reasonably necessary for the Servicer to perform
      its
      obligations under this Agreement. Servicing Advances also include any reasonable
      “out-of-pocket” cost and expenses (including legal fees) incurred by the
      Servicer in connection with executing and recording instruments of satisfaction,
      deeds of reconveyance or Assignments to the extent not recovered from the
      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 calendar month, 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 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
      Rights Pledgee”: One or more lenders, selected by the Servicer, to which the
      Servicer will pledge and assign all of its right, title and interest in, to
      and
      under this Agreement, including, without limitation, JPMorgan Chase Bank,
      National Association, as the representative of certain lenders.

     

    “Servicing
      Transfer Costs”: Shall mean all reasonable out-of-pocket 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.

     

    “Servicing
      Transfer Date”: With respect to any Mortgage Loan, the date on which servicing
      of such Mortgage Loan is transferred to Litton Loan Servicing LP.

     

    “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 has 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 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 Principal
      Distribution Amount to the Certificates then entitled to distributions of
      principal on such Distribution Date) is equal to or greater than
      79.40%.

     

    “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.

     

    “Supplemental
      Interest Trust”: As defined in Section 4.10(a).

     

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

     

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

     

    “Swap
      Account Principal Release Amount”: With respect to any Distribution Date, an
      amount equal to the lesser of (i) the aggregate amount on deposit in the Swap
      Account and (ii) the excess, if any, of (a) 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) over (b) the
      aggregate amount of Swap Account Principal Release Amounts distributed on any
      previous Distribution Date.

     

    “Swap
      Account Required Balance”: With respect to any Distribution Date, an amount
      equal to the Overcollateralization Deficiency Amount.

     

    “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 the REMIC 17 Regular
      Interest SWAP IO and the scheduled notional amount.

     

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

     

    “Swap
      Provider”: HSBC Bank USA, National Association.

     

    “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.

     

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

     

    “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:

     

    (i)  on
      any
      Distribution Date, the Delinquency Percentage exceeds 16.00% of the Credit
      Enhancement Percentage; or

     

    (ii)  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”), exceeds
      the applicable percentages set forth below with respect to such Distribution
      Date:

     

    
      	
              Distribution
                Date Occurring In

            	
              Percentage

            
	
              July
                2008 through June 2009

            	
              2.65%
                for the first month, plus an additional 1/12th
                of
                3.35% for each month thereafter.

            
	
              July
                2009 through June 2010

            	
              6.00%
                for the first month, plus an additional 1/12th
                of
                3.30% for each month thereafter.

            
	
              July
                2010 through June 2011

            	
              9.30%
                for the first month, plus an additional 1/12th
                of
                2.65% for each month thereafter.

            
	
              July
                2011 through June 2012

            	
              11.95%
                for the first month, plus an additional 1/12th
                of
                1.30% for each month thereafter.

            
	
              July
                2012 and thereafter

            	
              13.25%.

            


    

    


    “Trust”:
      Soundview Home Loan Trust 2006-A, the trust created hereunder.

     

    “Trust
      Fund”: All of the assets of the Trust, which is the trust created hereunder
      consisting of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6, REMIC 7,
      REMIC 8, REMIC 9, REMIC 10, REMIC 11, REMIC 12, REMIC 13, REMIC 14, REMIC 15,
      REMIC 16, REMIC 17, the Interest Rate Swap Agreement, the Swap Account, the
      right to receive any amounts from the Net WAC Rate Carryover Reserve Account
      and
      the 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 the separate fee
      schedule between the Trustee and the Depositor, which compensation shall be
      payable to the Trustee on each Distribution Date pursuant to 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
                2 Regular Interests

            
	
              1st
                through 6th

            	
              I-1-A
                through I-41-A

            
	
              7

            	
              I-2-A
                through I-41-A

            
	
              8

            	
              I-3-A
                through I-41-A

            
	
              9

            	
              I-4-A
                through I-41-A

            
	
              10

            	
              I-5-A
                through I-41-A

            
	
              11

            	
              I-6-A
                through I-41-A

            
	
              12

            	
              I-7-A
                through I-41-A

            
	
              13

            	
              I-8-A
                through I-41-A

            
	
              14

            	
              I-9-A
                through I-41-A

            
	
              15

            	
              I-10-A
                through I-41-A

            
	
              16

            	
              I-11-A
                through I-41-A

            
	
              17

            	
              I-12-A
                through I-41-A

            
	
              18

            	
              I-13-A
                through I-41-A

            
	
              19

            	
              I-14-A
                through I-41-A

            
	
              20

            	
              I-15-A
                through I-41-A

            
	
              21

            	
              I-16-A
                through I-41-A

            
	
              22

            	
              I-17-A
                through I-41-A

            
	
              23

            	
              I-18-A
                through I-41-A

            
	
              24

            	
              I-19-A
                through I-41-A

            
	
              25

            	
              I-20-A
                through I-41-A

            
	
              26

            	
              I-21-A
                through I-41-A

            
	
              27

            	
              I-22-A
                through I-41-A

            
	
              28

            	
              I-23-A
                through I-41-A

            
	
              29

            	
              I-24-A
                through I-41-A

            
	
              30

            	
              I-25-A
                through I-41-A

            
	
              31

            	
              I-26-A
                through I-41-A

            
	
              32

            	
              I-27-A
                through I-41-A

            
	
              33

            	
              I-28-A
                through I-41-A

            
	
              34

            	
              I-29-A
                through I-41-A

            
	
              35

            	
              I-30-A
                through I-41-A

            
	
              36

            	
              I-31-A
                through I-41-A

            
	
              37

            	
              I-32-A
                through I-41-A

            
	
              38

            	
              I-33-A
                through I-41-A

            
	
              39

            	
              I-34-A
                through I-41-A

            
	
              40

            	
              I-35-A
                through I-41-A

            
	
              41

            	
              I-36-A
                through I-41-A

            
	
              42

            	
              I-37-A
                through I-41-A

            
	
              43

            	
              I-38-A
                through I-41-A

            
	
              44

            	
              I-39-A
                through I-41-A

            
	
              45

            	
              I-40-A
                and I-41-A

            
	
              46

            	
              I-41-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 and REMIC
      1 Regular Interest P, a per annum rate equal to the weighted average of the
      Adjusted Net Mortgage Rates 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 of the Adjusted Net Mortgage Rates of the Mortgage Loans
      multiplied by 2, subject to a maximum rate of 11.10%. 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 of the Adjusted Net Mortgage Rates of the Mortgage Loans over (ii)
      11.10% and (y) 0.00%.

     

    “Uncertificated
      REMIC 2 Pass-Through Rate”:
      With
      respect to REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTA, 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
      LTM13, REMIC 2 Regular Interest LTM14, REMIC 2 Regular Interest LTM15, 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 and REMIC 1 Regular Interest P, the
      Uncertificated REMIC 1 Pass-Through Rates for such REMIC 1 Regular Interests
      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 5th 

            	
              I-1-A
                through I-41-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              6

            	
              I-1-A
                through I-41-A

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

            
	
              7

            	
              I-2-A
                through I-41-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

            
	
              8

            	
              I-3-A
                through I-41-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

            
	
              9

            	
              I-4-A
                through I-41-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

            
	
              10

            	
              I-5-A
                through I-41-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

            
	
              11

            	
              I-6-A
                through I-41-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

            
	
              12

            	
              I-7-A
                through I-41-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

            
	
              13

            	
              I-8-A
                through I-41-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

            
	
              14

            	
              I-9-A
                through I-41-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

            
	
              15

            	
              I-10-A
                through I-41-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

            
	
              16

            	
              I-11-A
                through I-41-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

            
	
              17

            	
              I-12-A
                through I-41-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

            
	
              18

            	
              I-13-A
                through I-41-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

            
	
              19

            	
              I-14-A
                through I-41-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

            
	
              20

            	
              I-15-A
                through I-41-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

            
	
              21

            	
              I-16-A
                through I-41-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

            
	
              22

            	
              I-17-A
                through I-41-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

            
	
              23

            	
              I-18-A
                through I-41-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

            
	
              24

            	
              I-19-A
                through I-41-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

            
	
              25

            	
              I-20-A
                through I-41-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

            
	
              26

            	
              I-21-A
                through I-41-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

            
	
              27

            	
              I-22-A
                through I-41-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

            
	
              28

            	
              I-23-A
                through I-41-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

            
	
              29

            	
              I-24-A
                through I-41-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

            
	
              30

            	
              I-25-A
                through I-41-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

            
	
              31

            	
              I-26-A
                through I-41-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

            
	
              32

            	
              I-27-A
                through I-41-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

            
	
              33

            	
              I-28-A
                through I-41-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

            
	
              34

            	
              I-29-A
                through I-41-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

            
	
              35

            	
              I-30-A
                through I-41-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

            
	
              35

            	
              I-31-A
                through I-41-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

            
	
              37

            	
              I-32-A
                through I-41-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

            
	
              38

            	
              I-33-A
                through I-41-A

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

            
	 	
              I-1-A
                through I-32-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              39

            	
              I-34-A
                through I-41-A

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

            
	 	
              I-1-A
                through I-33-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              40

            	
              I-35-A
                through I-41-A

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

            
	 	
              I-1-A
                through I-34-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              41

            	
              I-36-A
                through I-41-A

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

            
	 	
              I-1-A
                through I-35-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              42

            	
              I-37-A
                through I-41-A

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

            
	 	
              I-1-A
                through I-36-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              43

            	
              I-38-A
                through I-41-A

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

            
	 	
              I-1-A
                through I-37-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              44

            	
              I-39-A
                through I-41-A

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

            
	 	
              I-1-A
                through I-38-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              45

            	
              I-40-A
                and I-41-A

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

            
	 	
              I-1-A
                through I-39-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              46

            	
              I-41-A

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

            
	 	
              I-1-A
                through I-40-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              thereafter

            	
              I-1-A
                through I-41-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            


    

    


    With
      respect to REMIC 2 Regular Interest LTIO, and (a) the first 5 Distribution
      Dates, the excess of (i) the Uncertificated REMIC 1 Pass-Through Rates for
      REMIC
      1 Regular Interests ending with the designation “A” over (ii) the Uncertificated
      REMIC 1 Pass-Through Rates for REMIC 1 Regular Interests ending with the
      designation “A”, (b) the 6th
      Distribution Date through the 46th
      Distribution Date, the excess of (i) 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 the Floating Rate 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 distributed 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 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 (ii) the purchase price paid
      for
      the related Mortgaged Property by the Mortgagor with the proceeds of the
      Mortgage Loan.

     

    “Voting
      Rights”: The portion of the voting rights of all of the Certificates which is
      allocated to any Certificate. At all times the Floating Rate Certificates and
      the Class C Certificates shall have 98% of the Voting Rights (allocated among
      the Holders of the Floating Rate 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. The Class X Certificates shall
      have
      no Voting Rights.

     

    
      	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 Floating Rate 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 Floating Rate 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 LTA,
      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 LTM13, REMIC 2 Regular Interest LTM14, REMIC 2 Regular Interest LTM15
      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.

     

    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 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 Master Agreements (as assigned to the Depositor pursuant to the terms
      of the Assignment Agreements), (v) the
      right
      to receive any amounts payable under the Interest Rate Swap
      Agreement,
      (vi)
      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 Trustee or its designated agent (the “Custodian”), 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 including any riders thereto, 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, 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 registered on the MERS® System, 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 registered on the MERS® System
      and noting the presence of MIN); and

     

    (v)  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 each
      Assignment Agreement and each Master Agreement.

     

    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 Trustee or the Custodian no later than the Closing Date, of
      a
      copy of each such document certified by the related 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 related Originator, 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. The Servicer or the Depositor 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 Trustee shall enforce the
      obligations of the related Originator under the related Master Agreement to
      cure
      such defect or deliver such missing document to the Trustee or the Custodian
      within 90 days. If such Originator does not cure such defect or deliver such
      missing document within such time period, the Trustee shall use commercially
      reasonable efforts to enforce the obligations of such Originator to either
      repurchase or substitute for such Mortgage Loan in accordance with Section
      2.03;
      provided, however, that the Trustee shall not be under any obligation to take
      any action pursuant to this paragraph unless directed by the Depositor and
      provided, further, the Depositor hereby agrees to assist the Trustee in
      enforcing any obligations of either Originator to repurchase or substitute
      for a
      Mortgage Loan which has breached a representation or warranty under the related
      Assignment Agreement. In connection with the foregoing, it is understood that
      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 each Originator under the related
      Master 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. The Trustee shall
      enforce the obligations of each Originator under the related Master Agreement
      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 each Originator
      under the related Master 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 shall not be required to be submitted
      for recording (except with respect to any Mortgage Loan located in Maryland)
      unless 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 and (vi)
      upon receipt of notice from the Servicer, any Mortgage Loan that is 90 days
      or
      more Delinquent. In the event of (i) through (vi) set forth in the immediately
      preceding sentence, the Trustee shall enforce the obligations of the related
      Originator to deliver such Assignments for recording as provided above, promptly
      and in any event within 30 days following receipt of notice by the related
      Originator. Notwithstanding the foregoing, if the related Originator fails
      to
      pay the cost of recording the Assignments, such expense will be paid by the
      Trustee and the Trustee shall be reimbursed for such expenses by the Trust.
      In
      the event an Assignment is not recorded, neither the Trustee nor the Servicer
      will have any liability for its failure to act on notices that were not received
      and would have been had such Assignment been recorded, except, in the case
      of
      the Trustee, with respect to Mortgage Loans that are subject to provisions
      (i)
      through (vi) set forth in this paragraph, if the Trustee shall have failed
      to
      timely request the related Originator to cause such Assignments to be
      recorded.

     

    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
      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 Depositor, the Servicer and the
      Holders of the Floating Rate 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 and shall do
      so
      solely in its capacity as Supplemental Interest Trust Trustee 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, 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 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 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 to execute and deliver (or cause the Custodian to execute and
      deliver) to the Depositor and the Servicer on or prior to the Closing Date
      an
      acknowledgment of receipt of the related original Mortgage Note for each
      Mortgage Loan (with any exceptions noted), substantially in the form attached
      as
      Exhibit F-3 hereto.

     

    The
      Trustee agrees, for the benefit of the Certificateholders, to review, or that
      it
      has reviewed pursuant to Section 2.01 (or to cause the Custodian to review
      or
      that it has caused the Custodian to have reviewed) 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, for the benefit of the
      Certificateholders, to certify to the Depositor and the Servicer 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 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 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 shall deliver (or
      cause
      the Custodian to deliver) to the Depositor and the Servicer 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 related Originator and the Servicer. In addition,
      upon the discovery by the Depositor 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 an Originator in the related Master
      Agreement or the Seller in the related Assignment Agreement in respect of any
      Mortgage Loan which materially adversely affects such Mortgage Loan or the
      interests of the Certificateholders in such Mortgage Loan, the party discovering
      such breach shall give prompt written notice to the other parties to this
      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 an Originator or 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 an
      Originator or the Seller, as applicable, of any representation, warranty or
      covenant under a Master Agreement or an Assignment 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 shall request that the related Originator deliver such missing document
      or that the Originator or the Seller cure such defect or breach within 90 days
      from the date such Originator or the Seller was notified of such missing
      document, defect or breach, and if such Originator or the Seller does not
      deliver such missing document or cure such defect or breach in all material
      respects during such period, the Trustee shall enforce (in the manner set forth
      in Section 2.01) such Originator’s obligation under the related Master Agreement
      or the Seller’s obligation under the related Assignment Agreement and notify
      such Originator or the Seller, as applicable, 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)). The Purchase Price for the repurchased Mortgage Loan shall
      be
      remitted to the Servicer for deposit in the Collection Account, and the Trustee,
      upon receipt of written certification from the Servicer of such deposit, shall
      release to the related Originator or the Seller, as applicable, the related
      Mortgage File and shall execute and deliver such instruments of transfer or
      assignment, in each case without recourse, as the related Originator or the
      Seller, as applicable, shall furnish to it and as shall be necessary to vest
      in
      the related Originator or Seller, as applicable, any Mortgage Loan released
      pursuant hereto and the Trustee shall have no further responsibility with regard
      to such Mortgage File (it being understood that the Trustee shall have no
      responsibility for determining the sufficiency of such assignment for its
      intended purpose). In lieu of repurchasing any such Mortgage Loan as provided
      above, an Originator or the Seller, as applicable, 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 an Originator or the Seller, as
      applicable, is not a member of MERS and repurchases a Mortgage Loan which is
      registered on the MERS® System, such Originator or the Seller, as applicable, 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 such Originator or the Seller, as applicable, 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 an Originator or the Seller, as applicable, 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
      either Originator or the Seller, as applicable, 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 Originator or the Seller, as applicable, substitutes a Qualified
      Substitute Mortgage Loan or Loans, such substitution shall be effected by the
      related Originator or the Seller, as applicable, delivering to the Trustee,
      for
      such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the
      Mortgage and the Assignment to the Trustee, 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 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 to the Servicer, with
      respect to such Qualified Substitute Mortgage Loan or Loans, a certification
      substantially in the form attached hereto as Exhibit F-1, with any applicable
      exceptions noted thereon. Within one year of the date of substitution, the
      Trustee shall deliver to the Servicer a certification substantially in the
      form
      of Exhibit F-2 hereto 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 related Originator or
      the
      Seller, as applicable. 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 related Originator or the Seller, as applicable, shall thereafter be
      entitled to retain all amounts subsequently received in respect of such Deleted
      Mortgage Loan. The Servicer shall give or cause to be given written notice
      to
      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 Trustee. Upon
      such
      substitution by an Originator or the Seller, as applicable, 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 related
      Assignment Agreement, including all applicable representations and warranties
      thereof included in such Assignment Agreement as of the date of
      substitution.

     

    For
      any
      month in which an Originator or the Seller, as applicable, 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 related Originator or the Seller,
      as
      applicable, 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, upon receipt of the related Qualified Substitute Mortgage
      Loan
      or Loans and certification by the Servicer of such deposit, shall release to
      the
      related Originator or the Seller, as applicable, the related Mortgage File
      or
      Files and shall execute and deliver such instruments of transfer or assignment,
      in each case without recourse, as the related Originator or the Seller, as
      applicable, shall deliver to it and as shall be necessary to vest therein any
      Deleted Mortgage Loan released pursuant hereto.

     

    In
      addition, pursuant to the terms of the related Assignment Agreement, the related
      Originator or the Seller, as applicable, shall obtain at its own expense and
      deliver to the Trustee 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 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 related Originator 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 related Originator 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 related Originator
      under
      the related Assignment 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 an Originator, or Section 2.03(b), if
      made by the Depositor. The Trustee shall reconvey to the Depositor or the
      related Originator, 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.

     

    (f)  Upon
      discovery or receipt of written notice of a breach by the Seller of any
      representation, warranty or covenant made by the Seller under the Assignment
      Agreement in respect of any Mortgage Loan which materially adversely affects
      the
      value of such Mortgage Loan or the interest therein of the Certificateholders,
      and if either (i) such Mortgage Loan is not in breach of any representation,
      warranty or covenant of the related Originator or (ii) the related Originator
      has failed to remedy such representation, warranty or covenant with respect
      to
      such Mortgage Loan, then the Trustee shall enforce the obligation of the Seller
      to remedy such breach, to the extent provided in the Assignment Agreement,
      in
      the manner and within the time periods set forth in the Assignment
      Agreement.

     

    
      	SECTION
              2.04  	
              [Reserved].

            


    

     

    
      	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 limited partnership duly formed, validly existing and in good
      standing as a limited partnership under the laws of the State of Delaware and
      is
      duly authorized and qualified to transact any and all business contemplated
      by
      this Agreement to be conducted by the Servicer in any state in which a Mortgaged
      Property is located or is otherwise not required under applicable law to effect
      such qualification and, in any event, is in compliance with the doing business
      laws of any such State, to the extent necessary to ensure its ability to enforce
      each Mortgage Loan and to service the Mortgage Loans in accordance with the
      terms of this Agreement;

     

    (ii)  The
      Servicer has the full power and authority to conduct its business as presently
      conducted by it and to execute, deliver and perform, and to enter into and
      consummate, all transactions contemplated by this Agreement. The Servicer 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 Depositor and the Trustee,
      constitutes a legal, valid and binding obligation of the Servicer, enforceable
      against it in accordance with its terms except as the enforceability thereof
      may
      be limited by bankruptcy, insolvency, reorganization or similar laws affecting
      the enforcement of creditors’ rights generally and by general principles of
      equity;

     

    (iii)  The
      execution and delivery of this Agreement by the Servicer, the servicing of
      the
      Mortgage Loans by the Servicer hereunder, the consummation by the Servicer
      of
      any other of the transactions herein contemplated, and the fulfillment of or
      compliance with the terms hereof are in the ordinary course of business of
      the
      Servicer and will not (A) result in a breach of any term or provision of the
      limited partnership agreement of the Servicer or (B) conflict with, result
      in a
      breach, violation or acceleration of, or result in a default under, the terms
      of
      any other material agreement or instrument to which the Servicer is a party
      or
      by which it may be bound, or any statute, order or regulation applicable to
      the
      Servicer of any court, regulatory body, administrative agency or governmental
      body having jurisdiction over the Servicer; and the Servicer is not a party
      to,
      bound by, or in breach or violation of any indenture or other agreement or
      instrument, or subject to or in violation of any statute, order or regulation
      of
      any court, regulatory body, administrative agency or governmental body having
      jurisdiction over it, which materially and adversely affects or, to the
      Servicer’s knowledge, would in the future materially and adversely affect, (x)
      the ability of the Servicer to perform its obligations under this Agreement,
      (y)
      the business, operations, financial condition, properties or assets of the
      Servicer taken as a whole or (z) the legality, validity or enforceability of
      this Agreement;

     

    (iv)  The
      Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211
      of
      the National Housing Act. No event has occurred, including but not limited
      to a
      change in insurance coverage, that would make the Servicer unable to comply
      with
      HUD eligibility requirements or that would require notification to
      HUD;

     

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

     

    (vi)  No
      litigation is pending against the Servicer that would materially and adversely
      affect the execution, delivery or enforceability of this Agreement or the
      ability of the Servicer to service the Mortgage Loans or to perform any of
      its
      other obligations hereunder in accordance with the terms hereof;

     

    (vii)  There
      are
      no actions or proceedings against, or investigations known to it of, the
      Servicer before any court, administrative or other tribunal (A) that might
      prohibit its entering into this Agreement, (B) seeking to prevent the
      consummation of the transactions contemplated by this Agreement or (C) that
      might prohibit or materially and adversely affect the performance by the
      Servicer of its obligations under, or the validity or enforceability of, this
      Agreement;

     

    (viii)  No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Servicer
      of,
      or compliance by the Servicer with, this Agreement or the consummation by it
      of
      the transactions contemplated by this Agreement, except for such consents,
      approvals, authorizations or orders, if any, that have been obtained prior
      to
      the Closing Date;

     

    (ix)  [reserved];

     

    (x)  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 or will contain
      any untrue statement of a material fact;

     

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

     

    (xii)  The
      Servicer has fully furnished and will continue to fully furnish, in accordance
      with the Fair Credit Reporting Act and its implementing regulations, accurate
      and complete information (e.g., favorable and unfavorable) on its borrower
      credit files to Equifax, Experian and Trans Union Credit Information Company
      or
      their successors (the “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 and shall inure to the benefit of the Trustee, the Depositor and the
      Certificateholders. Upon discovery by any of the Depositor, 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 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(xi)
      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 Master Agreements respecting a breach of
      the
      representations, warranties and covenants of the Originators.

     

    
      	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 acknowledges the assignment to it of the Mortgage Loans and the delivery
      to it of the Mortgage Files, subject to the provisions of Sections 2.01 and
      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  	
              Conveyance
                of REMIC Regular Interests and Acceptance of REMIC 1, REMIC 2, REMIC
                3,
                REMIC 4, REMIC 5, REMIC 6, REMIC 7, REMIC 8, REMIC 9, REMIC 10, REMIC
                11,
                REMIC 12, REMIC 13, REMIC 14, REMIC 15, REMIC 16 and REMIC 17 by
                the
                Trustee; 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 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 (which are uncertificated) 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 (which are uncertificated) for the benefit of the Holders
      of
      the Regular Certificates (other than 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,
      the
      Class M-12 Certificates, the Class M-13 Certificates, the Class M-14
      Certificates, the Class M-15 Certificates, the Class C Certificates or Class
      P
      Certificates), the
      Class
      M-5 Interest, the Class M-6 Interest, the Class M-7 Interest, the Class M-8
      Interest, the Class M-9 Interest, the Class M-10 Interest, the Class M-11
      Interest, the Class M-12 Interest, the Class M-13 Interest, the Class M-14
      Interest, the Class M-15 Interest, 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 3 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 Regular Certificates (other than 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, the Class M-12 Certificates, the Class M-13 Certificates, the
      Class M-14 Certificates, the Class M-15 Certificates, the Class C Certificates
      or Class P Certificates), the Class M-5 Interest, the Class M-6 Interest, the
      Class M-7 Interest, the Class M-8 Interest, the Class M-9 Interest, the Class
      M-10 Interest, the Class M-11 Interest, the Class M-12 Interest, the Class
      M-13
      Interest, the Class M-14 Interest, the Class M-15 Interest, 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 Regular Certificates (other than
      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, the Class M-12 Certificates, the
      Class M-13 Certificates, the Class M-14 Certificates, the Class M-15
      Certificates, the Class C Certificates or Class P Certificates), the Class
      M-5
      Interest, the Class M-6 Interest, the Class M-7 Interest, the Class M-8
      Interest, the Class M-9 Interest, the Class M-10 Interest, the Class M-11
      Interest, the Class M-12 Interest, the Class M-13 Interest, the Class M-14
      Interest, the Class M-15 Interest, 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
      M-5 Interest (which is uncertificated) for the benefit of the Holders of the
      Class M-5 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 M-5 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
      M-6 Interest (which is uncertificated) for the benefit of the Holders of the
      Class M-6 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 M-6 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 Class
      M-7 Interest (which is uncertificated) for the benefit of the Holders of the
      Class M-7 Certificates 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 Class M-7 Certificates, 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 Class
      M-8 Interest (which is uncertificated) for the benefit of the Holders of the
      Class M-8 Certificates and the Class R-X Certificates (in respect of the Class
      R-7 Interest). The interests evidenced by the Class R-7 Interest, together
      with
      the Class M-8 Certificates, constitute the entire beneficial ownership interest
      in REMIC 7.

     

    (h)  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
      M-9 Interest (which is uncertificated) for the benefit of the Holders of the
      Class M-9 Certificates and the Class R-X Certificates (in respect of the Class
      R-8 Interest). The interests evidenced by the Class R-8 Interest, together
      with
      the Class M-9 Certificates, constitute the entire beneficial ownership interest
      in REMIC 8.

     

    (i)  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
      M-10 Interest (which is uncertificated) for the benefit of the Holders of the
      Class M-10 Certificates and the Class R-X Certificates (in respect of the Class
      R-9 Interest). The interests evidenced by the Class R-9 Interest, together
      with
      the Class M-10 Certificates, constitute the entire beneficial ownership interest
      in REMIC 9.

     

    (j)  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
      M-11 Interest (which is uncertificated) for the benefit of the Holders of the
      Class M-11 Certificates and the Class R-X Certificates (in respect of the Class
      R-10 Interest). The interests evidenced by the Class R-10 Interest, together
      with the Class M-11 Certificates, constitute the entire beneficial ownership
      interest in REMIC 10.

     

    (k)  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
      M-12 Interest (which is uncertificated) for the benefit of the Holders of the
      Class M-12 Certificates and the Class R-X Certificates (in respect of the Class
      R-11 Interest). The interests evidenced by the Class R-11 Interest, together
      with the Class M-12 Certificates, constitute the entire beneficial ownership
      interest in REMIC 11.

     

    (l)  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
      M-13 Interest (which is uncertificated) for the benefit of the Holders of the
      Class M-13 Certificates and the Class R-X Certificates (in respect of the Class
      R-12 Interest). The interests evidenced by the Class R-12 Interest, together
      with the Class M-13 Certificates, constitute the entire beneficial ownership
      interest in REMIC 12.

     

    (m)  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
      M-14 Interest (which is uncertificated) for the benefit of the Holders of the
      Class M-14 Certificates and the Class R-X Certificates (in respect of the Class
      R-13 Interest). The interests evidenced by the Class R-13 Interest, together
      with the Class M-14 Certificates, constitute the entire beneficial ownership
      interest in REMIC 13.

     

    (n)  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
      M-15 Interest (which is uncertificated) for the benefit of the Holders of the
      Class M-15 Certificates and the Class R-X Certificates (in respect of the Class
      R-14 Interest). The interests evidenced by the Class R-14 Interest, together
      with the Class M-15 Certificates, constitute the entire beneficial ownership
      interest in REMIC 14.

     

    (o)  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-15
      Interest). The Trustee acknowledges receipt of the Class C Interest and declares
      that it holds and will hold the same in trust for the exclusive use and benefit
      of the Holders of the Class C Certificates and the Class R-X Certificates (in
      respect of the Class R-15 Interest). The interests evidenced by the Class R-15
      Interest, together with the Class C Certificates, constitute the entire
      beneficial ownership interest in REMIC 15.

     

    (p)  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-16
      Interest). The Trustee acknowledges receipt of the Class P Interest and declares
      that it holds and will hold the same in trust for the exclusive use and benefit
      of the Holders of the Class P Certificates and the Class R-X Certificates (in
      respect of the Class R-16 Interest). The interests evidenced by the Class R-16
      Interest, together with the Class P Certificates, constitute the entire
      beneficial ownership interest in REMIC 16.

     

    (q)  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
      IO Interest (which is uncertificated) for the benefit of the Holders of the
      REMIC 17 Regular Interest SWAP IO and the Class R-X Certificates (in respect
      of
      the Class R-17 Interest). The Trustee acknowledges receipt of the Class IO
      Interest and declares that it holds and will hold the same in trust for the
      exclusive use and benefit of the Holders of the REMIC 17 Regular Interest SWAP
      IO and the Class R-X Certificates (in respect of the Class R-17 Interest).
      The
      interests evidenced by the Class R-17 Interest, together with the REMIC 17
      Regular Interest SWAP IO, constitute the entire beneficial ownership interest
      in
      REMIC 17.

     

    (r)  Concurrently
      with (i) the assignment and delivery to the Trustee of REMIC 1 and the
      acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02 and
      subsection (a) hereof, (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 subsection
      (b)
      hereof, (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 subsection (c) hereof, (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 subsection (d) hereof, (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 subsection (e) hereof, (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
      subsection (f) hereof, (vii) the assignment and delivery to the Trustee of
      REMIC
      7 (including the Residual Interest therein represented by the Class R-7
      Interest) and the acceptance by the Trustee thereof, pursuant to subsection
      (g)
      hereof, (viii) the assignment and delivery to the Trustee of REMIC 8 (including
      the Residual Interest therein represented by the Class R-8 Interest) and the
      acceptance by the Trustee thereof, pursuant to subsection (h) hereof, (ix)
      the
      assignment and delivery to the Trustee of REMIC 9 (including the Residual
      Interest therein represented by the Class R-9 Interest) and the acceptance
      by
      the Trustee thereof, pursuant to subsection (i) hereof, (x) the assignment
      and
      delivery to the Trustee of REMIC 10 (including the Residual Interest therein
      represented by the Class R-10 Interest) and the acceptance by the Trustee
      thereof, pursuant to subsection (j) hereof, (xi) the assignment and delivery
      to
      the Trustee of REMIC 11 (including the Residual Interest therein represented
      by
      the Class R-11 Interest) and the acceptance by the Trustee thereof, pursuant
      to
      subsection (k) hereof, (xii) the assignment and delivery to the Trustee of
      REMIC
      12 (including the Residual Interest therein represented by the Class R-12
      Interest) and the acceptance by the Trustee thereof, pursuant to subsection
      (l)
      hereof, (xiii) the assignment and delivery to the Trustee of REMIC 13 (including
      the Residual Interest therein represented by the Class R-13 Interest) and the
      acceptance by the Trustee thereof, pursuant to subsection (m) hereof, (xiv)
      the
      assignment and delivery to the Trustee of REMIC 14 (including the Residual
      Interest therein represented by the Class R-14 Interest) and the acceptance
      by
      the Trustee thereof, pursuant to subsection (n) hereof, (xv) the assignment
      and
      delivery to the Trustee of REMIC 15 (including the Residual Interest therein
      represented by the Class R-15 Interest) and the acceptance by the Trustee
      thereof, pursuant to subsection (o) hereof, (xvi) the assignment and delivery
      to
      the Trustee of REMIC 16 (including the Residual Interest therein represented
      by
      the Class R-16 Interest) and the acceptance by the Trustee thereof, pursuant
      to
      subsection (p) hereof, (xvii) the assignment and delivery to the Trustee of
      REMIC 17 (including the Residual Interest therein represented by the Class
      R-17
      Interest) and the acceptance by the Trustee thereof, pursuant to subsection
      (q)
      hereof, 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, (A) the Class R Certificates in authorized
      denominations evidencing the Class R-1 Interest, the Class R-2 Interest and
      the
      Class R-3 Interest and (B) the Class R-X Certificates in authorized
      denominations evidencing the Class R-4 Interest, the Class R-5 Interest, Class
      R-6 Interest, the Class R-7 Interest, the Class R-8 Interest, the Class R-9
      Interest, the Class R-10 Interest, the Class R-11 Interest, the Class R-12
      Interest, the Class R-13 Interest, the Class R-14 Interest, the Class R-15
      Interest, the Class R-16 Interest and the Class R-17 Interest.

     

    ARTICLE
      III

     

    ADMINISTRATION
      AND SERVICING

    OF
      THE
      MORTGAGE LOANS

     

    
      	SECTION
              3.01  	
              Servicer
                to Act as Servicer.

            


    

     

    The
      Mortgage Loans shall be serviced and administered by the Servicer 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, 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:

     

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

     

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

     

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

     

    (4)  the
      Servicer’s or any Sub-Servicer’s right to receive compensation for its services
      hereunder or with respect to any particular transaction.

     

    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 is prohibited by applicable law or (iv) the Prepayment Charge
      payable under the terms of the Mortgage Note is less than the amount of the
      Prepayment Charge set forth in the Prepayment Charge Schedule or other
      information provided to the Servicer. If a Prepayment Charge is waived as
      permitted by meeting the standards described in clauses (iii) or (iv) above,
      then the Servicer shall work with the Depositor to enforce the obligations
      of
      the related Originator under the related Master Agreement to pay the amount
      of
      such waived Prepayment Charge, for the benefit of the Holders of the Class
      P
      Certificates. If a Prepayment Charge is waived other than as permitted by
      meeting the standards described above, then as a remedy for the breach of such
      covenant, the Servicer shall to 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 together with and at the time that the amount
      prepaid on the related Mortgage Loan is required to be deposited into the
      Collection Account. Notwithstanding any other provisions of this Agreement,
      any
      payments made by the Servicer in respect of any Prepayment Charges waived other
      than as permitted above shall be deemed to be paid outside of the Trust
      Fund.

     

    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 its own name, in the name of a
      Sub-Servicer or in the name of the Trustee, is hereby authorized and empowered
      by the Trustee when the Servicer believes it appropriate in its best judgment
      in
      accordance with the servicing standards set forth above, to execute and deliver,
      on behalf of the Certificateholders and the Trustee, and upon notice to 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 15 days
      of
      the Closing Date, the Trustee shall execute, at the written request of the
      Servicer, and furnish to the Servicer and any Sub-Servicer a limited power
      of
      attorney in the form of Exhibit I, executed by each payee or last endorsee,
      as
      applicable, of each of the Mortgage Notes and each mortgagee or last assignee,
      as applicable, of each of the Mortgages 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 of 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, when the Servicer 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 subject to withdrawal by the Servicer from the Collection
      Account.

     

    Subject
      to Section 3.09 hereof, in accordance with the standards of the second 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
      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
      Principal Balance (except for reductions resulting from actual payments of
      principal) or change the final maturity date on such Mortgage Loan (unless,
      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.

     

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

            


    

     

    (a)  The
      Servicer may enter into Sub-Servicing Agreements with Sub- Servicers for the
      servicing and administration of the Mortgage Loans; provided, however, that
      such
      agreements would not result in a withdrawal or a downgrading by any Rating
      Agency of the rating on any Class of Certificates. The Trustee is hereby
      authorized to acknowledge, at the request of the Servicer, any Sub-Servicing
      Agreement that meets the requirements applicable to Sub-Servicing Agreements
      set
      forth in this Agreement and that is otherwise permitted under this 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.

     

    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. The Servicer and the Sub- Servicers may enter into and make
      amendments to the Sub-Servicing Agreements or enter into different forms of
      Sub-Servicing Agreements; provided, however, that any such amendments or
      different forms shall be consistent with and not violate the provisions of
      this
      Agreement, and that no such amendment or different form shall be made or entered
      into which could be reasonably expected to be materially adverse to the
      interests of the Certificateholders without the consent of the Holders of
      Certificates entitled to at least 66% of the Voting Rights; provided, further,
      that the consent of the Holders of Certificates entitled to at least 66% of
      the
      Voting Rights shall not be required (i) to cure any ambiguity or defect in
      a
      Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions
      of
      a Sub-Servicing Agreement, or (iii) to make any other provisions with respect
      to
      matters or questions arising under a Sub-Servicing Agreement, which, in each
      case, shall not be inconsistent with the provisions of this Agreement. Any
      variation without the consent of the Holders of Certificates entitled to at
      least 66% of the Voting Rights 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 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 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 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 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 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 to collect all payments called for under
      the terms and provisions of the Mortgage Loans, and shall, to the extent such
      procedures shall be consistent with this Agreement and the terms and provisions
      of any applicable insurance policies, follow such collection procedures as
      it
      would follow with respect to mortgage loans comparable to the Mortgage Loans
      and
      held for its own account. Consistent with the foregoing, the Servicer may in
      its
      discretion (i) waive any late payment charge or, if applicable, any penalty
      interest, 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 connection with any such modification, the Servicer may
      reimburse itself for any unpaid Advances or Servicing Advances with respect
      to
      such modified Mortgage Loan at the time of such modification, in accordance
      with
      Section 3.11(a) of this Agreement. 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”). 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
      or
      the Servicer’s servicing records.

    


    
      	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; Servicing
                Accounts.

            


    

     

    The
      Servicer shall establish and maintain, or cause to be established and
      maintained, one or more accounts (the “Servicing Accounts”), into which all
      Escrow Payments shall be deposited and retained. Servicing 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 on a daily basis, and in no event
      more than one Business Day after the Servicer’s receipt thereof, all Escrow
      Payments collected on account of the Mortgage Loans and shall thereafter deposit
      such Escrow Payments in the Servicing 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 a Servicing 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 Servicing Account; or (v) clear and terminate the Servicing
      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 Servicing Account any amount not
      required to be deposited therein, it may at any time withdraw such amount from
      such Servicing Account, any provision herein to the contrary notwithstanding.
      The Servicer will be responsible for the administration of the Servicing
      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, promptly and to the extent required to avoid loss of the
      Mortgaged Property, 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 Sub- Servicers shall pay to the Mortgagors interest on funds in
      the
      Servicing Accounts, to the extent required by law and, to the extent that
      interest earned on funds in the Servicing 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 Servicing
      Accounts, to the extent such action is in conformity with the servicing standard
      set forth in Section 3.01, 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 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 Servicer’s receipt thereof, and shall thereafter deposit 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 related Servicing Fee and any
      Prepayment Interest Excess) on each Mortgage Loan;

     

    (iii)  all
      Insurance Proceeds, 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 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 the 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, Prepayment Interest Excess,
      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 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 3:00 p.m. New York time (i)
      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 and (ii)
      on
      each Business Day as of the commencement of which the balance on deposit in
      the
      Collection Account exceeds $75,000 following any withdrawals pursuant to the
      next succeeding sentence, the amount of such excess, but only if the Collection
      Account constitutes an Eligible Account solely pursuant to clause (ii) of the
      definition of “Eligible Account.” If the balance on deposit in the Collection
      Account exceeds $75,000 as of the commencement of business on any Business
      Day
      and the Collection Account constitutes an Eligible Account solely pursuant
      to
      clause (ii) of the definition of “Eligible Account,” the Servicer shall, on or
      before 3:00 p.m. New York time on such Business Day, withdraw from the
      Collection Account any and all amounts payable or reimbursable to the Servicer,
      the Trustee or any Sub-Servicer pursuant to Section 3.11 and shall pay such
      amounts to the Persons entitled thereto.

     

    (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 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 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 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; and

     

    (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.

     

    
      	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 with respect to which such Advances were made in accordance with the
      provisions of Section 4.04; (b) any unreimbursed Advances with respect to the
      final liquidation of a Mortgage Loan that 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 for such unreimbursed Advances; (c) any unreimbursed Advances or
      Servicing Advances previously made on Mortgage Loans modified pursuant to
      Section 3.07 where (x) such Advance or Servicing Advance is added to the unpaid
      Stated Principal Balance of such Mortgage Loan or (y) a portion of the unpaid
      Stated Principal Balance of such Mortgage Loan has been forgiven;

     

    (iii)  subject
      to Section 4.04(b), to reimburse the Servicer for any unreimbursed Advances
      and
      Servicing 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 (provided that such amounts must be deposited into the
      Collection Account prior to the next Servicer Remittance Date on which such
      amounts are to be included in Available Funds for the related Distribution
      Date);

     

    (iv)  subject
      to Section 3.16(d), to pay the Servicer or any Sub-Servicer (a) any unpaid
      Servicing Fees (including unpaid Servicing Fees at the time a Mortgage Loan
      becomes a charged off Mortgage Loan or Liquidated Mortgage Loan), (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, and (c) 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, Insurance Proceeds and
      condemnation proceeds received with respect to such Mortgage Loan are
      insufficient to reimburse the Servicer or any Sub-Servicer for Servicing
      Advances;

     

    (v)  to
      pay to
      the Servicer as 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 and any Prepayment Interest Excess (to
      the
      extent not previously retained);

     

    (vi)  to
      pay
      the related Originator with respect to each Mortgage Loan that has previously
      been purchased or replaced pursuant to Section 2.03 all amounts received thereon
      subsequent to the date of purchase or substitution, and to pay the Servicer
      with
      respect to each Mortgage Loan that has previously been purchased pursuant to
      Section 3.16(c) all amounts received thereon subsequent to the date of
      purchase;

     

    (vii)  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;

     

    (viii)  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;

     

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

     

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

     

    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), (vii), (viii) and (ix) above. The
      Servicer shall provide written notification to the Trustee, on or prior to
      the
      next succeeding Servicer Remittance Date, upon making any withdrawals from
      the
      Collection Account pursuant to subclause (vii) 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
      itself the Trustee Compensation pursuant to Section 8.05;

     

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

     

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

     

    (v)  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 7.02 and Section 8.05; and

     

    (vi)  to
      pay to
      the Trustee, any interest or investment income earned on funds deposited in
      the
      Distribution Account.

     

    
      	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 to invest the funds on deposit in such account and the Trustee may
      direct any depository institution maintaining the Distribution Account to invest
      the funds on deposit in such account or to 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 or if such investment is managed or advised
      by the Trustee or any Affiliate. 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 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 3.31 or Section 3.23, as applicable.
      The Servicer shall deposit in the Collection Account or any REO Account, as
      applicable, 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 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
      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.

     

    
      	SECTION
              3.13  	
               [Reserved].

            


    

     

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

            


    

     

    (a)  To
      the
      extent the Servicer becomes aware that any Mortgaged Property is not otherwise
      covered, the Servicer shall cause to be maintained for such Mortgaged Property
      hazard insurance with extended coverage on the Mortgaged Property in an amount
      which is at least equal to the least of (i) the current Principal Balance of
      such Mortgage Loan, (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 and (iii) the maximum insurable value of the
      improvements which are a part of such Mortgaged Property. To the extent the
      Servicer becomes aware that any REO Property is not otherwise covered, 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 any Mortgagor to obtain
      such
      additional insurance. To the extent the Servicer becomes aware that any
      Mortgaged Property or REO Property is not otherwise covered and 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 with an
      insurer having a General Policy Rating of B:VI or better in Best’s Key Rating
      Guide (or such other rating that is comparable to such rating) insuring against
      hazard losses on the Mortgage Loans as described in the immediately preceding
      paragraph, 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, 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
      administrator and servicer of the Mortgage Loans, the Servicer agrees to prepare
      and present, on behalf of itself, 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, which 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 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. 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 actual 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 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 underwriting criteria of the Servicer and has a credit risk rating
      at least equal to that of the original Mortgagor. In connection with any
      assumption or substitution, 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)  (i)The
      Servicer shall use its best efforts, consistent with the servicing standards
      set
      forth in Section 3.01 and subject to this Section 3.16, 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. 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.

     

    (ii) With
      respect to any Mortgage Loan, if the Servicer determines that no significant
      recovery is possible through foreclosure proceedings or other liquidation of
      the
      related Mortgaged Property, it may elect to charge off the related Mortgage
      Loan
      at the time such Mortgage Loan becomes 180 days Delinquent or at any time
      thereafter. Once a Mortgage Loan has been charged off, the Servicer will
      discontinue making Advances, the Servicer will not be entitled to any additional
      servicing compensation (subject to paragraph (a)(iii) below), the Charged Off
      Loan will give rise to a Realized Loss, and the Servicer will follow the
      procedures described in paragraph (a)(iii) below. 

     

    (iii) The
      Servicer will not be entitled to any Servicing Fees or reimbursement of expenses
      in connection with such Charged Off Loans except to the extent of funds
      available from the aggregate amount of recoveries on such Charged Off Loan
      which
      shall be paid to the Servicer as any accrued and unpaid Servicing Fees and
      reimbursement of expenses. The Servicer will only be entitled to previously
      accrued Servicing Fees on any such Charged Off Loans and will not be entitled
      to
      receive any future unaccrued Servicing Fees or expenses from collections on
      such
      Charged Off Loans. Any recoveries on such Charged Off Loans (net of accrued
      and
      unpaid Servicing Fees and out-of-pocket expenses) will be treated as Liquidation
      Proceeds distributable by the Trustee to the Holders of the Class X Certificates
      pursuant to Section 4.01(c)(vii).

     

    Notwithstanding
      the foregoing, the procedures described above in this subsection 3.11(a)(iii)
      relating to the treatment of Charged Off Loans may be modified at any time
      at
      the discretion of the Holders of a majority Percentage Interest of the Class
      X
      Certificates, with the reasonable consent of the Servicer.

     

    (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:

     

    (1)  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

     

    (2)  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.

     

    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.

     

    For
      the
      purposes of this Section 3.16(b), actual notice and actual knowledge of the
      Servicer means actual notice to or actual knowledge of a Responsible Officer
      of
      the Servicer involved in the servicing of the relevant Mortgage Loan. Actual
      knowledge of the Servicer does not include knowledge imputable by virtue of
      the
      availability of or accessibility to information relating to environmental or
      hazardous waste sites or the locations thereof.

     

    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. If the amount of the recovery so
      allocated to interest is less than the full amount of accrued and unpaid
      interest due on such Mortgage Loan, the amount of such recovery will be
      allocated by the Servicer as follows: first, to unpaid Servicing Fees; and
      second, to the balance of the interest then due and owing. 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).

     

    (e)  In
      connection with the servicing of any Mortgage Loan, the Servicer shall not
      acquire any Mortgaged Property on behalf of any REMIC created hereunder in
      connection with a default or imminent default on a Foreclosure Restricted Loan,
      if acquiring title to the Mortgaged Property underlying the loan would cause
      the
      adjusted basis, for federal income tax purposes, of these Mortgaged Properties
      owned by the related REMIC after foreclosure, along with any other assets owned
      by the related REMIC other than “qualified mortgages” and “permitted
      investments” within the meaning of Section 860G of the Code, to exceed 0.75% of
      the adjusted basis of the assets of the related REMIC. If the adjusted basis
      of
      such Mortgaged Properties in foreclosure, along with any other assets owned
      by
      the related REMIC, other than “qualified mortgages” and “permitted investments”
with the meaning of Section 860G of the Code, exceed 1.0% of the adjusted basis
      of the assets of the related REMIC immediately after the distribution of
      principal and interest on any Distribution Date, the Servicer will dispose
      of
      enough of such Mortgaged Properties in foreclosure, for cash or otherwise,
      so
      that the adjusted basis of such Mortgaged Properties in foreclosure, along
      with
      any other assets owned by the related REMIC, other than “qualified mortgages”
and “permitted investments” within the meaning of Section 860G of the Code, will
      be less than 1.0% of the adjusted basis of the assets of the related
      REMIC.

     

    
      	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 Trustee, 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
      of
      the Mortgage File. Upon receipt of any Request for Release or such certification
      and request under this Agreement, the Trustee shall, within three Business
      Days,
      release and send by overnight mail, at the expense of the Servicer, the related
      Mortgage File to the Servicer. Except as otherwise provided in this Agreement,
      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 Trustee shall, upon any request made by
      or
      on behalf of the Servicer and delivery to the Trustee, in written (with two
      executed copies) or electronic format, of a 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 within
      three Business Days, and the Trustee shall, at the written direction of the
      Servicer, execute such documents 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 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 Trustee an additional Request for Release certifying
      as
      to such liquidation or action or proceedings. Upon the request of the Trustee,
      the Servicer shall provide notice to 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, 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 to the Servicer or its designee within three Business
      Days.

     

    (c)  Upon
      written certification of a Servicing Officer, 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 and a statement as to the
      reason such documents or pleadings are required and that the execution and
      delivery thereof by 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 the activities of the Servicer 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 or as otherwise
      permitted under Section 3.11, 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 or Section 6.04, 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. In addition, the Servicer shall be
      entitled to any Prepayment Interest Excess as additional servicing compensation.
      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.

     

    
      	SECTION
              3.19  	
              Reports
                to the Trustee; Collection Account
                Statements.

            


    

     

    Not
      later
      than twenty days after each Distribution Date, the Servicer shall forward,
      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.

            


    

     

    The
      Servicer will deliver to the Trustee, not later than March 15th
      of each
      calendar year beginning in 2007, an Officers’ Certificate (an “Annual Statement
      of Compliance”) stating, as to each signatory thereof, that (i) a review of the
      activities of the Servicer during the preceding calendar year and of performance
      under this Agreement has been made under such officers’ 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 year, or, if there has been a failure to fulfill any such
      obligation in any material respect, specifying each such failure known to such
      officer and the nature and status of cure provisions thereof. Such Annual
      Statement of Compliance shall contain no restrictions or limitations on its
      use.
      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
      15th
      of such
      year, the Trustee (with the consent of the Depositor), may permit a cure period
      for the Servicer to deliver such Annual Statement of Compliance, but in no
      event
      later than March 25th
      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, upon notice 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 15th
      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 Assement 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 15th
      of each
      calendar year beginning in 2007, the Servicer shall furnish to the Trustee
      a
      report (an “Attestation Report”) by a registered public accounting firm that
      attests to, and reports on, the Assessment of Compliance made by the Master
      Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item
      1122(b) of Regulation AB, which Attestation Report must be made in accordance
      with standards for attestation reports issued or adopted by the Public Company
      Accounting Oversight Board. 

     

    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 15th
      of such
      year, the Trustee (with the consent of 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, upon notice 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
      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 under
      this Section 3.21.

     

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

            


    

     

    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 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 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 an Opinion
      of
      Counsel, addressed to the Trustee 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 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 Servicer’s receipt
      thereof, and shall thereafter deposit 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 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:

     

    (i)  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;

     

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

     

    (iii)  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

     

    (iv)  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, 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:

     

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

     

    (ii)  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;

     

    (iii)  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

     

    (iv)  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 set forth
      in Section 3.01.

     

    (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 Sections 6050H, 6050J
      and
      6050P of the Code, respectively. Such reports shall be in form and substance
      sufficient to meet the reporting requirements imposed by such Sections 6050H,
      6050J and 6050P 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
      relating to voluntary Principal Prepayments in full for the related Distribution
      Date and (B) 50% of 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 or
      Principal Prepayments in part.

     

    
      	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  	
              Solicitations.

            


    

     

    From
      and
      after the Closing Date, the Servicer agrees that it will not take any action
      or
      permit or cause any action to be taken by any of its agents and Affiliates,
      or
      by any independent contractors or independent mortgage brokerage companies
      on
      the Servicer’s behalf, to personally, by telephone or mail, solicit the
      Mortgagor under any Mortgage Loan for the purpose of refinancing such Mortgage
      Loan; provided, that the Servicer may solicit any Mortgagor for whom the
      Servicer has received a request for verification of mortgage, a request for
      demand for payoff, a mortgagor initiated written or verbal communication
      indicating a desire to prepay the related Mortgage Loan, another mortgage
      company has pulled a credit report on the mortgagor or the mortgagor initiates
      a
      title search; provided further, it is understood and agreed that promotions
      undertaken by the Servicer or any of its Affiliates which (i) concern optional
      insurance products or other additional products or (ii) are directed to the
      general public at large, including, without limitation, mass mailings based
      on
      commercially acquired mailing lists, newspaper, radio, telephone and television
      advertisements shall not constitute solicitation under this Section, nor is
      the
      Servicer prohibited from responding to unsolicited requests or inquiries made
      by
      a Mortgagor or an agent of a Mortgagor. Furthermore, the Servicer shall be
      permitted to include in its monthly statements to borrowers or otherwise,
      statements regarding the availability of the Servicer’s counseling services with
      respect to refinancing mortgage loans.

     

    
      	SECTION
              3.28  	
              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 Soundview Mortgage Loan Trust 2006-A, Asset-Backed
      Certificates, Series 2006-A.” All amounts deposited in the Net WAC Rate
      Carryover Reserve Account shall be distributed to the Holders of the Floating
      Rate 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 Floating Rate 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(c)(v), rather
      than distributing such amounts to the Class C Certificateholders. On each such
      Distribution Date, the Trustee shall hold all such amounts for the benefit
      of
      the Holders of the Floating Rate Certificates, and will distribute such amounts
      to the Holders of the Floating Rate 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 shall be treated as amounts distributed by REMIC 3 to the Holder
      of the Class C Interest and by REMIC 15 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 Floating Rate
      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 designee. 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 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).

     

    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
      Floating Rate Certificates to receive payments from the Net WAC Rate Carryover
      Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have
      more than a de
      minimis
      value.

     

    
      	SECTION
              3.29  	
              Advance
                Facility.

            


    

     

    (a)  The
      Servicer is hereby authorized to enter into a financing or other facility (any
      such arrangement, an “Advance Facility”), the documentation for which complies
      with Section 3.29(e) below, under which (1) the Servicer assigns or pledges
      its
      rights under this Agreement to be reimbursed for any or all Advances and/or
      Servicing Advances to (i) a Person, which may be a special-purpose
      bankruptcy-remote entity (an “SPV”), (ii) a Person, which may simultaneously
      assign or pledge such rights to an SPV or (iii) a lender (a “Lender”), which, in
      the case of any Person or SPV of the type described in either of the preceding
      clauses (i) or (ii), may directly or through other assignees and/or pledgees,
      assign or pledge such rights to a Person, which may include a trustee acting
      on
      behalf of holders of debt instruments (any such Person or any such Lender,
      an
“Advance Financing Person”), and/or (2) an Advance Financing Person agrees to
      fund all the Advances and/or Servicing Advances required to be made by the
      Servicer pursuant to this Agreement. No consent of the Trustee,
      Certificateholders or any other party shall be required before the Servicer
      may
      enter into an Advance Facility nor shall the Trustee or the Certificateholders
      be a third party beneficiary of any obligation of an Advance Financing Person
      to
      the Servicer. Notwithstanding the existence of any Advance Facility under which
      an Advance Financing Person agrees to fund Advances and/or Servicing Advances,
      (A) the Servicer (i) shall remain obligated pursuant to this Agreement to make
      Advances and/or Servicing Advances pursuant to and as required by this Agreement
      and (ii) shall not be relieved of such obligations by virtue of such Advance
      Facility and (B) neither the Advance Financing Person nor any Servicer’s
      Assignee (as hereinafter defined) shall have any right to proceed against or
      otherwise contact any Mortgagor for the purpose of collecting any payment that
      may be due with respect to any related Mortgage Loan or enforcing any covenant
      of such Mortgagor under the related Mortgage Loan documents.

     

    (b)  If
      the
      Servicer enters into an Advance Facility, the Servicer and the related Advance
      Financing Person shall deliver to the Trustee at the address set forth in
      Section 11.05 hereof a written notice (an “Advance Facility Notice”), stating
      (a) the identity of the Advance Financing Person and (b) the identity of the
      Person (the “Servicer’s Assignee”) that will, subject to Section 3.29(c) hereof,
      have the right to make withdrawals from the Collection Account pursuant to
      Section 3.11(a) hereof to reimburse previously unreimbursed Advances and/or
      Servicing Advances (“Advance Reimbursement Amounts”). Advance Reimbursement
      Amounts (i) shall consist solely of amounts in respect of Advances and/or
      Servicing Advances for which the Servicer would be permitted to reimburse itself
      in accordance with Section 3.11(a) hereof, assuming the Servicer had made the
      related Advance(s) and/or Servicing Advance(s) and (ii) shall not consist of
      amounts payable to a successor Servicer in accordance with Section 3.11(a)
      hereof to the extent permitted under Section 3.29(e) below.

     

    (c)  Notwithstanding
      the existence of an Advance Facility, the Servicer, on behalf of the Advance
      Financing Person, shall be entitled to receive reimbursements of Advances and/or
      Servicing Advances in accordance with Section 3.11(a) clauses hereof, which
      entitlement may be terminated by the Advance Financing Person pursuant to a
      written notice to the Trustee in the manner set forth in Section 11.05 hereof.
      Upon receipt of such written notice, the Servicer shall no longer be entitled
      to
      receive reimbursement for any Advance Reimbursement Amounts and the Servicer’s
      Assignee shall immediately have the right to receive or withdraw from the
      Collection Account all Advance Reimbursement Amounts. Notwithstanding the
      foregoing, and for the avoidance of doubt, (i) the Servicer and/or the
      Servicer’s Assignee shall only be entitled to reimbursement of Advance
      Reimbursement Amounts hereunder from withdrawals from the Collection Account
      pursuant to Section 3.11(a) of this Agreement and shall not otherwise be
      entitled to make withdrawals of, or receive, amounts that shall be on deposit
      in
      the Distribution Account or that are required to be deposited in the
      Distribution Account pursuant to any provision hereunder, and (ii) none of
      the
      Trustee or the Certificateholders shall have any right to, or otherwise be
      entitled to, receive any Advance Reimbursement Amounts to which the Servicer
      or
      Servicer’s Assignee, as applicable, shall be entitled pursuant to Section
      3.11(a) or this Section 3.29. Without limiting the foregoing, none of the
      Trustee or the Certificateholders shall have any right to set off against
      Advance Reimbursement Amounts hereunder. An Advance Facility may be terminated
      by the joint written direction of the Servicer and the related Advance Financing
      Person. Written notice of such termination shall be delivered to the Trustee
      in
      the manner set forth in Section 11.05 hereof. None of the Depositor or the
      Trustee shall, as a result of the existence of any Advance Facility, have any
      additional duty or liability with respect to the calculation or payment of
      any
      Advance Reimbursement Amount, nor, as a result of the existence of any Advance
      Facility, shall the Depositor or the Trustee have any additional responsibility
      to track or monitor the administration of the Advance Facility or the payment
      of
      Advance Reimbursement Amounts to the Servicer’s Assignee.

     

    The
      Servicer shall indemnify the Depositor, any successor Servicer, the Trustee
      and
      the Trust Fund for any claim, loss, liability or damage resulting from any
      claim
      by the related Advance Financing Person, except to the extent that such claim,
      loss, liability or damage (i) in the case of the Depositor, was incurred by
      reason of the Depositor’s willful misfeasance, bad faith or negligence in the
      performance of duties hereunder or by reason of its reckless disregard of
      obligations and duties hereunder, (ii) in the case of a successor Servicer,
      was
      incurred by reason of such successor Servicer’s willful misfeasance, bad faith
      or negligence in the performance of duties hereunder or by reason of its
      reckless disregard of obligations and duties hereunder or by reason of a breach
      of such successor Servicer’s obligations and duties under this Agreement or
      (iii) in the case of the Trustee or the Trust Fund, (A) resulted from a breach
      of the Servicer’s or a successor Servicer’s obligations and duties under this
      Agreement for which the Trustee is indemnified under Section 8.05(b) or (B)
      was
      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. Notwithstanding the
      foregoing, the exclusions set forth in clauses (i), (ii) and (iii) above from
      the Servicer’s obligation to indemnify the Depositor, any successor Servicer,
      the Trustee and the Trust Fund shall not be applicable, in any case, to the
      extent the applicable claim, loss, liability or damage was incurred by reason
      of
      the Servicer’s willful misfeasance, bad faith or negligence in the performance
      of duties hereunder or by reason of its reckless disregard of obligations and
      duties hereunder or by reason of a breach of the Servicer’s obligations and
      duties under this Agreement.

     

    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, pledged or assigned to, and reimbursed to any Advancing Financing 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.

     

    (d)  An
      Advance Financing Person who receives an assignment or pledge of rights to
      receive Advance Reimbursement Amounts and/or whose obligations are limited
      to
      the funding of Advances and/or Servicing Advances pursuant to an Advance
      Facility shall not be required to meet the criteria for qualification as a
      Sub-Servicer.

     

    (e)  As
      between a predecessor Servicer and its Advance Financing Person, on the one
      hand, and a successor Servicer and its Advance Financing Person, if any, on
      the
      other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect
      to each Mortgage Loan as to which an Advance and/or Servicing Advance shall
      have
      been made and be outstanding shall be allocated on a “first-in, first out”
basis. In the event the Servicer’s Assignee shall have received some or all of
      an Advance Reimbursement Amount related to Advances and/or Servicing Advances
      that were made by a Person other than such predecessor Servicer or its related
      Advance Financing Person in error, then such Servicer’s Assignee shall be
      required to remit any portion of such Advance Reimbursement Amount to each
      Person entitled to such portion of such Advance Reimbursement Amount. Without
      limiting the generality of the foregoing, the Servicer shall remain entitled
      to
      be reimbursed by the Advance Financing Person for all Advances and/or Servicing
      Advances funded by the Servicer to the extent the related Advance Reimbursement
      Amounts have not been assigned or pledged to such Advance Financing Person
      or
      Servicer’s Assignee.

     

    (f)  For
      purposes of any Officer’s Certificate of the Servicer made pursuant to Section
      4.04(d), any Nonrecoverable Advance referred to therein may have been made
      by
      such Servicer or any predecessor Servicer. In making its determination that
      any
      Advance or Servicing Advance theretofore made has become a Nonrecoverable
      Advance, the Servicer shall apply the same criteria in making such determination
      regardless of whether such Advance or Servicing Advance shall have been made
      by
      the Servicer or any predecessor 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,
      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. The parties hereto hereby
      acknowledge and agree that: (a) the Advances and/or Servicing Advances financed
      by and/or pledged to an Advance Financing Person under any Advance Facility
      are
      obligations owed to the Servicer 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, as a result of the existence of any Advance Facility, obligated or liable
      to repay any Advances and/or Servicing Advances financed by the Advance
      Financing Person; (b) the Servicer will be responsible for remitting to the
      Advance Financing Person the applicable amounts collected by it as reimbursement
      for Advances and/or Servicing Advances funded by the Advance Financing Person,
      subject to the provisions of this Agreement; and (c) the Trustee shall not
      have
      any responsibility to track or monitor the administration of the financing
      arrangement between the Servicer and any Advance Financing Person.

     

    
      	SECTION
              3.30  	
              Transfer
                of Servicing for Certain Mortgage
                Loans.

            


    

     

    (a)  GMAC
      Mortgage Corporation shall be the Servicer of the Mortgage Loans originated
      by
      each Originator other than Countrywide Home Loans LP up to the related Servicing
      Transfer Date and shall service such Mortgage Loans in accordance with each
      of
      the terms of this Agreement, including, but not limited to, the obligation
      to
      pay amounts in respect of Prepayment Interest Shortfalls (as set forth in
      Section 3.24) and to make Advances and Servicing Advances (as set forth in
      Section 4.03) and in accordance with customary industry procedures and all
      reporting requirements applicable to the Servicer (as set forth in Sections
      3.20, 3.21 and 4.06). Furthermore, GMAC Mortgage Corporation agrees to provide
      to the Trustee and to Litton Loan Servicing LP all reporting required to be
      provided by the Servicer pursuant to this Agreement for the period through
      the
      related Servicing Transfer Date, including reporting of all activity with
      respect to the Mortgage Loans for the period prior to such Servicing Transfer
      Date (which report would be delivered following such Servicing Transfer Date
      consistent with the requirements of this Agreement).

     

    (b)  Countrywide
      Home Loans Servicing LP shall be the Servicer of the Mortgage Loans originated
      by Countrywide Home Loans LP up to the Servicing Transfer Date and shall service
      such Mortgage Loans in accordance with each of the terms of Exhibit
      B.

     

    (c)  The
      Depositor shall cause GMAC Mortgage Corporation and Countrywide Home Loans
      Servicing LP to transfer servicing to Litton Loan Servicing LP in accordance
      with the servicing transfer provisions set forth in the servicing agreements
      between the Seller and GMAC Mortgage Corporation or Countrywide Home Loans
      Servicing LP, as applicable.

     

    ARTICLE
      IV

     

     FLOW
      OF
      FUNDS

     

    
      	SECTION
              4.01  	
              Distributions.

            


    

     

    (a)  (I)On
      each
      Distribution Date, the Trustee shall withdraw from the Distribution Account
      that
      portion of Available Funds for such Distribution Date consisting of the 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 Interest Remittance Amount remaining for such
      Distribution Date:

     

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

     

    (ii)  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, the Class M-12 Certificates, the Class M-13 Certificates,
      the
      Class M-14 Certificates and the Class M-15 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 Principal Distribution Amount shall be made in the following amounts
      and
      order of priority:

     

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

     

    (ii)  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, the Class M-12 Certificates, the Class M-13 Certificates,
      the
      Class M-14 Certificates and the Class M-15 Certificates, in that order, in
      each
      case, until the Certificate Principal Balances thereof have been reduced to
      zero.

     

    (II) 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 Principal Distribution Amount shall be made in the following amounts and
      order of priority:

     

    (i)  to
      the
      Holders of the Class A Certificates, the Senior Principal Distribution Amount
      until the Certificate Principal Balance thereof has been reduced to
      zero;

     

    (ii)  to
      the
      Holders of the Class M-1 Certificates, the Class M-1 Principal Distribution
      Amount until the Certificate Principal Balance thereof has been reduced to
      zero;

     

    (iii)  to
      the
      Holders of the Class M-2 Certificates, the Class M-2 Principal Distribution
      Amount until the Certificate Principal Balance thereof has been reduced to
      zero;

     

    (iv)  to
      the
      Holders of the Class M-3 Certificates, the Class M-3 Principal Distribution
      Amount until the Certificate Principal Balance thereof has been reduced to
      zero;

     

    (v)  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;

     

    (vi)  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;

     

    (vii)  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;

     

    (viii)  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;

     

    (ix)  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;

     

    (x)  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;


     

    (xi)  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;

     

    (xii)  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;

     

    (xiii)  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;

     

    (xiv)  to
      the
      Holders of the Class M-13 Certificates, the Class M-13 Principal Distribution
      Amount until the Certificate Principal Balance thereof has been reduced to
      zero;

     

    (xv)  to
      the
      Holders of the Class M-14 Certificates, the Class M-14 Principal Distribution
      Amount until the Certificate Principal Balance thereof has been reduced to
      zero;
      and

     

    (xvi)  to
      the
      Holders of the Class M-15 Certificates, the Class M-15 Principal Distribution
      Amount until the Certificate Principal Balance thereof has been reduced to
      zero.

     

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

     

    (i)  beginning
      with the Distribution Date in August 2006, 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 Principal
      Distribution Amount as described under Section 4.01(b) above;

     

    (ii)  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, the Class M-12 Certificates, the Class M-13 Certificates,
      the
      Class M-14 Certificates and the Class M-15 Certificates, in that order, 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 aggregate of any Net WAC Rate
      Carryover Amounts for the Floating Rate Certificates, without taking into
      account amounts, if any, received under the Swap Agreement;

     

    (iv)  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 (b) on any Distribution Date on which
      the
      Certificate Principal Balances of the Floating Rate 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;

     

    (vii)  to
      the
      Holders of the Class X Certificates (allocated among the Class X Certificates
      in
      the priority described below), any recoveries in respect of the Charged Off
      Loans; and

     

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

     

    Any
      amounts distributable to the Class X Certificates pursuant to clause (vii)
      above, shall be distributed first, to the Class X-1 Certificates, until the
      aggregate amount of distributions on the Class X-1 Certificates has reached
      $3,553,830 and second, any remaining amounts to the Class X-2
      Certificates.

     

    (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)  to
      the
      Class A Certificates, the related Net WAC Rate Carryover Amount;
      and

     

    (ii)  sequentially,
      to 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, the Class M-12 Certificates, the Class M-13 Certificates, the
      Class M-14 Certificates and the Class M-15 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
      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
      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)  up
      to an
      amount equal to the Swap Account Principal Release Amount for such Distribution
      Date, 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, distributable to such Holders as part of the
      Principal Distribution Amount, after taking into account distributions made
      pursuant to Section 4.01(c)(i);

     

    (iv)  to
      pay
      any amounts in excess of the Swap Account Required Balance in the following
      order:

     

    (1) to
      the
      Class A Certificates, the related Monthly Interest Distributable Amount and
      Unpaid Interest Shortfall Amount remaining undistributed after the distributions
      of the Interest Remittance Amount;

     

    (2) sequentially,
      to 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, the Class M-12 Certificates, the Class M-13 Certificates, the
      Class M-14 Certificates and the Class M-15 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
      Interest Remittance Amount and the Net Monthly Excess Cashflow;

     

    (3) sequentially
      to 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, the Class M-12 Certificates, the Class M-13 Certificates, the
      Class M-14 Certificates and the Class M-15 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;

     

    (4) concurrently,
      to the 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;

     

    (5) sequentially,
      to 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, the Class M-12 Certificates, the Class M-13 Certificates, the
      Class M-14 Certificates and the Class M-15 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

     

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

     

    (f)  On
      each
      Distribution Date, all amounts representing Prepayment Charges in respect of
      the
      Mortgage Loans received during the related Prepayment Period and the 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.

     

    (g)  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.

     

    (h)  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.

     

    (i) 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 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 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
      Pool
      Balance at the Close of Business at 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) (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
      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;

     

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

     

    (xiii)  the
      Certificate Principal Balance of each Class of Floating Rate Certificates and
      the Class C Certificates, before and after giving effect to the distributions
      made on such Distribution Date;

     

    (xiv)  the
      Monthly Interest Distributable Amount in respect of the Floating Rate
      Certificates and the Class C Certificates for such Distribution Date and the
      Unpaid Interest Shortfall Amount, if any, with respect to the Floating Rate
      Certificates for such Distribution Date;

     

    (xv)  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;

     

    (xvi)  the
      Credit Enhancement Percentage for such Distribution Date;

     

    (xvii)  the
      Net
      WAC Rate Carryover Amount for the Floating Rate 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, the Delinquency Percentage
      for such Distribution Date and the Realized Loss Percentage for such
      Distribution Date;

     

    (xix)  the
      total
      cashflows received and the general sources thereof;

     

    (xx)  the
      respective Pass-Through Rates applicable to the Floating Rate Certificates
      and
      the Class C Certificates for such Distribution Date and the Pass-Through Rate
      applicable to the Floating Rate Certificates for the immediately succeeding
      Distribution Date;

     

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

     

    (xxii)  the
      applicable Record Date, Accrual Period and any other applicable 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 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.

     

    (b)  Within
      a
      reasonable period of time after the end of each calendar year, the Trustee
      shall, upon written request, furnish to 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 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 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.

     

    
      	SECTION
              4.04  	
              Remittance
                Reports; Advances.

            


    

     

    (a)  By
      the
      second Business Day following each Determination Date, 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
      (i) make the distributions contemplated by Section 4.01, (ii) to prepare the
      statements to Certificateholders contemplated by Section 4.03 and (iii) to
      prepare the Form 10-D contemplated by Section 4.05.
      The
      Trustee shall not be responsible to recompute, recalculate or verify any
      information provided to it by the Servicer. The Trustee shall, at the request
      of
      the Servicer, deliver or make available to the Servicer, any Remittance Reports
      received by it from Countrywide Home Loans Servicing LP.

     

    (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 the
      interest portion of Monthly Payments (net of the related Servicing Fee), due
      during the related Due Period in respect of the Mortgage Loans (other than
      with
      respect to any REO Property as described in clause (ii) below or a Balloon
      Mortgage Loan as described below), 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. For purposes of the preceding sentence,
      the Monthly Payment on each Balloon Mortgage Loan with a delinquent Balloon
      Payment is equal to the assumed monthly payment of interest that would have
      been
      due on the related Due Date based on the original principal amortization
      schedule for such Balloon Mortgage Loan. In addition, the Servicer shall not
      be
      required to advance any Relief Act Interest Shortfalls or to cover Prepayment
      Interest Shortfalls in excess of its obligations under Section
      3.24.

     

    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. Servicing Advances, if any, to be made by the Servicer
      in respect of the Mortgage Loans and REO Properties for the related Distribution
      Date may be made either (i) from its own funds, (ii) from the Collection
      Account, to the extent of funds held therein for future distribution (in which
      case, it shall cause to be made an appropriate entry in the records of the
      Collection Account that amounts held for future distribution have been, as
      permitted by this Section 4.03, used by the Servicer in discharge of any such
      Servicing Advance) or (iii) in the form of any combination of (i) and (ii)
      aggregating the total amount of Servicing 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 or Servicing Advance
      as permitted in the preceding sentence 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 and Servicing 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 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 Depositor and the Trustee.

     

    
      	SECTION
              4.05  	
              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.

     

    (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. Prior
      to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice
      shall
      have been filed, prior to 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
      Trustee shall sign a certification (in the form attached hereto as
      Exhibit N-3) 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-2) 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 20th
      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 25th
      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 4.05 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 4.05 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 4.05.

     

    (d)  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
              4.06  	
              [Reserved]

            


    

     

    
      	SECTION
              4.07  	
              [Reserved]

            


    

     

    
      	SECTION
              4.08  	
              Distributions
                on the REMIC Regular Interests.

            


    

     

    (a)  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:

     

    (1) to
      Holders of each of REMIC 1 Regular Interest I and REMIC 1 Regular Interest
      I-1-A
      through I-41-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;

     

    (2) 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 interests I-1-A through I-41-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 second, to
      the
      extent of the Overcollateralization Release Amounts, to REMIC 1 Regular Interest
      I-41-B until the Uncertificated Principal Balance of such REMIC 1 Regular
      Interest is reduced to zero; and

     

    (3) to
      the
      Holders of REMIC 1 Regular Interest P, (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:

     

    (1)  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;

     

    (2)  second,
      to the extent of Available Funds, to Holders of REMIC 2 Regular Interest LTAA,
      REMIC 2 Regular Interest LTA, 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 LTM13, REMIC 2 Regular Interest LTM14,
      REMIC 2 Regular Interest LTM15, 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
      LTA,
      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 LTM13, REMIC 2 Regular Interest LTM14, REMIC 2 Regular Interest LTM15
      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

     

    (3)  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 LTA, 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
      LTM13, REMIC 2 Regular Interest LTM14 and REMIC 2 Regular Interest LTM15, 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, 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-2 Interest).

     

    
      	SECTION
              4.09  	
              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-15 Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero; fifth, to the Class M-14 Certificates,
      until the Certificate Principal Balance thereof has been reduced to zero; sixth,
      to the Class M-13 Certificates, until the Certificate Principal Balance thereof
      has been reduced to zero; seventh, to the Class M-12 Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero; eighth, to
      the
      Class M-11 Certificates, until the Certificate Principal Balance thereof has
      been reduced to zero; ninth, to the Class M-10 Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero; tenth, to the
      Class M-9 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero; eleventh, to the Class M-8 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero; twelfth, to the Class M-7
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; thirteenth, to the Class M-6 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero; fourteenth, to
      the
      Class M-5 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero,
      fifteenth, to the Class M-4 Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero, sixteenth, to the Class M-3
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero, seventeenth, to the Class M-2 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero and eighteenth, 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(c)(v). No allocations of any Realized Losses shall
      be
      made to the Certificate Principal Balances of the Senior 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 by the Trustee 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-41-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)  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 LTM15 and REMIC 2 Regular
      Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC 2 Regular Interest LTM15 has been reduced to zero; fourth,
      to
      the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC
      2
      Regular Interest LTM14 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
      Interest LTM14 has been reduced to zero; fifth, to the Uncertificated Principal
      Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM13 and
      REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Principal Balance of REMIC 2 Regular Interest LTM13 has been
      reduced to zero; sixth, 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; seventh,
      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; eighth, 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; ninth, 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; tenth, 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; eleventh, 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; twelfth, 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; thirteenth,
      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;
      fourteenth, 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; fifteenth, 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; sixteenth, 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 and
      seventeenth, 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
              4.10  	
              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 Soundview Home Loan Trust 2006-A, Asset-Backed
      Certificates, Series 2006-A.” 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
      Supplemental Interest Trust 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 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 17 Regular Interest SWAP IO to the extent of the
      amount distributable on REMIC 17 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 2 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, Class R and Class R-X 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 a REMIC
      and
      as having been paid by such Holders 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 a REMIC, but also ownership of an interest in, and obligations
      with
      respect to, a notional principal contract.

     

    (f)  The
      Supplemental Interest Trust Trustee shall, at the direction of the Depositor,
      enforce all of its rights and exercise any remedies under the Interest Rate
      Swap
      Agreement. In the event the Swap Agreement is terminated prior to the Optional
      Termination Date as a result of the designation by either party thereto of
      an
      Early Termination Date (as defined therein), the Supplemental Interest Trust
      Trustee shall, at the direction of the Depositor, appoint a replacement
      counterparty to enter into a replacement swap agreement. The Supplemental
      Interest Trust Trustee shall have no responsibility with regard to the selection
      of a replacement swap provider or the negotiation of a replacement swap
      agreement. Any Swap Termination Payment received by the Supplemental Interest
      Trust 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.
      If the
      Supplemental Interest Trust Trustee is unable to appoint a successor swap
      provider within 30 days of the Early Termination Date, then the Supplemental
      Interest Trust Trustee will deposit any Swap Termination Payment received from
      the original Swap Provider into the Swap Account and will, on each subsequent
      Distribution Date, withdraw from the amount then remaining on deposit in the
      Swap Account an amount equal to the Net Swap Payment, if any, that would have
      been paid to the Supplemental Interest Trust by the original Swap Provider
      calculated in accordance with the terms of the original Interest Rate Swap
      Agreement, and distribute such amount in accordance with the terms
      hereof.
      

     

    
      	SECTION
              4.11  	
              Tax
                Treatment of Swap Payments and Swap Termination
                Payments.

            


    

     

    For
      federal income tax purposes, each holder of a Floating Rate 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
      Floating Rate Certificates as follows: each Floating Rate Certificate will
      be
      treated as receiving their entire payment from a REMIC (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 Swap Provider Fee), 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 Floating Rate
      Certificate.

     

    The
      REMIC
      regular interest corresponding to a Floating Rate 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 Floating Rate Certificate may exceed the actual amount of
      distributions on the Floating Rate Certificate.

     

    ARTICLE
      V

     

     THE
      CERTIFICATES

     

    
      	SECTION
              5.01  	
              The
                Certificates.

            


    

     

    Each
      of
      the Floating Rate 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
      Floating Rate 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 the Floating Rate Certificates must be purchased in
      minimum total investments of $100,000 per Class and 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
      C
      Certificates, the Class P 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 Floating Rate 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 of the Trustee’s
      agent located at DB Services Tennessee, 648 Grassmere Park Road, Nashville,
      Tennessee 37211-3658, 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 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 separate certificates, each representing such
      holder’s respective Percentage Interest in the Class R-4 Interest, the Class R-5
      Interest, the Class R-6 Interest, the Class R-7 Interest, the Class R-8
      Interest, the Class R-9 Interest, the Class R-10 Interest, the Class R-11
      Interest, the Class R-12 Interest, the Class R-13 Interest, the Class R-14
      Interest, the Class R-15 Interest, the Class R-16 Interest and the Class R-17
      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-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,
      Class
      M-12 Certificate, Class M-13 Certificate, Class M-14 Certificate, Class M-15
      Certificate, Class C Certificate, Class P Certificate, Residual Certificate
      or
      Class X 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
      or the first transfer by the initial transferee of 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), (x) 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 (y) 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 Class C Certificate, Class P Certificate, Residual Certificate
      or
      Class X Certificate or any interest therein shall be made to any 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 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 Certificate, Class P
      Certificate 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
      Certificate, Class P Certificate 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 Depositor of the status of such
      transferee as an affiliate of the Depositor.

     

    For
      so
      long as the Supplemental Interest Trust is in existence, each beneficial owner
      of a Floating Rate Certificate or any interest therein, shall be deemed to
      have
      represented, by virtue of its acquisition or holding of the Floating Rate
      Certificate, or interest therein, that either (i) it is not a Plan or (ii)
      (A)
      it is an accredited investor within the meaning of Prohibited Transaction
      Exemption (“PTE”) 90-59, 55 Fed. Reg. 36724 (September 6, 1990), as amended by
      PTE 97-34, 62 Fed. Reg. 39021 (July 21, 1997), PTE 2000-58, 65 Fed. Reg. 67765
      (November 13, 2000) and PTE 2002-41, 67 Fed. Reg. 54487 (August 22, 2002) (the
      “Exemption”) and (B) the acquisition and holding of such Certificate and the
      separate right to receive payments from the Supplemental Interest Trust are
      eligible for the exemptive relief available under Prohibited Transaction Class
      Exemption (“PTCE”) 84-14, 91-38, 90-1, 95-60 or 96-23, or in the case of a Class
      M-11, Class M-12, Class M-13, Class M-14 or Class M-15 Certificate, 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,
      (b) in the case of a Class M-1, Clsas M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8, Class M-9 or Class M-10 Certificate, it has
      acquired and is holding such Certificate in reliance on the Exemption and that
      it understands that there are certain conditions to the availability of the
      Exemption including that such Certificate must be rated, at the time of
      purchase, not lower than “BBB-” (or its equivalent) by a Rating Agency or (c)
      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 U.S.
      Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 95-60, and
      (iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
      satisfied.

     

    If
      any
      Mezzanine Certificate or Private Certificate or any interest therein is acquired
      or held in violation of the provisions of the two 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 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,
      in
      form and substance satisfactory to the Trustee, (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 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 Certificate Registrar, any Paying
      Agent and any agent of the Servicer, the Depositor, the Trustee, 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.

     

    (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 AND THE DEPOSITOR

     

    
      	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 or 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; provided, further, that this provision shall not be
      construed to entitle the Servicer to indemnity in the event that amounts
      advanced by the Servicer to retire any senior lien exceed Liquidation Proceeds
      (in excess of related liquidation expenses) realized with respect to the related
      Mortgage Loan. 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 (i) any loss, liability or expense incurred
      in
      connection with any legal action relating to this Agreement or the Certificates,
      other than any loss, liability or expense related to any specific Mortgage
      Loan
      or Mortgage Loans (except as any such loss, liability or expense relates to
      the
      origination of a Mortgage Loan or Mortgage Loans or shall be otherwise
      reimbursable pursuant to this Agreement) and any loss, liability or expense
      incurred by reason of its willful misfeasance, bad faith or negligence in the
      performance of duties hereunder or by reason of its reckless disregard of
      obligations and duties hereunder or (ii) any breach of a representation or
      warranty by either Originator regarding the Mortgage Loans. The Servicer or
      the
      Depositor may undertake 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, 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
      Depositor or 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.

     

    
      	SECTION
              6.04  	
              Servicer
                Not to Resign.

            


    

     

    The
      Servicer shall not resign from the obligations and duties hereby imposed on
      it
      except upon determination that its duties hereunder are no longer permissible
      under applicable law. Any such determination pursuant to the preceding sentence
      permitting the resignation of the Servicer shall be evidenced by an Opinion
      of
      Counsel to such effect obtained at the expense of the Servicer and delivered
      to
      the Trustee. No resignation of the Servicer shall become effective until the
      Trustee or a successor servicer shall have assumed the Servicer’s
      responsibilities, duties, liabilities (other than those liabilities arising
      prior to the appointment of such successor) and obligations under this
      Agreement.

     

    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.

     

    The
      Trustee and the Depositor hereby specifically (i) consent to the pledge and
      assignment by the Servicer of all of the Servicer’s right, title and interest
      in, to and under this Agreement to the Servicing Rights Pledgee, for the benefit
      of certain lenders and (ii) provided that no Servicer Event of Termination
      exists, agree that ten (10) Business Days following delivery to the Trustee
      by
      the Servicing Rights Pledgee of a letter signed by the Servicer whereunder
      the
      Servicer shall resign as Servicer under this Agreement, the Trustee shall,
      in
      accordance with Section 7.02, appoint the Servicing Rights Pledgee or its
      designee as successor Servicer, provided that at the time of such appointment,
      the Servicing Rights Pledgee or such designee meets the requirements of a
      successor Servicer pursuant to Section 7.02(a) hereof and agrees to be subject
      to the terms of this Agreement. If, pursuant to any provision hereof, the duties
      of the Servicer are transferred to a successor servicer, the entire amount
      of
      the Servicing Fee and other compensation payable to the Servicer pursuant hereto
      shall thereafter be payable to such successor servicer.

     

    
      	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.

     

    
      	SECTION
              6.06  	
              [Reserved].

            


    

     

    
      	SECTION
              6.07  	
              Inspection.

            


    

     

    The
      Servicer, in its capacity as Servicer, shall afford the Trustee, 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.

     

    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 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 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, 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 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; or

     

    (v)  Any
      failure by the Servicer of the Servicer Termination Test;

     

    (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 11:00 A.M., New
      York time, on the Business Day immediately following the Servicer Remittance
      Date (provided the Trustee shall give the Servicer notice of such failure to
      advance by 5:00 P.M. New York time on the Servicer Remittance Date), the Trustee
      shall 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), (iv) and (v) above, the Trustee shall, at the direction
      of 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 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 serviced
      by the Servicer with respect to the Mortgage Loans or any REO Property received
      by the Servicer (provided, however, that the Servicer shall continue to be
      entitled to receive all amounts accrued or owing to it under this Agreement
      on
      or prior to the date of such termination, whether in respect of Advances,
      Servicing Advances, accrued Servicing Fees or otherwise, and shall continue
      to
      be entitled to the benefits of Section 6.03, notwithstanding any such
      termination, with respect to events occurring prior to such termination). 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.

     

    
      	SECTION
              7.02  	
              Trustee
                to Act; Appointment of Successor.

            


    

     

    (a)  Within
      90
      days of 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. 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 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 or to reimburse the Trustee pursuant to Section
      3.06), 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.

     

    (c)  In
      the
      event of a Servicer Event of Termination, notwithstanding anything to the
      contrary above, the Trustee and the Depositor hereby agree that ten (10)
      Business Days following delivery to the Trustee by the Servicing Rights Pledgee
      of a letter signed by the Servicer within ten Business Days of when notification
      of such event shall have been provided to the Trustee, whereunder the Servicer
      shall resign as Servicer under this Agreement, the Trustee shall, in accordance
      with Section 7.02, appoint the Servicing Rights Pledgee or its designee as
      successor Servicer, provided that at the time of such appointment, the Servicing
      Rights Pledgee or such designee meets the requirements of a successor Servicer
      set forth above (including, but not limited to the requirement that the
      appointment of any such successor Servicer 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) and the Servicing Rights Pledgee or such designee agrees to be subject
      to the terms of this Agreement.

     

    (d)  In
      connection with the resignation, removal or expiration of the term of the
      Servicer hereunder, or in connection with the resignation or removal of any
      successor to the Servicer (or any other successor to the Servicer appointed
      hereunder) acting as successor Servicer hereunder, either (i) the successor
      Servicer, (or any other successor to the Servicer appointed hereunder) acting
      as
      successor Servicer hereunder, shall represent and warrant that it is a member
      of
      MERS in good standing and shall agree to comply in all material respects with
      the rules and procedures of MERS in connection with the servicing of the
      Mortgage Loans that are registered with MERS, in which case the predecessor
      Servicer shall cooperate with the successor Servicer in causing MERS to revise
      its records to reflect the transfer of servicing to the successor Servicer
      as
      necessary under MERS’ rules and regulations or (ii) the predecessor Servicer
      shall cooperate with the successor Servicer in causing MERS to execute and
      deliver an assignment of Mortgage in recordable form to transfer the Mortgage
      from MERS to the Trustee and to execute and deliver such other notices,
      documents and other instruments as may be necessary or desirable to effect
      a
      transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS®
System to the successor Servicer. The predecessor Servicer shall file or cause
      to be filed any such assignment in the appropriate recording office. The
      predecessor Servicer shall bear any and all fees of MERS, costs of preparing
      any
      assignments of Mortgage, and fees and costs of filing any assignments of
      Mortgage that may be required under this paragraph. 

     

    
      	SECTION
              7.03  	
              Waiver
                of Defaults.

            


    

     

    The
      Majority Certificateholders may, on behalf of all Certificateholders, 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. 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.

     

    
      	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 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 for 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 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.

     

    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 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 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, pursuant to the provisions of this Agreement,
      unless such Certificateholders 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 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, if paid by the Trustee, shall
      be
      reimbursed by the Servicer upon demand and, if not reimbursed by the Servicer,
      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 Originator,
      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 a 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 Originator, the Servicer,
      the Depositor or their Affiliates.

     

    
      	SECTION
              8.05  	
              Trustee
                Compensation and Expenses.

            


    

     

    (a)  The
      Trustee shall withdraw from the Distribution Account on each Distribution Date
      and pay to itself the Trustee Compensation prior to making any distributions
      to
      Certificateholders consisting of income earned on amounts on deposit in the
      Distribution Account.

     

    (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. 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 or any director, officer, employee
      or
      agent of the Trustee 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 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 Depositor, the Servicer and each Rating
      Agency. Upon receiving such notice of resignation, the Depositor shall promptly
      appoint a successor Trustee 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 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 or the Servicer may remove
      the
      Trustee. If the Depositor or the Servicer removes the Trustee under the
      authority of the immediately preceding sentence, the Depositor 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 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 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 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 any
      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 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. If the Servicer 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, 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 and the Servicer.

     

    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 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
      and
      any requesting Certificateholder with its most recent financial statements.
      The
      Trustee shall cooperate fully with the Seller, the Servicer, the Depositor
      and
      such Certificateholder and shall make available to the Seller, the Servicer,
      the
      Depositor 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 may, proceed to protect and enforce its
      rights and the rights of the Certificateholders 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 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.

     

    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.

     

    (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 each such REMIC. 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, REMIC
      6, REMIC 7, REMIC 8, REMIC 9, REMIC 10, REMIC 11, REMIC 12, REMIC 13, REMIC
      14,
      REMIC 15, REMIC 16 and REMIC 17 and shall act as Tax Matters Person for each
      such REMIC. 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 any 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. None of the Trustee, the Servicer
      or 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 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 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 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)  [Reserved].

     

    (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.

            


    

     

    None
      of
      the Depositor, the Servicer or 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 has 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 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).

     

    
      	SECTION
              9.04  	
              Tax
                Treatment of Class X Certificates.

            


    

     

    The
      Trustee shall treat the Holders of the Class X-1 Certificates and the Class X-2
      Certificates for federal income tax purposes as partners in a partnership for
      so
      long as the Class X-1 Certificates and the Class X-2 Certificates are
      beneficially owned by more than one Person for federal income tax purposes.
      The
      Trustee shall not treat the Class X-1 Certificates and Class X-2 Certificates
      as
      an interest in any REMIC created hereunder. By acquiring the Class X-1
      Certificates and the Class X-2 Certificates, the respective Holders will agree
      to treat the Class X-1 Certificates and the Class X-2 Certificates in the manner
      described in the preceding sentence for federal income tax purposes. The Trustee
      will establish and maintain a separate capital account for each Holder of a
      Class X-1 Certificate or Class X-2 Certificate in accordance with Treasury
      Regulations Section 1.704-1(b)(2)(iv), which shall be credited with income
      or
      gain and debited by any expenses or losses and distributions allocable to such
      Certificates and (i) expenses of the partnership shall be allocated based on
      which one of such Classes economically bears such expense, (ii) neither the
      Class X-1 Certificates nor the Class X-2 Certificates shall be responsible
      for
      restoring any deficit to its capital account, (iii) upon termination of the
      Trust Fund pursuant to Section 10.01, all amounts available for distribution
      to
      Holders of the Class X Certificates shall be distributed in accordance with
      their positive capital account balances and (iv) the Trustee shall maintain
      books and records with respect to the partnership on a calendar year basis
      (unless a different taxable year shall be required by the Code) and shall
      prepare or cause to be prepared, and shall cause the Holder of the Class X-1
      Certificates to sign and file or cause to be filed all federal and state tax
      and
      information returns for the partnership, and shall furnish or cause to be
      furnished Schedule K-1’s to the Holders of the Class X-1 Certificates and Class
      X-2 Certificates at the time required by the Code. Unless otherwise directed
      by
      a majority of the Percentage Interests of the Class X-1 Certificates and Class
      X-2 Certificates, the Trustee shall not make an election under Section 754
      of
      the Code. All reasonable costs and expenses incurred by the Trustee in
      connection with such preparation and filing shall be paid by the Depositor.
      The
      Holder of the largest Percentage Interest of the Class X-1 Certificates, by
      acceptance of its Class X-1 Certificate, agrees to act as “tax matters partner”
(within the meaning of Section 6231(a)(7) of the Code and to sign and timely
      file all federal and state partnership tax and information returns prepared
      by
      the Trustee pursuant to this Section 9.04.

     

    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
      Distribution Date in November 2035. 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 capacity, the “Terminator”), may, at its option, terminate
      this Agreement on any date on which the aggregate 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) on such date is equal to or less than 10% of the aggregate Stated
      Principal Balance 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
      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 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 and any accrued and unpaid
      Net WAC Rate Carryover Amounts and any Swap Termination payment payable to
      the
      Swap Provider (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. 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, 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) the Trustee may conclusively rely on, and shall be protected
      in relying on, such appraisal.

     

    By
      acceptance of a Residual Certificate, the Holders of the Residual Certificates
      agree, in connection with any termination hereunder, to assign and transfer
      any
      amounts in excess of par, and to the extent received in respect of such
      termination, to pay any such amounts to the Holders of the Class C
      Certificates.

     

    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; 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 or (iii) 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.

     

    In
      addition, this Agreement may be amended from time to time by the Depositor,
      the
      Servicer and the Trustee with the consent of 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 Swap Provider or 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 the 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, 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 Section 4.10 or
      Section 11.10 of this Agreement without the prior written consent of the Swap
      Provider.

     

    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 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, Litton Loan Servicing LP 4828 Loop Central Drive,
      Houston, Texas 77081, Attention: Janice McClure (telecopy number: (713)
      960-0539), or such other address or telecopy number as may hereafter be
      furnished to the Depositor and the Trustee in writing by the Servicer, (d)
      in
      the case of the Trustee, Deutsche Bank National Trust Company, 1761 East St.
      Andrew Place, Santa Ana, California 92705-4934, Attention: Trust Admin—GC06SA
      (telecopy number: (714) 247-6478), or such other address or telecopy number
      as
      may hereafter be furnished to the Depositor and the Servicer in writing by
      the
      Trustee, and (e) 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 and the Trustee in writing
      by
      the Depositor. 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 the
      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.

            


    

     

    (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 with respect to each
      of the following of which a Responsible Officer of the Trustee or the 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
      Attestation 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) Moody’s Investors
      Service, Inc., 99 Church Street, New York, New York 10007, (ii) Fitch Ratings,
      One State Street Plaza, New York, New York 10004 and (iii) Standard &
Poor’s, a division of The McGraw-Hill Companies, Inc., 55 Water Street,
      41st
      Floor,
      New York, New York 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  	
              Benefits
                of Agreement.

            


    

     

    Nothing
      in this Agreement or in the Certificates, expressed or implied, shall give
      to
      any Person, other than the Certificateholders and the parties hereto and their
      successors hereunder, any benefit or any legal or equitable right, remedy or
      claim under this Agreement.

     

    
      	SECTION
              11.11  	
              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
              11.12  	
              Intention
                of the Parties and Interpretation.

            


    

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21
      and  4.05 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/
                Ara Balabania

            
	 	 	 	 	 	 	 	
              Name:

            	
              Ara
                Balabania

            
	 	 	 	 	 	 	 	
              Title:

            	
              Vice
                President

            


    

    


    
      	 	 	 	 	 	 	 	
              LITTON
                LOAN SERVICING LP, as Servicer

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Janice McClure

            
	 	 	 	 	 	 	 	
              Name:

            	
              Janice
                McClure

            
	 	 	 	 	 	 	 	
              Title:

            	
              Senior
                Vice President

            


    

    


    
      	 	 	 	 	 	 	 	
              DEUTSCHE
                BANK NATIONAL TRUST

              COMPANY,
                as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Barbara Campbell

            
	 	 	 	 	 	 	 	
              Name:

            	
              Barbara
                Campbell

            
	 	 	 	 	 	 	 	
              Title:

            	
              Vice
                President

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Karlene Benvenuto

            
	 	 	 	 	 	 	 	
              Name:

            	
              Karlene
                Benvenuto

            
	 	 	 	 	 	 	 	
              Title:

            	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 	 
	
              Acknowledged
                and Agreed for purposes of Section 3.30

            
	 	 	 	 	 	 	 	 	 
	
              GMAC
                MORTGAGE CORPORATION

            	 	 
	 	 	 	 	 	 	 	 	 
	
              By:

            	
              /s/
                Wesley Howland

            	 	 
	
              Name:

            	
              Wesley
                Howland

            	 	 	 
	
              Title:

            	
              Vice
                President

            	 	 	 
	 	 	 	 	 	 	 	 	 
	
              COUNTRYWIDE
                HOME LOANS SERVICING LP

            	 
	 	 	 	 	 	 	 	 	 
	
              By:
                COUNTRYWIDE GP, INC., its general partner

            	 
	 	 	 	 	 	 	 	 	 
	
              By:

            	
              /s/
                Kasha Bhakta

            	 	 
	
              Name:

            	
              Kasha
                Bhakta

            	 	 	 
	
              Title:

            	
              First
                Vice President

            	 	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF CONNECTICUT

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF FAIRFIELD

            	
              )

            	 


    

    


    On
      the
      _____ day of July, 2006 before me, a notary public in and for said State,
      personally appeared _________________________ known to me to be
      _______________________ 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 July, 2006 before me, a notary public in and for said State,
      personally appeared ____________________________ known to me to be a
      ___________________________ of Litton Loan Servicing LP, a limited partnership
      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 July, 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, a corporation
      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.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      EXHIBIT
        A-1

       

      FORM
        OF
        CLASS A CERTIFICATES

       

      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”).

       

      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”)

                 

              	
                :

              	
                $363,334,000.00

              
	
                Original
                  Class Certificate Principal
                  Balance of this Class

                 

              	
                :

              	
                $363,334,000.00

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable

                 

              
	
                CUSIP

              	
                :

              	
                83612G
                  AA 8

                 

              
	
                Class

              	
                :

              	
                A

                 

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                November
                  2035

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      Series
        2006-A

      CLASS
        A

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting of second
        lien,
        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 A Certificate
        at
        any time may be less than the Initial Certificate Principal Balance set forth
        on
        the face hereof, as described herein. This Class 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 A Certificate (obtained by dividing the Denomination
        of
        this Class A 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, Litton
        Loan Servicing LP, 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 A Certificate is issued under
        and
        is subject to the terms, provisions and conditions of the Agreement, to which
        Agreement the Holder of this Class A 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 A 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 A 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:
        July __, 2006

       

      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-A

                 

              
	 	
                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 A Certificate]

       

      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      SERIES
        2006-A

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
        (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.

       

      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.

       

      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 sum of (i) the aggregate
        Stated Principal Balance of the Initial Mortgage Loans and the Additional
        Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
        Amounts, 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 November 2035.

       

      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 M-1 CERTIFICATES

       

      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 A CERTIFICATES TO THE EXTENT DESCRIBED
        IN THE POOLING AND SERVICING 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.

       

      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”)

              	
                :

              	
                $30,136,000.00

                 

              
	
                Original
                  Class Certificate Principal Balance of this Class

              	
                :

              	
                $30,136,000.00

                 

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable

                 

              
	
                CUSIP

              	
                :

              	
                83612G
                  AB 6

                 

              
	
                Class

              	
                :

              	
                M-1

                 

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                November
                  2035

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      Series
        2006-A

      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 second
        lien,
        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, Litton
        Loan Servicing LP, 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.

       

      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 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:
        July __, 2006

       

      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-A

                 

              
	 	
                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]

       

      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      SERIES
        2006-A

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
        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.

       

      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.

       

      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 sum of (i) the aggregate
        Stated Principal Balance of the Initial Mortgage Loans and the Additional
        Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
        Amounts, 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 November 2035.

       

      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 M-2 CERTIFICATES

       

      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 A CERTIFICATES AND CLASS M-1
        CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING 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.

      


      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”)

              	
                :

              	
                $28,999,000.00

                 

              
	
                Original
                  Class Certificate Principal
                  Balance of this Class

              	
                :

              	
                $28,999,000.00

                 

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable
                  

                 

              
	
                CUSIP

              	
                :

              	
                83612G
                  AC 4

                 

              
	
                Class

              	
                :

              	
                M-2

                 

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                November
                  2035

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      Series
        2006-A

      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 second
        lien,
        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, Litton
        Loan Servicing LP, 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.

       

      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 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:
        July __, 2006

       

      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-A

                 

              
	 	
                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]

       

      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      SERIES
        2006-A

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
        (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.

       

      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.

       

      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 sum of (i) the aggregate
        Stated Principal Balance of the Initial Mortgage Loans and the Additional
        Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
        Amounts, 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 November 2035.

       

      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 M-3 CERTIFICATES

       

      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 A CERTIFICATES, CLASS M-1 CERTIFICATES
        AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
        SERVICING 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.

      


      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”)

              	
                :

              	
                $14,784,000.00

                 

              
	
                Original
                  Class Certificate Principal Balance of this Class

              	
                :

              	
                $14,784,000.00

                 

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable
                  

                 

              
	
                CUSIP

              	
                :

              	
                83612G
                  AD 2

                 

              
	
                Class

              	
                :

              	
                M-3

                 

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                November
                  2035

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      Series
        2006-A

      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 second
        lien,
        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, Litton
        Loan Servicing LP, 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.

       

      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 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:
        July __, 2006

       

      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-A

                 

              
	 	
                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]

       

      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      SERIES
        2006-A

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
        (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.

       

      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.

       

      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 sum of (i) the aggregate
        Stated Principal Balance of the Initial Mortgage Loans and the Additional
        Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
        Amounts, 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 November 2035.

       

      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 M-4 CERTIFICATES

       

      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 A CERTIFICATES, 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.

       

      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.

      


      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”)

              	
                :

              	
                $13,078,000.00

                 

              
	
                Original
                  Class Certificate Principal Balance of this Class

              	
                :

              	
                $13,078,000.00

                 

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable

                 

              
	
                CUSIP

              	
                :

              	
                83612G
                  AE 0

                 

              
	
                Class

              	
                :

              	
                M-4

                 

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                November
                  2035

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      Series
        2006-A

      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 second
        lien,
        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, Litton
        Loan Servicing LP, 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.

       

      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 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:
        July __, 2006

       

      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-A

                 

              
	 	
                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]

       

      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      SERIES
        2006-A

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
        (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.

       

      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.

       

      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 sum of (i) the aggregate
        Stated Principal Balance of the Initial Mortgage Loans and the Additional
        Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
        Amounts, 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 November 2035.

       

      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-5 CERTIFICATES

       

      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 A CERTIFICATES, 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.

       

      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.

      


      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”)

              	
                :

              	
                $12,509,000.00

                 

              
	
                Original
                  Class Certificate Principal Balance of this Class

              	
                :

              	
                $12,509,000.00

                 

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable

                 

              
	
                CUSIP

              	
                :

              	
                83612G
                  AF 7

                 

              
	
                Class

              	
                :

              	
                M-5

                 

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                November
                  2035

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      Series
        2006-A

      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 second
        lien,
        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, Litton
        Loan Servicing LP, 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.

       

      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 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:
        July __, 2006

       

      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-A

                 

              
	 	
                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]

       

      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      SERIES
        2006-A

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
        (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.

       

      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.

       

      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 sum of (i) the aggregate
        Stated Principal Balance of the Initial Mortgage Loans and the Additional
        Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
        Amounts, 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 November 2035.

       

      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-6 CERTIFICATES

       

      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 A CERTIFICATES, 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.

       

      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.

      


      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”)

              	
                :

              	
                $11,372,000.00

                 

              
	
                Original
                  Class Certificate Principal Balance of this Class

              	
                :

              	
                $11,372,000.00

                 

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable
                  

                 

              
	
                CUSIP

              	
                :

              	
                83612G
                  AG 5

                 

              
	
                Class

              	
                :

              	
                M-6

                 

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                November
                  2035

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      Series
        2006-A

      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 second
        lien,
        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, Litton
        Loan Servicing LP, 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.

       

      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 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:
        July __, 2006

       

      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-A

                 

              
	 	
                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]

       

      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      SERIES
        2006-A

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
        (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.

       

      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.

       

      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 sum of (i) the aggregate
        Stated Principal Balance of the Initial Mortgage Loans and the Additional
        Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
        Amounts, 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 November 2035.

       

      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-7 CERTIFICATES

       

      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 A CERTIFICATES, 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.

       

      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.

      


      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”)

              	
                :

              	
                $11,657,000.00

                 

              
	
                Original
                  Class Certificate Principal Balance of this Class

              	
                :

              	
                $11,657,000.00

                 

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable

                 

              
	
                CUSIP

              	
                :

              	
                83612G
                  AH 3

                 

              
	
                Class

              	
                :

              	
                M-7

                 

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                November
                  2035

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      Series
        2006-A

      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 second
        lien,
        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, Litton
        Loan Servicing LP, 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.

       

      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 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:
        July __, 2006

       

      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-A

                 

              
	 	
                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]

       

      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      SERIES
        2006-A

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
        (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.

       

      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.

       

      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 sum of (i) the aggregate
        Stated Principal Balance of the Initial Mortgage Loans and the Additional
        Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
        Amounts, 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 November 2035.

       

      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-8 CERTIFICATES

       

      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 A CERTIFICATES, 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.

       

      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.

      


      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”)

              	
                :

              	
                $11,372,000.00

                 

              
	
                Original
                  Class Certificate Principal Balance of this Class

              	
                :

              	
                $11,372,000.00

                 

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable
                  

                 

              
	
                CUSIP

              	
                :

              	
                83612G
                  AJ 9

                 

              
	
                Class

              	
                :

              	
                M-8

                 

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                November
                  2035

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      Series
        2006-A

      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 second
        lien,
        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, Litton
        Loan Servicing LP, 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.

       

      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 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:
        July __, 2006

       

      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-A

                 

              
	 	
                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]

       

      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      SERIES
        2006-A

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
        (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.

       

      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.

       

      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 sum of (i) the aggregate
        Stated Principal Balance of the Initial Mortgage Loans and the Additional
        Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
        Amounts, 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 November 2035.

       

      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-9 CERTIFICATES

       

      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 A CERTIFICATES, 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 M-8 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
        POOLING
        AND SERVICING 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.

      


      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”)

              	
                :

              	
                $
                  8,813,000.00

                 

              
	
                Original
                  Class Certificate Principal Balance of this Class

              	
                :

              	
                $
                  8,813,000.00

                 

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable

                 

              
	
                CUSIP

              	
                :

              	
                83612G
                  AK 6

                 

              
	
                Class

              	
                :

              	
                M-9

                 

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                November
                  2035

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      Series
        2006-A

      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 second
        lien,
        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, Litton
        Loan Servicing LP, 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.

       

      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 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:
        July __, 2006

       

      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-A

                 

              
	 	
                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]

       

      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      SERIES
        2006-A

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
        (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.

       

      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.

       

      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 sum of (i) the aggregate
        Stated Principal Balance of the Initial Mortgage Loans and the Additional
        Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
        Amounts, 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 November 2035.

       

      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-10 CERTIFICATES

       

      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
        A
        CERTIFICATES, 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 AND CLASS M-9
        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.

       

      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”)

              	
                :

              	
                $
                  8,814,000.00

                 

              
	
                Original
                  Class Certificate Principal Balance of this Class

              	
                :

              	
                $
                  8,814,000.00

                 

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable
                  

                 

              
	
                CUSIP

              	
                :

              	
                83612G
                  AL 4

                 

              
	
                Class

              	
                :

              	
                M-10

                 

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                November
                  2035

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      Series
        2006-A

      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 second
        lien,
        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, Litton
        Loan Servicing LP, 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.

       

      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 sate 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 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 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:
        July __, 2006

       

      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-A

                 

              
	 	
                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]

       

      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      SERIES
        2006-A

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
        (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.

       

      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.

       

      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 sum of (i) the aggregate
        Stated Principal Balance of the Initial Mortgage Loans and the Additional
        Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
        Amounts, 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 November 2035.

       

      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-11 CERTIFICATES

       

      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 A CERTIFICATES, 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 AND CLASS M-10 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.

       

      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”)

              	
                :

              	
                $
                  7,961,000.00

                 

              
	
                Original
                  Class Certificate Principal Balance of this Class

              	
                :

              	
                $
                  7,961,000.00

                 

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable
                  

                 

              
	
                CUSIP

              	
                :

              	
                83612G
                  AM 2

                 

              
	
                Class

              	
                :

              	
                M-11

                 

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                November
                  2035

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      Series
        2006-A

      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 second
        lien,
        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, Litton
        Loan Servicing LP, 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.

       

      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 sate 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 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 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:
        July __, 2006

       

      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-A

                 

              
	 	
                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]

       

      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      SERIES
        2006-A

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
        (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.

       

      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.

       

      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 sum of (i) the aggregate
        Stated Principal Balance of the Initial Mortgage Loans and the Additional
        Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
        Amounts, 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 November 2035.

       

      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-12 CERTIFICATES

       

      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 A CERTIFICATES, 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 AND CLASS M-11
        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.

       

      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”)

              	
                :

              	
                $
                  21,039,000.00

                 

              
	
                Original
                  Class Certificate Principal Balance of this Class

              	
                :

              	
                $
                  21,039,000.00

                 

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable
                  

                 

              
	
                CUSIP

              	
                :

              	
                83612G
                  AN 0

                 

              
	
                Class

              	
                :

              	
                M-12

                 

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                November
                  2035

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      Series
        2006-A

      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 second
        lien,
        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, Litton
        Loan Servicing LP, 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 sate 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 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 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:
        July __, 2006

       

      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-A

                 

              
	 	
                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]

       

      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      SERIES
        2006-A

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
        (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.

       

      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.

       

      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 sum of (i) the aggregate
        Stated Principal Balance of the Initial Mortgage Loans and the Additional
        Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
        Amounts, 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 November 2035.

       

      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-13 CERTIFICATES

       

      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 A CERTIFICATES, 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, 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.

       

      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”)

              	
                :

              	
                $
                  8,813,000.00

                 

              
	
                Original
                  Class Certificate Principal Balance of this Class

              	
                :

              	
                $
                  8,813,000.00

                 

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable
                  

                 

              
	
                CUSIP

              	
                :

              	
                83612G
                  AP 5

                 

              
	
                Class

              	
                :

              	
                M-13

                 

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                November
                  2035

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      Series
        2006-A

      CLASS
        M-13

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting of second
        lien,
        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-13 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-13 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-13 Certificate (obtained by dividing the Denomination
        of this Class M-13 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, Litton
        Loan Servicing LP, 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-13 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-13 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 sate 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 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 M-13 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-13 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:
        July __, 2006

       

      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-A

                 

              
	 	
                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-13 Certificate]

       

      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      SERIES
        2006-A

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
        (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.

       

      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.

       

      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 sum of (i) the aggregate
        Stated Principal Balance of the Initial Mortgage Loans and the Additional
        Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
        Amounts, 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 November 2035.

       

      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-14 CERTIFICATES

       

      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 A CERTIFICATES, 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, CLASS M-12 CERTIFICATES, AND CLASS M-13 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.

       

      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”)

              	
                :

              	
                $
                  7,676,000.00

                 

              
	
                Original
                  Class Certificate Principal Balance of this Class

              	
                :

              	
                $
                  7,676,000.00

                 

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable
                  

                 

              
	
                CUSIP

              	
                :

              	
                83612G
                  AQ 3

                 

              
	
                Class

              	
                :

              	
                M-14

                 

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                November
                  2035

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      Series
        2006-A

      CLASS
        M-14

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting of second
        lien,
        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-14 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-14 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-14 Certificate (obtained by dividing the Denomination
        of this Class M-14 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, Litton
        Loan Servicing LP, 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-14 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-14 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 sate 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 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 M-14 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-14 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:
        July __, 2006

       

      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-A

                 

              
	 	
                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-14 Certificate]

       

      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      SERIES
        2006-A

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
        (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.

       

      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.

       

      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 sum of (i) the aggregate
        Stated Principal Balance of the Initial Mortgage Loans and the Additional
        Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
        Amounts, 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 November 2035.

       

      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-15 CERTIFICATES

       

      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 A CERTIFICATES, 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, CLASS M-12 CERTIFICATES, CLASS M-13 CERTIFICATES AND CLASS
        M-14
        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.

       

      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”)

              	
                :

              	
                $
                  8,245,000.00

                 

              
	
                Original
                  Class Certificate Principal Balance of this Class

              	
                :

              	
                $
                  8,245,000.00

                 

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

                 

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable
                  

                 

              
	
                CUSIP

              	
                :

              	
                83612G
                  AR 1

                 

              
	
                Class

              	
                :

              	
                M-15

                 

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                November
                  2035

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      Series
        2006-A

      CLASS
        M-15

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting of second
        lien,
        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-15 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-15 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-15 Certificate (obtained by dividing the Denomination
        of this Class M-15 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, Litton
        Loan Servicing LP, 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-15 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-15 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 sate 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 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 M-15 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-15 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:
        July __, 2006

       

      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-A

                 

              
	 	
                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-15 Certificate]

       

      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      SERIES
        2006-A

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
        (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.

       

      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.

       

      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 sum of (i) the aggregate
        Stated Principal Balance of the Initial Mortgage Loans and the Additional
        Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
        Amounts, 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 November 2035.

       

      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 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 A CERTIFICATES AND THE MEZZANINE
        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”)

              	
                :

              	
                $
                  415.57

                 

              
	
                Original
                  Class Certificate Principal
                  Balance of this Class

              	
                :

              	
                $
                  664.91

                 

              
	
                Percentage
                  Interest

              	
                :

              	
                62.50%

                 

              
	
                CUSIP

              	
                :

              	
                83612G
                  AT 7

                 

              
	
                Class

              	
                :

              	
                C

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      Series
        2006-A

      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 second
        lien,
        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 Financial Products, 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, Litton Loan Servicing LP, 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:
        July __, 2006

       

      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-A

                 

              
	 	
                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]

       

      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      SERIES
        2006-A

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
        (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 sum of (i) the aggregate
        Stated Principal Balance of the Initial Mortgage Loans and the Additional
        Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
        Amounts, 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 November 2035.

       

      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 A CERTIFICATES AND THE MEZZANINE
        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.

              	
                :

              	
                2

                 

              
	
                Cut-off
                  Date

              	
                :

              	
                June
                  1, 2006

                 

              
	
                First
                  Distribution Date

              	
                :

              	
                July
                  25, 2006

                 

              
	
                Initial
                  Certificate Principal Balance of
                  this Certificate (“Denomination”)

              	
                :

              	
                $
                  249.34

                 

              
	
                Original
                  Class Certificate Principal
                  Balance of this Class

              	
                :

              	
                $
                  664.91

                 

              
	
                Percentage
                  Interest

              	
                :

              	
                37.50%

                 

              
	
                CUSIP

              	
                :

              	
                83612G
                  AT 7

                 

              
	
                Class

              	
                :

              	
                C

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      Series
        2006-A

      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 second
        lien,
        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 Financial Products, 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, Litton Loan Servicing LP, 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:
        July __, 2006

       

      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-A

                 

              
	 	
                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]

       

      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      SERIES
        2006-A

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
        (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 sum of (i) the aggregate
        Stated Principal Balance of the Initial Mortgage Loans and the Additional
        Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
        Amounts, 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 November 2035.

       

      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”)

              	
                :

              	
                $50.00

                 

              
	
                Original
                  Class Certificate Principal
                  Balance of this Class

              	
                :

              	
                $100.00

                 

              
	
                Percentage
                  Interest

              	
                :

              	
                50.00%

                 

              
	
                CUSIP

              	
                :

              	
                83612G
                  AU 4

                 

              
	
                Class

              	
                :

              	
                P

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      Series
        2006-A

      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 second
        lien,
        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 Financial Products, 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, Litton Loan Servicing LP, 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:
        July __, 2006

       

      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-A

                 

              
	 	
                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]

       

      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      SERIES
        2006-A

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
        (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 sum of (i) the aggregate
        Stated Principal Balance of the Initial Mortgage Loans and the Additional
        Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
        Amounts, 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 November 2035.

       

      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 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.

              	
                :

              	
                2

                 

              
	
                Cut-off
                  Date

              	
                :

              	
                June
                  1, 2006

                 

              
	
                First
                  Distribution Date

              	
                :

              	
                July
                  25, 2006

                 

              
	
                Initial
                  Certificate Principal Balance of
                  this Certificate (“Denomination”)

              	
                :

              	
                $50.00

                 

              
	
                Original
                  Class Certificate Principal
                  Balance of this Class

              	
                :

              	
                $100.00

                 

              
	
                Percentage
                  Interest

              	
                :

              	
                50.00%

                 

              
	
                CUSIP

              	
                :

              	
                83612G
                  AU 4

                 

              
	
                Class

              	
                :

              	
                P

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      Series
        2006-A

      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 second
        lien,
        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 Financial Products, 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, Litton Loan Servicing LP, 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:
        July __, 2006

       

      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-A

                 

              
	 	
                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]

       

      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      SERIES
        2006-A

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
        (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 sum of (i) the aggregate
        Stated Principal Balance of the Initial Mortgage Loans and the Additional
        Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
        Amounts, 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 November 2035.

       

      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 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%

                 

              
	
                CUSIP

              	
                :

              	
                83612G
                  AV 2

                 

              
	
                Class

              	
                :

              	
                R

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      Series
        2006-A

      CLASS
        R

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting of second
        lien,
        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, Litton Loan Servicing LP, 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:
        July __, 2006

       

      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-A

                 

              
	 	
                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]

       

      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      SERIES
        2006-A

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-A Asset-Backed Certificates, Series 2006-A
        (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 sum of (i) the aggregate
        Stated Principal Balance of the Initial Mortgage Loans and the Additional
        Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
        Amounts, 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 November 2035.

       

      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-22

       

      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%

                 

              
	
                CUSIP

              	
                :

              	
                83612G
                  AW 0

                 

              
	
                Class

              	
                :

              	
                R-X

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      Series
        2006-A

      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 of second
        lien,
        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, Litton Loan Servicing LP, 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:
        July __, 2006

       

      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-A

                 

              
	 	
                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]

       

      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      SERIES
        2006-A

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
        (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 sum of (i) the aggregate
        Stated Principal Balance of the Initial Mortgage Loans and the Additional
        Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
        Amounts, 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 November 2035.

       

      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-23

       

      FORM
        OF
        CLASS X-1 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 X-1 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

              	
                :

              	
                X-1

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      Series
        2006-A

      CLASS
        X-1

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting of second
        lien,
        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 Servicers 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, Countrywide Home Loans Servicing LP and GMAC
        Mortgage Corporation, as servicers (the “Servicers”), 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 Servicers 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
        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:
        July__, 2006

       

      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-A

                 

              
	 	
                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 X-1 Certificate]

       

      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      SERIES
        2006-A

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
        (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 Servicers 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 Servicers and the Trustee and any agent of the Depositor,
        the
        Servicers 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 Servicers 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 aggregate Principal
        Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers
        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 Servicers of the Mortgage Loans as described in the Agreement and
        (iv)
        the Distribution Date in November 2035.

       

      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-24

       

      FORM
        OF
        CLASS X-2 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 X-2 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

              	
                :

              	
                62.50%

                 

              
	
                Class

              	
                :

              	
                X-2

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      Series
        2006-A

      CLASS
        X-2

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting of second
        lien,
        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 Servicers 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, Countrywide Home Loans Servicing LP and GMAC
        Mortgage Corporation, as servicers (the “Servicers”), 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 Servicers 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
        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:
        July __, 2006

       

      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-A

                 

              
	 	
                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 X Certificate]

       

      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      SERIES
        2006-A

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
        (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 Servicers 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 Servicers and the Trustee and any agent of the Depositor,
        the
        Servicers 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 Servicers 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 aggregate Principal
        Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers
        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 Servicers of the Mortgage Loans as described in the Agreement and
        (iv)
        the Distribution Date in November 2035.

       

      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-25

       

      FORM
        OF
        CLASS X-2 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 X-2 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.

              	
                :

              	
                2

                 

              
	
                Cut-off
                  Date

              	
                :

              	
                June
                  1, 2006

                 

              
	
                First
                  Distribution Date

              	
                :

              	
                July
                  25, 2006

                 

              
	
                Percentage
                  Interest

              	
                :

              	
                37.50%

                 

              
	
                Class

              	
                :

              	
                X-2

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      Series
        2006-A

      CLASS
        X-2

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting of second
        lien,
        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 Servicers 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, Countrywide Home Loans Servicing LP and GMAC
        Mortgage Corporation, as servicers (the “Servicers”), 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 Servicers 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
        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:
        July __, 2006

       

      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-A

                 

              
	 	
                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 X Certificate]

       

      Soundview
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates,

      SERIES
        2006-A

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
        (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 Servicers 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 Servicers and the Trustee and any agent of the Depositor,
        the
        Servicers 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 Servicers 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 aggregate Principal
        Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers
        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 Servicers of the Mortgage Loans as described in the Agreement and
        (iv)
        the Distribution Date in November 2035.

       

      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

       

      COUNTRYWIDE
        SERVICING PROVISIONS

      
         

        ARTICLE
          I

         

        DEFINITIONS

         

        For
          the
          purposes of this Exhibit B, the following terms have the following
          meanings:

         

        “Condemnation
          Proceeds”:
          All
          awards, compensation and settlements in respect of a taking of all or part
          of a
          Mortgaged Property by exercise of the power of condemnation or the right
          of
          eminent domain.

         

        “Eligible
          Account”: The meaning set forth in the Agreement.

         

        “Late
          Collections”: With respect to any Mortgage Loan, all amounts received during any
          Due Period, whether as late payments of Monthly Payments or as Liquidation
          Proceeds, Condemnation Proceeds, Other Insurance Proceeds, proceeds of
          any REO
          Disposition or otherwise, which represent late payments or collections
          of
          Monthly Payments due but delinquent for a previous Due Period and not previously
          recovered.

         

        “Liquidation
          Proceeds”: Amounts, other than Condemnation Proceeds and Other Insurance
          Proceeds, received by Countrywide Servicing in connection with the liquidation
          of a defaulted Mortgage Loan through trustee’s sale, foreclosure sale or
          otherwise, other than amounts received following the acquisition of an
          REO
          Property pursuant to Section 3.13 of this Exhibit B.

         

        “MERS
          Mortgage Loan”: Any Mortgage Loan registered with MERS on the MERS
          System.

         

        “Monthly
          Advances”: The aggregate of the advances made by Countrywide Servicing on any
          Remittance Date pursuant to Section 3.18 of this Exhibit B.

         

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

         

        “Prepayment
          Interest Shortfall Amount”: With respect to any Mortgage Loan that was subject
          to a Principal Prepayment in full or in part during the portion of the
          related
          Principal Prepayment Period occurring between the first day of the related
          Principal Prepayment Period and the last day of the calendar month preceding
          the
          month in which such Remittance Date occurs, the amount of interest (net
          of the
          related Servicing Fee) that would have accrued on the amount of such Prepayment
          during the period commencing on the date as of which such Principal Prepayment
          was applied to such Mortgage Loan and ending on the last day of the calendar
          month preceding such Remittance Date.

         

        “Principal
          Prepayment Period”: As to any Remittance Date, the period commencing on the 16th
          day in the month preceding the calendar month in which such Remittance
          Date
          occurs and ending on the 15th day of the calendar month in which such Remittance
          Date occurs.

         

        “Remittance
          Date”: The 24th
          day of
          each calendar month or, if such 24th
          day is
          not a Business Day, the immediately preceding Business Day.

         

        “Repurchase
          Price”: With respect to any Mortgage Loan, a price equal to (i) the Stated
          Principal Balance of the Mortgage Loan plus (ii) interest on such Stated
          Principal Balance at the Net Mortgage Rate from the last date through which
          interest has been paid and distributed to the Certificateholders to the
          date of
          repurchase, less amounts received or advanced in respect of such repurchased
          Mortgage Loan which are being held in the Collection Account for distribution
          in
          the month of repurchase plus (iii)
          any
          costs and expenses incurred by Countrywide Servicing or the Trustee in
          respect
          of the breach or defect giving rise to the repurchase obligation including,
          without limitation, any costs and damages incurred by any such party in
          connection with any violation by any such Mortgage Loan of any predatory
          or
          abusive lending law.

         

        “Servicing
          Advance”: All customary, reasonable and necessary “out of pocket” costs and
          expenses incurred in the performance by Countrywide Servicing of its servicing
          obligations, including, but not limited to, the cost of (i) the preservation,
          restoration and protection of the Mortgaged Property, (ii) any enforcement
          or
          judicial proceedings, including foreclosures, (iii) the management and
          liquidation of the REO Property and (iv) compliance with the obligations
          under
          this Agreement.

         

        “Servicing
          Fee”: With respect to each Mortgage Loan, the amount of the annual fee payable
          to Countrywide Servicing, which shall, for a period of one full month,
          be equal
          to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the
          Stated
          Principal Balance of such Mortgage Loan. Such fee shall be payable monthly,
          computed on the basis of the same principal amount and period respecting
          which
          any related interest payment on a Mortgage Loan is computed. The Servicing
          Fee
          is payable solely from, the interest portion of such Monthly Payment collected
          by Countrywide Servicing, or as otherwise provided herein. With respect
          to REO
          Property, the Servicing Fee shall be payable to Countrywide Servicing through
          REO Disposition in accordance with Section 3.13 of this Exhibit B which
          Servicing Fee shall be based upon the Stated Principal Balance of the related
          Mortgage Loan at the time of foreclosure as reduced by any income or proceeds
          received in respect of such REO Property and applied to reduce the outstanding
          principal balance of the foreclosed Mortgage Loan.

         

        All
          other
          capitalized terms used, but not defined above, shall have the meanings
          given to
          them in the Agreement.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          ARTICLE
            II  

           

        

        REPRESENTATIONS,
          WARRANTIES & COVENANTS

         

        
          	Section
                  2.01  	
                  Representations,
                    Warranties & Covenants of Countrywide Servicing.

                


        

         

        Countrywide
          Servicing 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)  Countrywide
          Servicing is duly organized, validly existing and in good standing under
          the
          laws of Texas and is qualified to transact business in and is in good standing
          under the laws of each state where a Mortgaged Property is located or is
          otherwise exempt under applicable law from such qualification or is otherwise
          not required under applicable law to effect such qualification and no demand
          for
          such qualification has been made upon Countrywide Servicing by any state
          having
          jurisdiction and in any event Countrywide Servicing is or will be in compliance
          with the laws of any such state to the extent necessary to insure the
          enforceability of each Countrywide Mortgage Loan and the servicing of
          Countrywide Mortgage Loans in accordance with the terms of this Agreement.
          No
          licenses or approvals obtained by Countrywide Servicing have been suspended
          by
          any court, administrative agency, arbitrator or governmental body and no
          proceedings are pending which might result in such suspension;

         

        (ii)  Countrywide
          Servicing has the full power and authority to execute, deliver and perform,
          and
          to enter into and consummate, all transactions contemplated by this Agreement.
          Countrywide Servicing has duly authorized the execution, delivery and
          performance of this Agreement and has duly executed and delivered this
          Agreement. This Agreement, assuming due authorization, execution and delivery
          by
          the Depositor, GMACM and the Trustee, constitutes a legal, valid and binding
          obligation of Countrywide Servicing, enforceable against it in accordance
          with
          its terms except as the enforceability thereof may be limited by bankruptcy,
          insolvency, or reorganization;

         

        (iii)  Neither
          the execution and delivery of this Agreement, the consummation of the
          transactions contemplated hereby, nor the fulfillment of or compliance
          with the
          terms and conditions of this Agreement, will conflict with or result in
          a breach
          of any of the terms, conditions or provisions of Countrywide Servicing’s
          formation documents or result in a material breach of any legal restriction
          or
          any agreement or instrument to which Countrywide Servicing is now a party
          or by
          which it is bound, or constitute a material default or result in an acceleration
          under any of the foregoing, or result in the violation of any law, rule,
          regulation, order, judgment or decree to which Countrywide Servicing or
          its
          property is subject or impair the ability of the Trustee to realize on
          the
          Mortgage Loans;

         

        (iv)  Countrywide
          Servicing is an approved servicer for either Fannie Mae or Freddie Mac
          in good
          standing and is a mortgagee approved by the Secretary of HUD pursuant to
          Section
          203 and 211 of the National Housing Act.  No event has occurred,
          including but not limited to a change in insurance coverage, which would
          make
          Countrywide Servicing unable to comply with Fannie Mae, Freddie Mac or
          HUD
          eligibility requirements or which would require notification to Fannie
          Mae,
          Freddie Mac or HUD;

         

        (v)  Countrywide
          Servicing 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, investiga-tion or litigation pending or, to
          Countrywide Servicing’s knowledge, threatened, which either in any one instance
          or in the aggregate, if determined adversely to Countrywide Servicing would
          adversely affect the execution, delivery or enforceability of this Agreement,
          the ability of Countrywide Servicing to service the Countrywide Mortgage
          Loans
          hereunder in accordance with the terms hereof, or Countrywide Servicing’s
          ability to perform its obligations under this Agreement;

         

        (vii)  No
          consent, approval, authorization or order of any court or governmental
          agency or
          body is required for the execution, delivery and performance by Countrywide
          Servicing of or compliance by Countrywide Servicing with this Agreement
          or if
          required, such consent, approval, authorization or order has been obtained prior
          to the Closing Date;

         

        (viii)  No
          written statement, report or other document prepared and furnished or to
          be
          prepared and furnished by Countrywide Servicing pursuant to this Agreement
          or in
          connection with the transactions contemplated hereby contains any untrue
          statement of material fact or omits to state a material fact necessary
          to make
          the statements contained therein not misleading; 

         

        (ix)  Countrywide
          Servicing is a member of MERS in good standing, and will comply in all
          material
          respects with the rules and procedures of MERS in connection with the servicing
          of the MERS Mortgage Loans for as long as such Mortgage Loans are registered
          with MERS; and

         

        (x)  Countrywide
          Servicing will not waive any Prepayment Charge unless it is waived in accordance
          with the standard set forth in Section 3.01.

         

        It
          is
          understood and agreed that the representations, warranties and covenants
          set
          forth in this Section 2.01 shall survive delivery of the Mortgage Files
          to the
          Trustee and shall inure to the benefit of the Trustee, the Depositor and
          the
          Certificateholders. Upon discovery by any of the Depositor, either 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 Countrywide Servicing
          and
          the Trustee. Notwithstanding the foregoing, within 90 days of the earlier
          of
          discovery by Countrywide Servicing or receipt of notice by Countrywide
          Servicing
          of the breach of the representation or covenant Countrywide Servicing set
          forth
          in Section 2.01(x) above which materially and adversely affects the interests
          of
          the Holders of the Class P Certificates in any Prepayment Charge, Countrywide
          Servicing 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
          its
          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 Master Agreements respecting a
          breach of
          the representations, warranties and covenants of the Originators.

         

         

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        ARTICLE
          III


        SERVICING
          OF THE MORTGAGE LOANS

         

        
          	Section
                  3.01  	
                  Countrywide
                    Servicing to Act as Servicer.

                


        

         

        Countrywide
          Servicing, as independent contract servicer, shall service and administer
          the
          Mortgage Loans in accordance with this Agreement and the normal and usual
          standards of practice of prudent mortgage lenders, and shall have full
          power and
          authority, acting alone, to do or cause to be done any and all things in
          connection with such servicing and administration which Countrywide Servicing
          may deem necessary or desirable and consistent with the terms of this Agreement;
          provided, however, that Countrywide Servicing shall not knowingly or
          intentionally take any action, or fail to take (or fail to cause to be
          taken)
          any action reasonably within its control and the scope of duties more
          specifically set forth herein, that, under the REMIC Provisions, if taken
          or not
          taken, as the case may be, would cause any REMIC created under this Agreement
          to
          fail to qualify as a REMIC or result in the imposition of a tax upon the
          Trust
          Fund (including but not limited to the tax on prohibited transactions as
          defined
          in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC
          set
          forth in Section 860G(d) of the Code) unless Countrywide Servicing has
          received
          an Opinion of Counsel (but not at the expense of Countrywide Servicing)
          to the
          effect that the contemplated action will not cause any REMIC created under
          this
          Agreement to fail to qualify as a REMIC or result in the imposition of
          a tax
          upon any such REMIC created hereunder.

         

        Consistent
          with the terms of this Exhibit B, Countrywide Servicing may waive, modify
          or
          vary any term of any Mortgage Loan or consent to the postponement of strict
          compliance with any such term or in any manner grant indulgence to any
          Mortgagor
          if in Countrywide Servicing’s reasonable and prudent determination such waiver,
          modification, postponement or indulgence is not materially adverse to the
          Certificateholders; provided, however, that Countrywide Servicing shall
          not
          permit any modification with respect to any Mortgage Loan that would decrease
          the Mortgage Rate, defer or forgive the payment thereof or of any principal
          or
          interest payments, reduce the outstanding principal amount (except for
          actual
          payments of principal), make future advances or extend the final maturity
          date
          on such Mortgage Loan. Promptly after the execution of any modification
          of any
          Mortgage Loan, Countrywide Servicing shall deliver to the Trustee the originals
          of any documents evidencing such modification. Countrywide Servicing may
          permit
          forbearance or allow for suspension of Monthly Payments in either case
          for up to
          one hundred and eighty (180) days if the Mortgagor is in default or Countrywide
          Servicing determines in its reasonable discretion that default is imminent
          and
          if Countrywide Servicing determines that granting such forbearance or suspension
          is in the best interest of the Certificateholders. In the event that any
          such
          modification, forbearance or suspension as permitted above allows the deferral
          of interest or principal payments on any Mortgage Loan, Countrywide Servicing
          shall include in each remittance for any month in which any such principal
          or
          interest payment has been deferred (without giving effect to such modification,
          forbearance or suspension) an amount equal to, as the case may be, such
          month’s
          principal and one (1) month’s interest at the Net Mortgage Rate on the then
          unpaid principal balance of the Mortgage Loan and shall be entitled to
          reimbursement for such advances only to the same extent as for Monthly
          Advances
          made pursuant to Section 3.19. Without limiting the generality of the foregoing,
          Countrywide Servicing shall continue, and is hereby authorized and empowered
          to
          execute and deliver on behalf of itself, and the Trustee, all instruments
          of
          satisfaction or cancellation, or of partial or full release, discharge
          and all
          other comparable instruments, with respect to the Mortgage Loans and with
          respect to the Mortgaged Property. If reasonably required by Countrywide
          Servicing, the Trustee shall furnish Countrywide Servicing with any powers
          of
          attorney and other documents prepared by Countrywide Servicing necessary
          or
          appropriate to enable Countrywide Servicing to carry out its servicing
          and
          administrative duties under this Agreement. The Trustee shall not be liable
          for
          the actions of Countrywide Servicing under such Power of Attorney; provided
          however, Countrywide Servicing shall be able to rely on the authority of
          the
          Power of Attorney.

         

        To
          the
          extent consistent with the foregoing, Countrywide Servicing shall 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 Countrywide Servicing, 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.

         

        In
          servicing and administering the Mortgage Loans, Countrywide Servicing shall
          employ procedures including collection procedures and exercise the same
          care
          that it customarily employs and exercises in servicing and administering
          mortgage loans for its own account giving due consideration to accepted
          mortgage
          servicing practices of prudent lending institutions.

         

        
          	Section
                  3.02  	
                  Collection
                    of Mortgage Loan Payments.

                


        

         

        Continuously
          from the date hereof until the principal and interest on all Mortgage Loans
          is
          paid in full, Countrywide Servicing will proceed diligently to collect
          all
          payments due under each Mortgage Loan when the same shall become due and
          payable
          and shall, to the extent such procedures shall be consistent with this
          Exhibit
          B, follow such collection procedures as it follows with respect to mortgage
          loans comparable to the Mortgage Loans and held for its own account. Further,
          Countrywide Servicing will take special care in ascertaining and estimating
          annual ground rents, taxes, assessments, water rates, fire and hazard insurance
          premiums, mortgage insurance premiums, and all other charges that, as provided
          in the Mortgage, will become due and payable. To that end, Countrywide
          Servicing
          shall ensure that the installments payable by the Mortgagors will be sufficient
          to pay such charges as and when they become due and payable.

         

        
          	Section
                  3.03  	
                  Realization
                    Upon Defaulted Mortgage Loans.

                


        

         

        Countrywide
          Servicing shall use its best efforts, consistent with the procedures that
          Countrywide Servicing would use in servicing loans for its own account,
          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 3.01. Countrywide Servicing shall use its
          best
          efforts to realize upon defaulted Mortgage Loans in such manner as will
          maximize
          the receipt of principal and interest, taking into account, among other
          things,
          the timing of foreclosure proceedings. The foregoing is subject to the
          provisions that, in any case in which Mortgaged Property shall have suffered
          damage, Countrywide Servicing shall not be required to expend its own funds
          toward the restoration of such property in excess of $2,000 unless it shall
          determine in its discretion (i) that such restoration will increase the
          proceeds
          of liquidation of the related Mortgage Loan to the Certificateholders after
          reimbursement to itself for such expenses, and (ii) that such expenses
          will be
          recoverable by Countrywide Servicing through Other Insurance Proceeds or
          Liquidation Proceeds from the related Mortgaged Property, as contemplated
          in
          Section 3.05. Countrywide Servicing shall notify the Trustee in writing
          of the
          commencement of foreclosure proceedings. Such notice may be contained in
          the
          reports prepared by Countrywide Servicing and delivered to the Trustee
          pursuant
          to the terms and conditions of this Agreement. In such connection, Countrywide
          Servicing shall be responsible for all costs and expenses incurred by it
          in any
          such proceedings; provided, however, that it shall be entitled to reimbursement
          thereof from the related property, as contemplated in Section 3.05.

         

        Countrywide
          Servicing, in its sole discretion, shall have the right to purchase for
          its own
          account any Mortgage Loan serviced by it which is ninety-one (91) days
          or more
          delinquent at the Repurchase Price; provided, however that Countrywide
          Servicing
          shall not be entitled to exercise such purchase if the delinquency is caused
          directly or indirectly by an act or omission of Countrywide Servicing which
          would constitute a breach or violation of its obligations hereunder. Any
          such
          purchase by Countrywide Servicing shall be accomplished by deposit in the
          Collection Account the amount of the purchase price stated in the preceding
          sentence, after deducting therefrom any amounts received in respect of
          such
          purchased Mortgage Loan and being held in the Collection Account for future
          distribution.

         

        
          	Section
                  3.04  	
                  Establishment
                    of Collection Account; Deposits in Collection Accounts.

                


        

         

        Countrywide
          Servicing shall segregate and hold all funds collected and received pursuant
          to
          each Mortgage Loan separate and apart from any of its own funds and general
          assets and shall establish and maintain one (1) or more Collection Accounts,
          in
          the form of time deposit or demand accounts which accounts shall be Eligible
          Accounts.

         

        Countrywide
          Servicing shall deposit in the Collection Account within two (2) Business
          Days
          of receipt, and retain therein the following payments and collections received
          or made by it subsequent to the Cut-off Date, or received by it prior to
          the
          Cut-off Date but allocable to a period subsequent thereto, other than in
          respect
          of principal and interest on the Mortgage Loans due on or before the Cut-off
          Date:

         

        (i)  all
          payments on account of principal, including Principal Prepayments, on the
          Mortgage Loans;

         

        (ii)  all
          payments on account of interest on the Mortgage Loans adjusted to the Net
          Mortgage Rate;

         

        (iii)  all
          proceeds from a cash liquidation;

         

        (iv)  all
          Other
          Insurance Proceeds including amounts required to be deposited pursuant
          to
          Sections 11.08, 11.10 and 11.11, other than proceeds to be held in the
          Escrow
          Account and applied to the restoration or repair of the Mortgaged Property
          or
          released to the Mortgagor in accordance with Countrywide Servicing’s normal
          servicing procedures, the loan documents or applicable law;

         

        (v)  all
          Condemnation Proceeds affecting any Mortgaged Property which are not released
          to
          the Mortgagor in accordance with Countrywide Servicing’s normal servicing
          procedures, the Mortgage Loan Documents or applicable law;

         

        (vi)  any
          Monthly Advances;

         

        (vii)  all
          proceeds of any Mortgage Loan repurchased in accordance with Section
          3.03;

         

        (viii)  any
          amounts required to be deposited by Countrywide Servicing pursuant to Section
          3.10 in connection with the deductible clause in any blanket hazard insurance
          policy such deposit shall be made from Countrywide Servicing’s own funds,
          without reimbursement therefor;

         

        (ix)  the
          Prepayment Interest Shortfall Amount, if any, for the month of distribution,
          such deposit shall be made from Countrywide Servicing’s own funds, without
          reimbursement therefor up to a maximum amount per month of the Servicing
          Fee
          actually received for such month for the Mortgage Loans;

         

        (x)  any
          amounts required to be deposited by Countrywide Servicing in connection
          with any
          REO Property pursuant to Section 3.13 of this Exhibit B; and

         

        (xi)  any
          amounts required to be deposited in the Collection Account pursuant to
          Section
          3.01 or 3.22 of this Exhibit B.

         

        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 late payment charges and assumption
          fees
          need not be deposited by Countrywide Servicing in the Collection Account.
          Any
          interest paid on funds deposited in the Collection Account by the depository
          institution shall accrue to the benefit of Countrywide Servicing and Countrywide
          Servicing shall be entitled to retain and withdraw such interest from the
          Collection Account pursuant to Section 3.05(iv). Countrywide Servicing
          shall
          deposit in the Collection Account the amount of any loss of principal incurred
          in respect of any investment made with funds in the Collection immediately
          upon
          realization of such loss.

         

        Countrywide
          Servicing may direct any depository institution maintaining the Collection
          Account to invest the funds on deposit in such accounts. All investments
          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 or if
          such
          investment is managed or advised by the Trustee or any Affiliate. All such
          Permitted Investments shall be held to maturity, unless payable on demand.
          In
          the event amounts on deposit in the Collection 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 Collection Account.

         

        If
          the
          balance on deposit in the Collection Account were to exceeds the insured
          amount
          limits of an FDIC insured account as of the commencement of business on
          any
          Business Day and the Collection Account constitutes an Eligible Account
          solely
          pursuant to clause (ii) of the definition of Eligible Account, Countrywide
          Servicing shall, on or before twelve o’clock noon Eastern time on such Business
          Day, withdraw from the related Collection Account all amounts in excess
          of the
          FDIC insurance limits and deposit such amounts in another account that
          constitutes an Eligible Account pursuant to clause (i) or (ii) of the definition
          of Eligible Account.

         

        
          	Section
                  3.05  	
                  Permitted
                    Withdrawals From the Collection Account.

                


        

         

        Countrywide
          Servicing may, from time to time, withdraw from the Collection Account
          for the
          following purposes:

         

        (i)  to
          make
          remittances to the Trustee in the amounts and in the manner provided for
          in
          Section 3.17 of this Exhibit B;

         

        (ii)  to
          reimburse itself for Monthly Advances, Countrywide Servicing’s right to
          reimburse itself pursuant to this subclause (ii) being limited to amounts
          received on the related Mortgage Loan (or to amounts received on the Mortgage
          Loans as a whole in the event that said Monthly Advance is made due to
          a
          shortfall in a Monthly Payment made by a Mortgagor entitled to relief under
          the
          Relief Act) which represent Late Collections (net of the related Servicing
          Fees)
          respecting which any such Monthly Advance was made it being understood
          that, in
          the case of such reimbursement, Countrywide Servicing’s right thereto shall be
          prior to the rights of the Certificateholders, except that, where Countrywide
          Home Loans, Inc. is required to repurchase a Mortgage Loan, pursuant to
          the
          related Assignment Agreement, Countrywide Servicing’s right to such
          reimbursement shall be subsequent to the payment to the Certificateholders
          of
          the Repurchase Price pursuant to such section and all other amounts required
          to
          be paid to the Certificateholders with respect to such Mortgage Loans;
          provided
          that Countrywide Servicing may reimburse itself from any funds in the Collection
          Account for Monthly Advances which it has determined are nonrecoverable
          advances
          or if all funds with respect to the related Mortgage Loan have previously
          been
          remitted to the Trustee;

         

        (iii)  to
          reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing
          Fees, Countrywide Servicing’s right to reimburse itself pursuant to this
          subclause (iii) with respect to any Mortgage Loan being limited to related
          proceeds (or to amounts received on the Mortgage Loans only in the event
          that
          said Monthly Advance is made due to a shortfall in a Monthly Payment made
          by a
          Mortgagor entitled to relief under the Relief Act) from cash liquidation,
          Liquidation Proceeds, Condemnation Proceeds and Other Insurance Proceeds;
          provided that Countrywide Servicing may reimburse itself from any funds
          in the
          Collection Account for Servicing Advances and Servicing Fees if all funds
          with
          respect to the related Mortgage Loan have previously been remitted to the
          Trustee;

         

        (iv)  to
          pay to
          itself as servicing compensation (a) any interest earned on funds in the
          Collection Account (all such interest to be withdrawn monthly not later
          than
          each Remittance Date), and (b) the Servicing Fees from that portion of
          any
          payment or recovery as to interest with respect to a particular Mortgage
          Loan;

         

        (v)  [reserved];

         

        (vi)  to
          clear
          and terminate the Collection Account upon the termination of this
          Agreement;

         

        (vii)  to
          reimburse itself for any Monthly Advance previously made which Countrywide
          Servicing has determined to be a nonrecoverable Monthly Advance;

         

        (viii)  to
          reimburse itself for any amounts deposited in the Collection Account in
          error;
          and

         

        (ix)  to
          reimburse itself for unreimbursed Servicing Advances to the extent that
          such
          amounts are deemed nonrecoverable by Countrywide Servicing pursuant to
          subclause
          (iii) above.

         

        
          	Section
                  3.06  	
                  Establishment
                    of Escrow Accounts; Deposits in Escrow Accounts.

                


        

         

        Countrywide
          Servicing shall segregate and hold all funds collected and received pursuant
          to
          each Mortgage Loan which constitute Escrow Payments separate and apart
          from any
          of its own funds and general assets and shall establish and maintain one
          (1) or
          more Escrow Accounts which accounts shall be Eligible Accounts, in the
          form of
          time deposit or demand accounts.

         

        Countrywide
          Servicing shall deposit in the Escrow Account within two (2) Business Days
          of
          receipt, and retain therein, (i) all Escrow Payments collected on account
          of the
          Mortgage Loans, for the purpose of effecting timely payment of any such
          items as
          required under the terms of this Agreement, and (ii) all Other Insurance
          Proceeds which are to be applied to the restoration or repair of any Mortgaged
          Property. Countrywide Servicing shall make withdrawals therefrom only to
          effect
          such payments as are required under this Agreement, and for such other
          purposes
          as shall be as set forth or in accordance with Section 3.08. Countrywide
          Servicing shall be entitled to retain any interest paid on funds deposited
          in
          the Escrow Account by the depository institution other than interest on
          escrowed
          funds required by law to be paid to the Mortgagor and, to the extent required
          by
          law, Countrywide Servicing shall pay interest on escrowed funds to the
          Mortgagor
          notwithstanding that the Escrow Account is non-interest bearing or that
          interest
          paid thereon is insufficient for such purposes.

         

        
          	Section
                  3.07  	
                  Permitted
                    Withdrawals From Escrow Account.

                


        

         

        Withdrawals
          from the Escrow Account may be made by Countrywide Servicing (i) to effect
          timely payments of ground rents, taxes, assessments, water rates, mortgage
          insurance premiums and comparable items; (ii) to reimburse Countrywide
          Servicing
          for any Servicing Advance made by Countrywide Servicing with respect to
          a
          related Mortgage Loan but only from amounts received on the related Mortgage
          Loan which represent late payments or collections of Escrow Payments thereunder;
          (iii) to refund to the Mortgagor any funds as may be determined to be overages;
          (iv) for transfer to the Collection Account in accordance with the terms
          of this
          Agreement; (v) for application to restoration or repair of the Mortgaged
          Property, (vi) to pay to Countrywide Servicing, or to the Mortgagors to
          the
          extent required by law, any interest paid on the funds deposited in the
          Escrow
          Account, (vii) to reimburse itself for any amounts deposited in the Escrow
          Account in error, or (viii) to clear and terminate the Escrow Account on
          the
          termination of this Agreement. As part of its servicing duties, Countrywide
          Servicing shall pay to the Mortgagors interest on funds in the Escrow Account,
          to the extent required by law, and to the extent that interest earned on
          funds
          in the Escrow Account is insufficient, shall pay such interest from its
          own
          funds, without any reimbursement therefor.

         

        
          	Section
                  3.08  	
                  Payment
                    of Taxes, Insurance and Other Charges.

                


        

         

        With
          respect to each Mortgage Loan, Countrywide Servicing shall maintain accurate
          records reflecting the status of ground rents, taxes, assessments, water
          rates
          and other charges which are or may become a lien upon the Mortgaged Property
          and
          the status of fire and hazard insurance coverage and shall obtain, from
          time to
          time, all bills for the payment of such charges, including renewal premiums
          and
          shall effect payment thereof prior to the applicable penalty or termination
          date
          and at a time appropriate for securing maximum discounts allowable, employing
          for such purpose deposits of the Mortgagor in the Escrow Account which
          shall
          have been estimated and accumulated by Countrywide Servicing in amounts
          sufficient for such purposes, as allowed under the terms of the Mortgage
          or
          applicable law. To the extent that the Mortgage does not provide for Escrow
          Payments, Countrywide Servicing shall determine that any such payments
          are made
          by the Mortgagor at the time they first become due. Countrywide Servicing
          assumes full responsibility for the timely payment of all such bills and
          shall
          effect timely payments of all such bills irrespective of the Mortgagor’s
          faithful performance in the payment of same or the making of the Escrow
          Payments
          and shall make advances from its own funds to effect such payments.

         

        
          	Section
                  3.09  	
                  Transfer
                    of Accounts.

                


        

         

        Countrywide
          Servicing may transfer the Collection Account or the Escrow Account to
          a
          different depository institution from time to time. Countrywide Servicing
          shall
          promptly notify the Depositor and the Trustee that such transfer has been
          made.
          In any case, the Collection Account and Escrow Account shall be Eligible
          Accounts.

         

        
          	Section
                  3.10  	
                  Maintenance
                    of Hazard Insurance.

                


        

         

        Countrywide
          Servicing shall cause to be maintained for each Mortgage Loan fire and
          hazard
          insurance with extended coverage as is customary in the area where the
          Mortgaged
          Property is located in an amount which is equal to the lesser of (i) the
          maximum
          insurable value of the improvements securing such Mortgage Loan or (ii)
          the
          greater of (a) the unpaid principal balance of the Mortgage Loan, and (b)
          the
          percentage such that the proceeds thereof shall be sufficient to prevent
          the
          Mortgagor and/or the Mortgagee from becoming a co-insurer. If the Mortgaged
          Property is in an area identified on a Flood Hazard Boundary Map or Flood
          Insurance Rate issued by the Flood Emergency Management Agency as having
          special
          flood hazards and such flood insurance has been made available, Countrywide
          Servicing will cause to be maintained a flood insurance policy meeting
          the
          requirements of the current guidelines of the Federal Insurance Administration
          with a generally acceptable insurance carrier, in an amount representing
          coverage not less than the least of (i) the unpaid principal balance of
          the
          Mortgage Loan, (ii) the maximum insurable value of the improvements securing
          such Mortgage Loan or (iii) the maximum amount of insurance which is available
          under the Flood Disaster Protection Act of 1973, as amended. Countrywide
          Servicing shall also maintain on the REO Property, fire and hazard insurance
          with extended coverage in an amount which is at least equal to the maximum
          insurable value of the improvements which are a part of such property,
          liability
          insurance and, to the extent required and available under the Flood Disaster
          Protection Act of 1973, as amended, flood insurance in an amount as provided
          above. Any amounts collected by Countrywide Servicing under any such policies
          other than amounts to be deposited in the Escrow Account and applied to
          the
          restoration or repair of the Mortgaged Property or REO Property, or released
          to
          the Mortgagor in accordance with Countrywide Servicing’s normal servicing
          procedures, shall be deposited in the Collection Account, subject to withdrawal
          pursuant to Section 3.05. It is understood and agreed that no earthquake
          or
          other additional insurance need be required by Countrywide Servicing or
          the
          Mortgagor or maintained on property acquired in respect of the Mortgage
          Loan,
          other than pursuant to such applicable laws and regulations as shall at
          any time
          be in force and as shall require such additional insurance. All such policies
          shall be endorsed with standard mortgagee clauses with loss payable to
          Countrywide Servicing and shall provide for at least thirty days prior
          written
          notice of any cancellation, reduction in the amount or material change
          in
          coverage to Countrywide Servicing. Countrywide Servicing shall not interfere
          with the Mortgagor’s freedom of choice in selecting either his insurance carrier
          or agent, provided, however, that Countrywide Servicing shall not accept
          any
          such insurance policies from insurance companies unless such companies
          currently
          reflect a General Policy Rating of B:VI or better in Best’s Key Rating Guide and
          are licensed to do business in the state wherein the property subject to
          the
          policy is located.

         

        
          	Section
                  3.11  	
                  Maintenance
                    of Mortgage Impairment Insurance Policy.

                


        

         

        In
          the
          event that Countrywide Servicing shall obtain and maintain a blanket policy
          issued by an issuer that has a Best rating of A+:XV insuring against hazard
          losses on all of the Mortgage Loans, then, to the extent such policy provides
          coverage in an amount equal to the amount required pursuant to Section
          3.10 and
          otherwise complies with all other requirements of Section 3.10, it shall
          conclusively be deemed to have satisfied its obligations as set forth in
          Section
          3.10, it being understood and agreed that such policy may contain a deductible
          clause, in which case Countrywide Servicing shall, in the event that there
          shall
          not have been maintained on the related Mortgaged Property or REO Property
          a
          policy complying with Section 3.10, and there shall have been a loss which
          would
          have been covered by such policy, deposit in the Collection Account 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,
          Countrywide Servicing agrees to prepare and present, on behalf of the Trustee,
          claims under any such blanket policy in a timely fashion in accordance
          with the
          terms of such policy. Upon request of the Trustee, Countrywide Servicing
          shall
          cause to be delivered to the Trustee a certified true copy of such policy
          and
          shall use its best efforts to obtain a statement from the insurer thereunder
          that such policy shall in no event be terminated or materially modified
          without
          thirty (30) days’ prior written notice to the Trustee.

         

        
          	Section
                  3.12  	
                  Fidelity
                    Bond; Errors and Omissions Insurance.

                


        

         

        Countrywide
          Servicing shall maintain, at its own expense, a blanket fidelity bond (a
          “Fidelity Bond”) and an errors and omissions insurance policy, with broad
          coverage with responsible companies on all officers, employees or other
          persons
          acting in any capacity with regard to the Mortgage Loan in handling funds,
          money, documents and papers relating to the Mortgage Loan. The Fidelity
          Bond and
          errors and omissions insurance shall be in the form of the Mortgage Banker’s
          Blanket Bond and shall protect and insure Countrywide Servicing against
          losses,
          including forgery, theft, embezzlement, fraud, errors and omissions and
          negligent acts of such persons. Such Fidelity Bond shall also protect and
          insure
          Countrywide Servicing against losses in connection with the failure to
          maintain
          any insurance policies required pursuant to this Agreement and the release
          or
          satisfaction of a Mortgage Loan without having obtained payment in full
          of the
          indebtedness secured thereby. No provision of this Section 3.12 requiring
          the
          Fidelity Bond and errors and omissions insurance shall diminish or relieve
          Countrywide Servicing from its duties and obligations as set forth in this
          Exhibit B. The minimum coverage under any such Fidelity Bond and insurance
          policy shall be at least equal to the corresponding amounts required by
          Fannie
          Mae in the Fannie Mae Selling Guide or by Freddie Mac in the Freddie Mac
          Sellers’ and Servicers’ Guide. Upon request of the Trustee, Countrywide
          Servicing shall cause to be delivered to the Trustee a certified true copy
          of
          the Fidelity Bond and insurance policy and shall use its best efforts to
          obtain
          a statement from the surety and the insurer that such Fidelity Bond or
          insurance
          policy shall in no event be terminated or materially modified without thirty
          (30) days’ prior written notice to the Trustee. Countrywide Servicing shall
          notify the Purchaser within five (5) business days of receipt of notice
          that
          such Fidelity Bond or insurance policy will be, or has been, materially
          modified
          or terminated.

         

        
          	Section
                  3.13  	
                  Title,
                    Management and Disposition of REO Property.

                


        

         

        In
          the
          event that title to the Mortgaged Property is acquired in foreclosure or
          by deed
          in lieu of foreclosure, the deed or certificate of sale shall be taken
          in the
          name of the Trustee, in trust for the benefit of the Certificateholders,
          or in
          the event the Trustee or Countrywide Servicing is not authorized or permitted
          to
          hold title to real property in the state where the REO Property is located,
          or
          would be adversely affected under the “doing business” or tax laws of such state
          by so holding title, the deed or certificate of sale shall be taken in
          the name
          of such Person or Persons as shall be consistent with an Opinion of Counsel
          obtained by Countrywide Servicing from an attorney duly licensed to practice
          law
          in the state where to REO Property is located. Any Person or Persons holding
          such title other than the Purchaser shall acknowledge in writing that such
          title
          is being held as nominee for the benefit of the Purchaser.

         

        Countrywide
          Servicing shall either itself or through an agent selected by Countrywide
          Servicing, manage, conserve, protect and operate each REO Property in the
          same
          manner that it manages, conserves, protects and operates other foreclosed
          property for its own account, and in the same manner that similar property
          in
          the same locality as the REO Property is managed. Countrywide Servicing
          shall
          cause each REO Property to be inspected promptly upon the acquisition of
          title
          thereto and shall cause each REO Property to be inspected at least annually
          thereafter or more frequently as required by the circumstances. Countrywide
          Servicing shall make or cause to be made a written report of each such
          inspection. Such reports shall be retained in the Servicing File and copies
          thereof shall be forwarded by Countrywide Servicing to the Trustee within
          five
          (5) Business Days of the Trustee’s request therefor. Countrywide Servicing shall
          attempt to sell the same (and may temporarily rent the same) on such terms
          and
          conditions as Countrywide Servicing deems to be in the best interest of
          the
          Certificateholders. With respect to each REO Property, Countrywide Servicing
          shall segregate and hold all funds collected and received in connection
          with the
          operation of the REO Property separate and apart from its own funds or
          general
          assets and shall establish and maintain an REO Account for the REO Properties
          in
          the form of a non-interest bearing demand account which shall be an Eligible
          Account, unless an Opinion of Counsel is obtained by Countrywide Servicing
          to
          the effect that the classification as a grantor trust for federal income
          tax
          purposes of the arrangement under which the Mortgage Loans and the REO
          Properties is held will not be adversely affected by holding such funds
          in
          another manner. Countrywide Servicing shall deposit or cause to be deposited,
          on
          a daily basis in the REO Account all revenues received with respect to
          the REO
          Properties and shall withdraw therefrom funds necessary for the proper
          operation, management and maintenance of the REO Properties, including
          (i) the
          cost of maintaining any hazard insurance pursuant to Section 3.10 hereof
          and
          (ii) either (A) the fees of any managing agent acting on behalf of Countrywide
          Servicing or (B) in the event that Countrywide Servicing is managing the
          REO
          Property, the related Servicing Fee. Countrywide Servicing shall not be
          entitled
          to retain interest paid or other earnings, if any, on funds deposited in
          the REO
          Account. On or before each Determination Date, Countrywide Servicing shall
          withdraw from the REO Account and deposit into the Collection Account the
          net
          income from the REO Properties on deposit in the REO Account.

         

        Countrywide
          Servicing shall furnish to the Trustee (in accordance with Section 3.18
          of this
          Exhibit B), an operating statement for each REO Property covering the operation
          of each REO Property for the previous month. Such operating statement shall
          be
          accompanied by such other information as the Trustee shall reasonably
          request.

         

        Countrywide
          Servicing shall use its best efforts to dispose of the REO Property as
          soon as
          possible and shall sell such REO Property in any event within one (1) year
          after
          title to such REO Property has been obtained, unless Countrywide Servicing
          determines, and gives an appropriate notice to the Trustee, that a longer
          period
          is necessary for the orderly liquidation of such REO Property; provided,
          however, Countrywide Servicing 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 REMIC 1 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 Countrywide Servicing shall have delivered to the Trustee
          an
          Opinion of Counsel, addressed to the Trustee 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. If a period
          longer than one (1) year is permitted under this Agreement and is necessary
          to
          sell any REO Property, Countrywide Servicing shall report monthly to the
          Trustee
          as to the progress being made in selling such REO Property.

         

        Each
          REO
          Disposition shall be carried out by Countrywide Servicing at such price
          and upon
          such terms and conditions as Countrywide Servicing deems to be in the best
          interest of the Certificateholders. If as of the date title to any REO
          Property
          was acquired by Countrywide Servicing there were outstanding unreimbursed
          Servicing Advances, Monthly Advances or Servicing Fees with respect to
          the REO
          Property or the related Mortgage Loan, Countrywide Servicing, upon an REO
          Disposition of such REO Property, shall be entitled to reimbursement for
          any
          related unreimbursed Servicing Advances, Monthly Advances and Servicing
          Fees
          from proceeds received in connection with such REO Disposition. The proceeds
          from the REO Disposition, net of any payment to Countrywide Servicing as
          provided above, shall be deposited in the REO Account and shall be transferred
          to the Collection Account on the Determination Date in the month following
          receipt thereof for distribution on the succeeding Remittance Date in accordance
          with Section 3.17.

         

        With
          respect to each REO Property, Countrywide Servicing shall segregate and
          hold all
          funds collected and received in connection with the operation of the REO
          Property separate and apart from its own funds or general assets and shall
          maintain separate records and reports with respect to the funds received
          and
          distributed on an REO Property by REO Property basis.

         

        
          	Section
                  3.14  	
                  Reserved.

                


        

         

        
          	Section
                  3.15  	
                  MERS
                    Registration.

                


        

         

        Countrywide
          Servicing is authorized and empowered by the Trustee, in its own name,
          when
          Countrywide Servicing believes it 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 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.

         

        
          	Section
                  3.16  	
                  Remittances.

                


        

         

        On
          each
          Remittance Date, Countrywide Servicing shall remit to the Trustee (i) all
          amounts credited to the Collection Account as of the close of business
          on the
          preceding Determination Date, net of charges against or withdrawals from
          the
          Collection Account pursuant to Section 3.05 of this Exhibit B, plus (ii)
          all
          Monthly Advances, if any, which Countrywide Servicing is obligated to remit
          pursuant to Section 3.19 of this Exhibit B, minus (iii) any amounts attributable
          to Principal Prepayments received after the Principal Prepayment Period,
          and
          (iv) any amounts attributable to Monthly Payments collected but due on
          a Due
          Date or Dates subsequent to the preceding Determination Date. It is understood
          that, by operation of Section 3.04, the remittance on the initial Remittance
          Date is to include principal collected after the Cut-off Date through the
          preceding Determination Date plus interest, adjusted to the Net Mortgage
          Rate
          collected through such Determination Date exclusive of any portion thereof
          allocable to the period prior to the Cut-off Date, with the adjustments
          specified in (ii), (iii) and (iv) above.

         

        With
          respect to any remittance received by the Trustee after the second Business
          Day
          on which such payment was due, Countrywide Servicing shall pay to the Trustee
          interest on any such late payment at an annual rate equal to the rate of
          interest as is publicly announced from time to time at its principal office
          by
          JPMorgan Chase, New York, New York, as its prime lending rate, adjusted
          as of
          the date of each change, plus one percentage point, but in no event greater
          than
          the maximum amount permitted by applicable law. Such interest shall be
          paid by
          Countrywide Servicing to the Trustee on the date such late payment is made
          and
          shall cover the period commencing with the day following such second Business
          Day and ending with the Business Day on which such payment is made, both
          inclusive. Such interest shall be remitted along with such late payment.
          The
          payment by Countrywide Servicing of any such interest shall not be deemed
          an
          extension of time for payment or a waiver of any Event of Default by Countrywide
          Servicing.

         

        
          	Section
                  3.17  	
                  Statements
                    to the Trustee.

                


        

         

        By
          the
          third Business Day following each Determination Date, Countrywide Servicing
          shall deliver or cause to be delivered to the Trustee by telecopy or electronic
          mail (or by such other means as Countrywide Servicing and the Trustee may
          agree
          from time to time) a Remittance Report with respect to the related Distribution
          Date, which Remittance Reports the Trustee shall use in preparing the statement
          pursuant to Section 4.03 of
          the
          Pooling and Servicing Agreement.
          No
          later than the third Business Day following each Determination Date, Countrywide
          Servicing 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 of the Pooling and Servicing
          Agreement and to prepare the statements to Certificateholders contemplated
          by
          Section 4.03 of the Pooling and Servicing Agreement.

         

        
          	Section
                  3.18  	
                  Monthly
                    Advances by Countrywide Servicing.

                


        

         

        Not
          later
          than the close of business on the Business Day preceding each Remittance
          Date,
          Countrywide Servicing shall deposit in the Collection Account an amount
          equal to
          all payments not previously advanced by Countrywide Servicing, whether
          or not
          deferred pursuant to Section 3.01 of this Exhibit B, of principal (due
          after the
          Cut-off Date) and interest not allocable to the period prior to the Cut-off
          Date, adjusted to the Net Mortgage Rate, which were due on a Mortgage Loan
          and
          delinquent at the close of business on the related Determination
          Date.

         

        Countrywide
          Servicing’s obligation to make such advances as to any Mortgage Loan will
          continue through the earliest of: (i) the last Monthly Payment due prior
          to the
          payment in full of the Mortgage Loan, (ii) the Remittance Date prior to
          the
          Remittance Date for the distribution of any Liquidation Proceeds, Other
          Insurance Proceeds or Condemnation Proceeds which, in the case of Other
          Insurance Proceeds and Condemnation Proceeds, satisfy in full the indebtedness
          of such Mortgage Loan, and (iii) the Remittance Date prior to the date
          on which
          cash is received in connection with the liquidation of REO Property. In
          no event
          shall Countrywide Servicing be obligated to make an advance under this
          Section
          3.18 if at the time of such advance it deems such advance to be nonrecoverable.
          If Countrywide Servicing determines that an advance is nonrecoverable,
          Countrywide Servicing shall deliver to the Trustee an Officer’s Certificate of
          Countrywide Servicing to the effect that an officer of Countrywide Servicing
          has
          reviewed the related Mortgage File and has made the reasonable determination
          that any previous and any additional advances are nonrecoverable. 

         

        
          	Section
                  3.19  	
                  Real
                    Estate Owned Reports.

                


        

         

        Together
          with the statement furnished pursuant to Section 3.18 of this Exhibit B,
          with
          respect to any REO Property, Countrywide Servicing shall furnish to the
          Trustee
          on request a statement covering Countrywide Servicing’s efforts in connection
          with the sale of such REO Property and any rental of such REO Property
          incidental to the sale thereof for the previous month, together with an
          operating statement free of cost. Such statement shall be accompanied by
          such
          additional information as the Trustee shall reasonably request. The cost
          of
          producing such additional information shall be borne by the Trust Fund
          as a
          Servicing Advance.

         

        
          	Section
                  3.20  	
                  Liquidation
                    Reports.

                


        

         

        Upon
          the
          foreclosure sale of any Mortgaged Property or the acquisition thereof by
          the
          Trustee pursuant to a deed-in-lieu of foreclosure, Countrywide Servicing
          shall
          submit to the Trustee a liquidation report with respect to such Mortgaged
          Property which report may be included with any other reports prepared by
          Countrywide Servicing and delivered to Trustee pursuant to the terms and
          conditions of this Exhibit B. 

         

        
          	Section
                  3.21  	
                  Assumption
                    Agreements.

                


        

         

        Countrywide
          Servicing will, to the extent it has knowledge of any conveyance or prospective
          conveyance by any Mortgagor of the Mortgaged Property (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 any “due-on-sale”
clause to the extent permitted by law; provided, however, that Countrywide
          Servicing shall not exercise any such rights if prohibited by law or the
          terms
          of the Mortgage Note from doing so. If Countrywide Servicing reasonably
          believes
          it is unable under applicable law to enforce such “due-on-sale” clause,
          Countrywide Servicing will enter into an assumption agreement with the
          person to
          whom the Mortgaged 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.
          Where an assumption is allowed pursuant to this Section 3.22, Countrywide
          Servicing is authorized to enter into a substitution of liability agreement
          with
          the person to whom the Mortgaged Property has been conveyed or is proposed
          to be
          conveyed pursuant to which the original mortgagor is released from liability
          and
          such Person is substituted as Mortgagor and becomes liable under the related
          Mortgage Note. Any such substitution of liability agreement shall be in
          lieu of
          an assumption agreement.

         

        In
          connection with any such assumption or substitution of liability, Countrywide
          Servicing shall follow the underwriting practices and procedures employed
          by
          Countrywide Servicing for similar mortgage loans originated in accordance
          with
          its underwriting guidelines and serviced by Countrywide Servicing for its
          own
          account. With respect to an assumption or substitution of liability, the
          Mortgage Rate borne by the related Mortgage Note, the term of the Mortgage
          Loan
          and the outstanding Stated Principal Balance of the Mortgage Loan shall
          not be
          changed. Countrywide Servicing shall notify the Trustee that any such
          substitution of liability or assumption agreement has been completed by
          forwarding to the Trustee or its designee the original of any such substitution
          of liability 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. Any fee collected by Countrywide Servicing
          for
          entering into an assumption or substitution of liability agreement in excess
          of
          1% of the unpaid Stated Principal Balance of the Mortgage Loan shall be
          deposited in the Collection Account pursuant to Section 3.04.

         

        Notwithstanding
          the foregoing paragraphs of this Section or any other provision of this
          Agreement, Countrywide Servicing 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 any assumption which Countrywide
          Servicing may be restricted by law from preventing, for any reason whatsoever.
          For purposes of this Section 3.22, 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
                  3.22  	
                  Satisfaction
                    of Mortgages and Release of Mortgage Files.

                


        

         

        Upon
          the
          payment in full of any Mortgage Loan, or the receipt by Countrywide Servicing
          of
          a notification that payment in full will be escrowed in a manner customary
          for
          such purposes, Countrywide Servicing will immediately notify the Trustee
          by a
          certification (in the form of Exhibit E), 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 3.04 have been or will be so deposited,
          of a Servicing Officer and shall request delivery to it of the portion
          of the
          Mortgage File held by the Trustee. Upon receipt of such certification and
          request, the Trustee shall within five (5) Business Days release the related
          Mortgage File to Countrywide Servicing, at the expense of the Seller if
          not
          otherwise paid by the custodian; provided however, in no event will the
          Trustee
          be responsible for such expense and Countrywide Servicing shall prepare
          and
          process any satisfaction or release. With respect to any MERS Mortgage
          Loan,
          Countrywide Servicing is authorized to cause the removal from the registration
          on the MERS System of such Mortgage and to execute and deliver, on behalf
          of the
          Trustee, any and all instruments of satisfaction or cancellation or of
          partial
          or full release. No expense incurred in connection with any instrument
          of
          satisfaction or deed of reconveyance shall be chargeable to the Collection
          Account.

         

        In
          the
          event Countrywide Servicing satisfies or releases a Mortgage without having
          obtained payment in full of the indebtedness secured by the Mortgage or
          should
          it otherwise prejudice any right the Trustee may have under the mortgage
          instruments, Countrywide Servicing, upon written demand, shall remit to
          the
          Trustee the then unpaid Stated Principal Balance of the related Mortgage
          Loan by
          deposit thereof in the Collection Account. Countrywide Servicing shall
          maintain
          the Fidelity Bond insuring Countrywide Servicing against any loss it may
          sustain
          with respect to any Mortgage Loan not satisfied in accordance with the
          procedures set forth herein.

         

        From
          time
          to time and as appropriate for the service or foreclosure of the Mortgage
          Loan,
          the Trustee shall, upon request of Countrywide Servicing and delivery to
          the
          Trustee of a servicing receipt, signed by a Servicing Officer (in the form
          of
          Exhibit E), release or cause to be released, at the expense of the Seller
          if not
          otherwise paid by the custodian; provided however, in no event will the
          Trustee
          be responsible for such expense, the portion of the Mortgage File held
          by the
          Trustee or its designee to Countrywide Servicing. Such servicing receipt
          shall
          obligate Countrywide Servicing to return the related Mortgage documents
          to the
          Trustee when the need therefor by Countrywide Servicing 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 Countrywide Servicing
          has
          delivered to the Trustee a certificate of a Servicing Officer (in the form
          of
          Exhibit E) certifying as to 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 certificate of a Servicing Officer stating
          that such
          Mortgage Loan was liquidated, the servicing receipt shall be released by
          the
          Trustee to Countrywide Servicing.

         

        
          	Section
                  3.23  	
                  Servicing
                    Compensation.

                


        

         

        As
          compensation for its services hereunder, Countrywide Servicing shall be
          entitled
          to withdraw from the Collection Account or to retain from interest payments
          on
          the Mortgage Loans the amounts provided for as Countrywide Servicing’s Servicing
          Fees. Additional servicing compensation in the form of assumption fees,
          as
          provided in Section 3.22, and late payment charges or otherwise shall be
          retained by Countrywide Servicing to the extent not required to be deposited
          in
          the Collection Account. Countrywide Servicing shall be required to pay
          all
          expenses incurred by it in connection with its servicing activities hereunder
          and shall not be entitled to reimbursement therefor except as specifically
          provided for.

         

        
          	Section
                  3.24  	
                  Statement
                    as to Compliance.

                


        

         

        (a)  Countrywide
          Servicing will deliver to the Trustee and the Depositor not later than
          March
          15th
          of each
          calendar year, commencing in 2007, an Officers’ Certificate stating, as to each
          signatory thereof, that (i) a review of the activities of Countrywide Servicing
          during the preceding calendar year and of performance under this Agreement
          has
          been made under such officers’ supervision and (ii) to the best of such
          officers’ knowledge, based on such review, Countrywide Servicing has fulfilled
          all of its obligations under this Agreement throughout such calendar year,
          or,
          if there has been a default in the fulfillment of any such obligation,
          specifying each such default known to such officer and the nature and status
          thereof. In addition to the foregoing, Countrywide Servicing will, to the
          extent
          reasonable, give any other servicing information required by the Securities
          and
          Exchange Commission pursuant to applicable law.

         

        (b)  Countrywide
          Servicing shall sign a certification (in the form attached hereto as Exhibit
          N-3
          to the Pooling and Servicing Agreement) for the benefit of the Depositor
          and its
          officers, directors and Affiliates (the “Servicer Certification”). The Servicer
          Certification shall be delivered to the Depositor no later than March
          15th
          or if
          such day is not a Business Day, the preceding Business Day, each year (subject
          to Section 3.22(b)(v) of the Pooling and Servicing Agreement).

         

        (c)  Countrywide
          Servicing shall indemnify and hold harmless the Depositor, the Trustee
          and their
          respective officers, directors, agents and affiliates, and such affiliates’
officers, directors and agents (any such person, an “Indemnified Party”) from
          and against any losses, damages, penalties, fines, forfeitures, reasonable
          legal
          fees and related costs, judgments and other costs and expenses arising
          out of or
          based upon a breach by Countrywide Servicing or any of its officers, directors,
          agents or affiliates of its obligations under this Section 3.24 or Section
          3.25
          of this Exhibit B, or the bad faith or willful misconduct of Countrywide
          Servicing in connection therewith; provided, however, that Countrywide
          Servicing
          shall not be obligated to indemnify or hold harmless any Indemnified Party
          from
          or against any losses, damages, penalties, fines, forfeitures, reasonable
          legal
          fees and related costs, judgments and other costs and expenses arising
          out of or
          based upon the negligence, bad faith or willful misconduct of such Indemnified
          Party. If the indemnification provided for herein is unavailable or insufficient
          to hold harmless any Indemnified Party, then Countrywide Servicing agrees
          that
          it shall contribute to the amount paid or payable by the Indemnified Party
          as a
          result of the losses, claims, damages or liabilities of the Indemnified
          Party in
          such proportion as is appropriate to reflect the relative fault of the
          Indemnified Party on the one hand and Countrywide Servicing in the other
          in
          connection with a breach of Countrywide Servicing’s obligations under this
          Section 3.24 or Section 3.25 or Countrywide Servicing’s negligence, bad faith or
          willful misconduct in connection therewith.

         

        
          	Section
                  3.25  	
                  Independent
                    Public Accountants’ Servicing Report.

                


        

         

        Not
          later
          than March 15th
          of each
          calendar year, commencing in 2007, Countrywide Servicing, at its expense,
          shall
          cause a nationally recognized firm of independent certified public accountants
          to furnish to Countrywide Servicing a report stating that (i) it has obtained
          a
          letter of representation regarding certain matters from the management
          of
          Countrywide Servicing which includes an assertion that Countrywide Servicing
          has
          complied with certain minimum residential mortgage loan servicing standards,
          identified in the Uniform Single Attestation Program for Mortgage Bankers
          established by the Mortgage Bankers Association of America, with respect
          to the
          servicing of residential mortgage loans during the most recently completed
          calendar year and (ii) on the basis of an examination conducted by such
          firm in
          accordance with standards established by the American Institute of Certified
          Public Accountants, such representation is fairly stated in all material
          respects, subject to such exceptions and other qualifications that may
          be
          appropriate. Copies of such statement shall be provided by the Trustee
          to any
          Certificateholder upon request at the expense of the requesting party,
          provided
          that such statement is delivered by the Servicer to the Trustee.

         

        
          	Section
                  3.26  	
                  Reports
                    and Returns to be Filed by Countrywide Servicing.

                


        

         

        Countrywide
          Servicing shall file the requisite form 1099 with respect to the receipt
          of
          mortgage interest received in a trade or business, reports of foreclosures
          and
          abandonments of any Mortgaged Property and information returns relating
          to the
          cancellation of indebtedness income with respect to any Mortgaged Property
          as
          required by the Code. 

         

        
          	Section
                  3.27  	
                  Trustee’s
                    Right to Examine Countrywide Servicing Records.

                


        

         

        The
          Trustee shall have the right to examine and audit upon reasonable notice
          to
          Countrywide Servicing, during business hours or at such other times as
          might be
          reasonable under applicable circumstances, any and all of the books, records,
          documentation or other information of Countrywide Servicing, or held by
          another
          for Countrywide Servicing or on its behalf or otherwise, which relates
          to the
          performance or observance by Countrywide Servicing of the terms, covenants
          or
          conditions of this Agreement.

         

        Countrywide
          Servicing shall provide to the Trustee and any supervisory agents or examiners
          representing a state or federal governmental agency having jurisdiction
          over any
          Certificateholder, including but not limited to the Office of Thrift
          Supervision, FDIC and other similar entities, access to any documentation
          regarding the Mortgage Loans in the possession of Countrywide Servicing
          which
          may be required by any applicable regulations. Such access shall be afforded
          without charge, upon reasonable request, during normal business hours and
          at the
          offices of Countrywide Servicing, and in accordance with the federal government,
          FDIC, Office of Thrift Supervision, or any other similar
          regulations.

         

        
          	Section
                  3.28  	
                  Solicitations

                


        

         

        From
          and
          after the Closing Date, Countrywide Servicing hereby agrees that it will
          not
          take any action or permit or cause any action to be taken by any of its
          agents
          or affiliates, or by any independent contractors or independent mortgage
          brokerage companies on Countrywide Servicing’s behalf, to personally, by
          telephone or mail, solicit the Mortgagor under any Countrywide Mortgage
          Loan for
          the purpose of refinancing such Countrywide Mortgage Loan; provided, that
          Countrywide Servicing may solicit any Mortgagor for whom it or its affiliates
          have received a request for verification of mortgage, a request for demand
          for
          payoff, a Mortgagor-initiated written or verbal communication indicating
          a
          desire to prepay the related Countrywide Mortgage Loan, or the Mortgagor
          initiates a title search, provided further, it is understood and agreed
          that
          promotions undertaken by Countrywide Servicing or any of its affiliates
          which
          (i) concern optional insurance products or other additional products or
          (ii) are
          directed to the general public at large, including, without limitation,
          mass
          mailings based on commercially acquired mailing lists, newspaper, radio
          and
          television advertisements shall not constitute solicitation nor is Countrywide
          Servicing prohibited from responding to unsolicited requests or inquiries
          made
          by a Mortgagor or an agent of a Mortgagor. Notwithstanding the foregoing,
          the
          following solicitations, if undertaken by the Countrywide Servicing or
          any
          affiliate of Countrywide Servicing, shall not be prohibited: (i) solicitations
          that are directed to the general public at large, including, without limitation,
          mass mailings based on commercially acquired mailing lists and newspaper,
          radio,
          television and other mass media advertisements and (ii) borrower messages
          included on, and statement inserts provided with, the monthly statements
          sent to
          mortgagors; provided, however, that similar messages and inserts are sent
          to the
          borrowers of other mortgage loans serviced by Countrywide Servicing or
          any
          affiliate of the Countrywide Servicing.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE
          IV  

         

        COUNTRYWIDE
          SERVICING

         

        
          	Section
                  4.01  	
                  Liability
                    of Countrywide Servicing.

                


        

         

        Countrywide
          Servicing shall be liable in accordance herewith only to the extent of
          the
          obligations specifically imposed upon and undertaken by Countrywide Servicing
          herein.

         

        
          	Section
                  4.02  	
                  Merger
                    or Consolidation of, or Assumption of the Obligations of, Countrywide
                    Servicing.

                


        

         

        Any
          entity into which Countrywide Servicing may be merged or consolidated,
          or any
          entity resulting from any merger, conversion or consolidation to which
          Countrywide Servicing shall be a party, or any corporation succeeding to
          the
          business of Countrywide Servicing, shall be the successor of Countrywide
          Servicing 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 a successor Servicer shall satisfy
          all
          the requirements of Section 7.02 of the Pooling and Servicing Agreement
          with
          respect to the qualifications of a successor Servicer.

         

        
          	Section
                  4.03  	
                  Limitation
                    on Liability of Countrywide Servicing.

                


        

         

        Neither
          Countrywide Servicing nor any of the officers, employees or agents of
          Countrywide Servicing shall be under any liability to the Trust Fund for
          any
          action taken or for refraining from the taking of any action in good faith
          pursuant to this Agreement, or for errors in judgment; provided, however,
          that
          this provision shall not protect Countrywide Servicing or any such person
          against any breach of warranties or representations made herein, or failure
          to
          perform its obligations in compliance with any standard of care set forth
          in
          this Agreement, or any liability which would otherwise be imposed by reason
          of
          any breach of the terms and conditions of this Agreement. Countrywide Servicing
          and any officer, employee or agent of Countrywide Servicing 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.
          Notwithstanding anything to the contrary contained in this Exhibit B, unless
          one
          or more events as set forth in Section 2.01 of the Agreement shall occur,
          the
          Assignments of Mortgage shall not be recorded with the recording office.
          To the
          extent the Seller records with the recording office as permitted herein
          an
          Assignment as set forth in Section 2.01 of the Agreement which designates
          the
          Trustee as the holder of record of the Mortgage, the Trustee agrees that
          it
          shall (i) provide Countrywide Servicing with notice, as soon as practicable,
          of
          any action of which a Responsible Officer of the Trustee receives written
          notice
          with respect to the Mortgage or the related Mortgaged Property; and (ii)
          within
          5 Business Days upon receipt of such document and any other document or
          certification reasonably required by the Trustee, sign and return any document
          reasonably requested by Countrywide Servicing to comply with its servicing
          obligations, including without limitation, any instrument required to release
          the Mortgage upon payment in full of the obligation or take any other action
          reasonably required by Countrywide Servicing. The Trustee further agrees
          that
          Countrywide Servicing shall have no liability for the Trustee’s failure to
          comply with the subsections (i) or (ii) in the foregoing sentence. Countrywide
          Servicing shall not be under any obligation to appear in, prosecute or
          defend
          any legal action which is not incidental to its duties to service the
          Countrywide Mortgage Loans in accordance with this Agreement and which
          in its
          opinion may involve it in any expenses or liability; provided, however,
          that
          Countrywide Servicing may, with the consent of the Depositor, undertake
          any such
          action which it may deem necessary or desirable in respect to this Agreement
          and
          the rights and duties of the parties hereto. In such event, the legal expenses
          and costs of such action and any liability resulting therefrom shall be
          expenses, costs and liabilities for which the Trust Fund will be liable,
          Countrywide Servicing shall be entitled to be reimbursed therefor from
          its
          Collection Account.

         

        The
          Trust
          shall indemnify Countrywide Servicing and hold it harmless against any
          and all
          claims, losses, damages, penalties, fines, forfeitures, reasonable and
          necessary
          legal fees and related costs, judgments, and any other costs, fees and
          expenses
          that Countrywide Servicing may sustain in any way related to actions or
          inactions of Countrywide Servicing which were taken or omitted upon the
          instruction or direction of any party to the Agreement, on behalf of the
          Trust.

         

        
          	Section
                  4.04  	
                  Countrywide
                    Servicing Not to Resign.

                


        

         

        Countrywide
          Servicing shall not assign this Agreement or resign from the obligations
          and
          duties hereby imposed on it except by mutual consent of Countrywide Servicing
          and the Depositor or upon the determination that its duties hereunder are
          no
          longer permissible under applicable law and such incapacity cannot be cured
          by
          Countrywide Servicing or if Countrywide Servicing assigns its rights and
          obligations with respect to the servicing of the Countrywide Mortgage Loans
          pursuant to Section 4.05 of this Exhibit B. Any such determination permitting
          the resignation of Countrywide Servicing shall be evidenced by an Opinion
          of
          Counsel to such effect delivered to the Depositor and the Trustee which
          Opinion
          of Counsel shall be in form and substance acceptable to the Trustee. No
          such
          resignation shall become effective until a successor shall have assumed
          the
          Countrywide Servicing’s responsibilities and obligations hereunder.

         

        
          	Section
                  4.05  	
                  No
                    Transfer of Servicing.

                


        

         

        With
          respect to the retention of Countrywide Servicing to service the Countrywide
          Mortgage Loans hereunder, Countrywide Servicing acknowledges that the Depositor
          has acted in reliance upon Countrywide Servicing’s independent status, the
          adequacy of its servicing facilities, plan, personnel, records and procedures,
          its integrity, reputation and financial standing and the continuance thereof.
          Without in any way limiting the generality of this Section, Countrywide
          Servicing shall not either assign this Agreement or the servicing hereunder
          or
          delegate a substantial portion of its rights or duties hereunder, or sell
          or
          otherwise dispose of all or substantially all of its property or assets,
          without
          the prior written approval of the Trustee and the Depositor, which consent
          will
          not be unreasonably withheld; provided, however, Countrywide Servicing
          may (i)
          with prior notice but without the Trustee’s consent, assign its rights and
          obligations as servicer hereunder to an entity if (a) such entity is directly
          or
          indirectly owned or controlled by Countrywide Servicing, (b) such entity
          shall
          be qualified to service mortgage loans on behalf of Fannie Mae or Freddie
          Mac
          and shall satisfy the requirements of Section 7.02 with respect to the
          qualifications of a successor to Countrywide Servicing and (c) Countrywide
          Servicing guaranties the performance by such entity of all obligations
          hereunder, or (ii) assign its rights and obligations as servicer with respect
          to
          the Countrywide Mortgage Loans to Litton Loan Servicing, LP.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE
          V

         

        EVENTS
          OF
          DEFAULT

         

        With
          respect to Countrywide Servicing, any one of the following events shall
          be an
          event of default hereunder:

         

        (i)  any
          failure by Countrywide Servicing to remit to the Trustee any payment required
          to
          be made under the terms of this Agreement which continues unremedied for
          a
          period of two (2) Business Days after the date upon which written notice
          of such
          failure, requiring the same to be remedied, shall have been given to Countrywide
          Servicing by the Trustee; or

         

        (ii)  failure
          on the part of Countrywide Servicing duly to observe or perform in any
          material
          respect any other of the covenants or agreements on the part of Countrywide
          Servicing set forth in the Pooling and Servicing Agreement which continues
          unremedied for a period of thirty days (except that such number of days
          shall be
          fifteen (15) in the case of a failure to pay any premium for any insurance
          policy required to be maintained under the Pooling and Servicing Agreement)
          after the date on which written notice of such failure, requiring the same
          to be
          remedied, shall have been given to Countrywide Servicing by the Trustee;
          or

         

        (iii)  a
          decree
          or order of a court or agency or supervisory authority having jurisdiction
          for
          the appointment of a conservator or receiver or liquidator in any insolvency,
          bankruptcy, 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 Countrywide Servicing and such decree or order
          shall
          have remained in force undischarged or unstayed for a period of sixty (60)
          days;
          or

         

        (iv)  Countrywide
          Servicing shall consent to the appointment of a conservator or receiver
          or
          liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling
          of
          assets and liabilities or similar proceedings of or relating to Countrywide
          Servicing or of or relating to all or substantially all of its property;
          or

         

        (v)  Countrywide
          Servicing 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; or

         

        (vi)  failure
          by Countrywide Servicing to maintain its license to do business or service
          residential mortgage loans in any jurisdiction where the Mortgaged Properties
          are located which failure continues unremedied for a period of thirty (30)
          days;
          or

         

        (vii)  Countrywide
          Servicing ceases to meet the qualifications of a Fannie Mae or Freddie
          Mac
          seller/servicer and the failure to meet such qualifications continues unremedied
          for a period of thirty (30) days;

         

        (viii)  Countrywide
          Servicing attempts, without the consent of the Trustee, to sell or otherwise
          dispose of all or substantially all of its property or assets or to assign
          this
          Agreement or the servicing responsibilities hereunder or to delegate a
          substantial portion of its duties hereunder; or

         

        (ix)  Countrywide
          Servicing fails to duly perform, within the required time period, its
          obligations under Sections 11.25 and 11.26 of the Servicing Addendum, which
          failure continues unremedied for a period of thirty (30) days after the
          date on
          which written notice of such failure, requiring the same to be remedied,
          shall
          have been given to Countrywide Servicing by any party to this
          Agreement;

         

         

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE
          VI


        REMIC
          ADMINISTRATION

         

        (a)  Countrywide
          Servicing shall not 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 Countrywide Servicing has 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.

         

        (b)  Countrywide
          Servicing shall not enter into any arrangement by which any REMIC created
          hereunder will receive a fee or other compensation for services.

         

        (c)  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 failure
          of
          Countrywide Servicing to perform its duties and obligations set forth herein,
          Countrywide Servicing shall indemnify the Trustee and the Trust Fund against
          any
          and all losses, claims, damages, liabilities or expenses (“Losses”) resulting
          from such breach; provided, however, that Countrywide Servicing shall not
          be
          liable for any such Losses attributable to the action or inaction of the
          Trustee, the Depositor, another Servicer 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
          Countrywide Servicing 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 Countrywide Servicing 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 the failure of
          Countrywide Servicing to perform 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
          VII


        TERMINATION

         

        (a)  The
          respective obligations and responsibilities of Countrywide Servicing created
          hereby (other than the obligation of Countrywide Servicing 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 Distribution Date in March 2036.

         

        (b)  Countrywide
          Servicing (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 Principal
          Prepayment Period) on such date is equal to or less than 10% of the sum
          of (i)
          the aggregate Stated Principal Balance of the Initial Mortgage Loans and
          the
          Additional Mortgage Loans on the related Cut-off Date and (ii) the Original
          Pre-Funded Amounts, 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 Principal 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 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) of the Agreement 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
          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 and
          any
          accrued and unpaid Net WAC Rate Carryover Amounts and any Swap Termination
          payment payable to the Swap Provider (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. 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) the Trustee may conclusively rely on, and shall be
          protected
          in relying on, such appraisal.

         

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      



      EXHIBIT
        C

       

      FORMS
        OF
        ASSIGNMENT AND RECOGNITION AGREEMENTS

       

      


      ASSIGNMENT
        AND RECOGNITION AGREEMENT

       

      THIS
        ASSIGNMENT AND RECOGNITION AGREEMENT, dated July 13, 2006, (“Agreement”)
        among
        Greenwich Capital Financial Products, Inc. (“Assignor”),
        Financial Asset Securities Corp. (“Assignee”)
        and
        Ameriquest Mortgage Company (the “Company”):

       

      For
        and
        in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
        consideration the receipt and sufficiency of which hereby are acknowledged,
        and
        of the mutual covenants herein contained, the parties hereto hereby agree
        as
        follows:

       

      Assignment
        and Conveyance

      


      1.            The
        Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
        (x) all of the right, title and interest of the Assignor, as purchaser, in,
        to
        and under (a) those certain Mortgage Loans listed as being originated by
        the
        Company on the schedule (the “Mortgage
        Loan Schedule”)
        attached hereto as Exhibit A (the “Mortgage
        Loans”)
        and
        (b) except as described below, that certain Mortgage Loan Purchase and Interim
        Servicing Agreement dated as of July 1, 2005, as amended (the “Purchase
        Agreement”),
        between the Assignor, as purchaser (the “Purchaser”),
        and
        the Company, as seller, solely insofar as the Purchase Agreement relates
        to the
        Mortgage Loans and (y) other than as provided below with respect to the
        enforcement of representations and warranties, none of the obligations of
        the
        Assignor under the Purchase Agreement.

       

      The
        Assignor specifically reserves and does not assign to the Assignee hereunder
        any
        and all right, title and interest in, to and under and any obligations of
        the
        Assignor with respect to any mortgage loans subject to the Purchase Agreement
        which are not the Mortgage Loans set forth on the Mortgage Loan Schedule
        and are
        not the subject of this Agreement.

      


      Recognition
        of the Company

      


      2.            From
        and
        after the date hereof, the Company shall and does hereby recognize that the
        Assignee will transfer the Mortgage Loans and assign its rights under the
        Purchase Agreement (solely to the extent set forth herein) and this Agreement
        to
        Soundview Mortgage Loan Trust 2006-A (the “Trust”)
        created pursuant to a Pooling and Servicing Agreement, dated as of June 1,
        2006
        (the “Pooling
        Agreement”),
        among
        the
        Assignee, Litton Loan Servicing LP as servicer (including their successors
        in
        interest and any successor servicers under the Pooling Agreement, the
“Servicer”)
        and
        Deutsche Bank National Trust Company, as trustee (including its successors
        in
        interest and any successor trustees under the Pooling Agreement, the
“Trustee”).
        The
        Company hereby acknowledges and agrees that from and after the date hereof
        (i) the Trust will be the owner of the Mortgage Loans, (ii) the
        Company shall look solely to the Trust for performance of any obligations
        of the
        Assignor insofar as they relate to the enforcement of the representations,
        warranties and covenants with respect to the Mortgage Loans, (iii) the
        Trust (including the Trustee and the Servicer acting on the Trust’s behalf)
        shall have all the rights and remedies available to the Assignor, insofar
        as
        they relate to the Mortgage Loans, under the Purchase Agreement, including,
        without limitation, the enforcement of the document delivery requirements
        and
        remedies with respect to breaches of representations and warranties set forth
        in
        the Purchase Agreement, and shall be entitled to enforce all of the obligations
        of the Company thereunder insofar as they relate to the Mortgage Loans, and
        (iv) all references to the Purchaser (insofar as they relate to the rights,
        title and interest and, with respect to obligations of the Purchaser, only
        insofar as they relate to the enforcement of the representations, warranties
        and
        covenants of the Company) or the Custodian under the Purchase Agreement insofar
        as they relate to the Mortgage Loans, shall be deemed to refer to the Trust
        (including the Trustee and the Servicer acting on the Trust’s behalf). Neither
        the Company nor the Assignor shall amend or agree to amend, modify, waiver,
        or
        otherwise alter any of the terms or provisions of the Purchase Agreement
        which
        amendment, modification, waiver or other alteration would in any way affect
        the
        Mortgage Loans or the Company’s performance under the Purchase Agreement with
        respect to the Mortgage Loans without the prior written consent of the
        Trustee.

       

      Representations
        and Warranties of the Company

      


      3.            The
        Company warrants and represents to the Assignor, the Assignee and the Trust
        as
        of the date hereof that:

       

      (a) The
        Company is duly organized, validly existing and in good standing as a
        corporation under the laws of the State of Delaware; 

       

      (b) The
        Company has the full power and authority to execute, deliver and perform,
        and to
        enter into and consummate, all transactions contemplated by this Agreement.
        The
        Company 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 Assignor or Assignee
        constitutes a legal, valid and binding obligation of the Company, enforceable
        against it in accordance with its terms except as the enforceability thereof
        may
        be limited by bankruptcy, insolvency or reorganization; 

       

      (c) The
        execution and delivery of this Agreement by the Company and the performance
        of
        and compliance with the terms of this Agreement will not violate the Company’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 Company is a party or which may be applicable to
        the
        Company or its assets; 

       

      (d) The
        Company is not in violation of, and the execution and delivery of this Agreement
        by the Company 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 Company or its assets, which
        violation might have consequences that would materially and adversely affect
        the
        condition (financial or otherwise) or the operation of the Company or its
        assets
        or might have consequences that would materially and adversely affect the
        performance of its obligations and duties hereunder;

       

      (e) The
        Company 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;


       

      (f) There
        are
        no actions or proceedings against, investigations known to it of, the Company
        before any court, administrative or other tribunal (A) that might prohibit
        its
        entering into this Agreement or (B) that might prohibit or materially and
        adversely affect the performance by the Company of its obligations under,
        or
        validity or enforceability of, this Agreement or the Mortgage Loans;
        and

       

      (g) No
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for the execution, delivery and performance by the Company
        of,
        or compliance by the Company 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.


       

      4.           
        Pursuant
        to Section 11 of the Purchase Agreement, the Company hereby represents and
        warrants, for the benefit of the Assignor, the Assignee and the Trust, that
        the
        representations and warranties set forth in Sections 7.01 and 7.03 of the
        Purchase Agreement, are true and correct as of the date hereof as if such
        representations and warranties were made on the date hereof or such earlier
        date
        as specified in any such representation and warranty.

       

      5.           
        The
        Assignor hereby makes the following representations, warranties and covenants
        as
        of the date hereof:

       

      (a) With
        respect to the representations and warranties set forth in Section 7.03 (a)
        (2),
        Section 7.03 (a) (3), Section 7.03 (a) (4), Section 7.03 (a) (5), Section
        7.03
        (a) (7), Section 7.03 (a) (9), Section 7.03 (a) (15), Section 7.03 (a) (16),
        Section 7.03 (a) (18), Section 7.03 (a) (19), Section 7.03 (a) (20), Section
        7.03 (a) (25), Section 7.03 (a) (34), Section 7.03 (a) (41) and Section 7.03
        (a)
        (50) to the best of the Assignor’s knowledge, nothing has occurred in the period
        of time since September 15, 2005 to the date hereof which would cause such
        representations and warranties to be untrue in any material respect as of
        the
        date hereof;

       

      (b) Each
        Mortgage Loan at the time it was made complied in all material respects with
        applicable local, state, and federal laws, including, but not limited to,
        all
        applicable predatory and abusive lending laws;

       

      (c) None
        of
        the mortgage loans are High Cost as defined by any applicable predatory and
        abusive and/or usury lending laws; 

       

      (d) 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);

       

      (e) No
        loan
        originated on or after October 1, 2002 through March 6, 2003 is governed
        by the
        Georgia Fair Lending Act; and

       

      (f) As
        of
        October 30, 2006 and any date thereafter, except with respect to 0.75% of
        the
        Mortgage Loans (by aggregate principal balance of the Mortgage Loans), each
        Mortgage Loan will be a “qualified mortgage” under Section 860G(a)(3) of the
        Code.

       

      Remedies
        for Breach of Representations and Warranties

      


      6.           
        The
        Company hereby acknowledges and agrees that the remedies available to the
        Assignor, the Assignee and the Trust (including the Trustee and the Servicer
        acting on the Trust’s behalf) in connection with any breach of the
        representations and warranties made by the Company set forth in Sections
        3 and 4
        hereof shall be as set forth in Subsection 7.04 of the Purchase Agreement
        as if
        they were set forth herein (including without limitation the repurchase and
        indemnity obligations set forth therein); provided, however, with respect
        to any
        representation of the Company which materially and adversely affects the
        interests of any Prepayment Charge, the Company shall pay the amount of the
        scheduled Prepayment Charge by remitting such amount to the Servicer for
        deposit
        into the Collection Account in respect of such Prepayment Charge.

       

      The
        Assignor hereby acknowledges and agrees that the remedies available to the
        Assignee and the Trust (including the Trustee and the Servicer acting on
        the
        Trust’s behalf) in connection with any breach of the representations and
        warranties made by the Assignor set forth in Section 5 hereof shall be as
        set
        forth in Section 2.03 of the Pooling Agreement as if they were set forth
        herein.

       

      Miscellaneous

      


      7.           
        This
        Agreement shall be construed in accordance with the laws of the State of
        New
        York, without regard to conflicts of law principles, and the obligations,
        rights
        and remedies of the parties hereunder shall be determined in accordance with
        such laws. 

       

      8.            No
        term
        or provision of this Agreement may be waived or modified unless such waiver
        or
        modification is in writing and signed by the party against whom such waiver
        or
        modification is sought to be enforced, with the prior written consent of
        the
        Trustee. 

       

      9.           
        This
        Agreement shall inure to the benefit of (i) the successors and assigns of
        the
        parties hereto and (ii) the Trust (including the Trustee and the Servicer
        acting
        on the Trust’s behalf). Any entity into which Assignor, Assignee or Company may
        be merged or consolidated shall, without the requirement for any further
        writing, be deemed Assignor, Assignee or Company, respectively, hereunder.
        

       

      10.         
        Each
        of
        this Agreement and the Purchase Agreement shall survive the conveyance of
        the
        Mortgage Loans and the assignment of the Purchase Agreement (to the extent
        assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
        and
        nothing contained herein shall supersede or amend the terms of the Purchase
        Agreement.

       

      11.         
        This
        Agreement may be executed simultaneously in any number of counterparts. Each
        counterpart shall be deemed to be an original and all such counterparts shall
        constitute one and the same instrument. 

       

      12.         
        In
        the
        event that any provision of this Agreement conflicts with any provision of
        the
        Purchase Agreement with respect to the Mortgage Loans, the terms of this
        Agreement shall control. 

       

      13.          
        Capitalized
        terms used in this Agreement (including the exhibits hereto) but not defined
        in
        this Agreement shall have the meanings given to such terms in the Purchase
        Agreement.

       

       

      [SIGNATURE
        PAGE FOLLOWS]

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      IN
        WITNESS WHEREOF, the parties have caused this Agreement to be executed by
        their
        duly authorized officers as of the date first above written.

       

      

        
          	 	
                  GREENWICH
                    CAPITAL FINANCIAL 

                  PRODUCTS,
                    INC.

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

        

          
            	 	
                    FINANCIAL
                      ASSET SECURITIES CORP.

                  
	 	 	 
	 	
                    By:

                  	 
	 	
                    Name:

                  	 
	 	
                    Title:

                  	 


          

          

            
              	 	
                      AMERIQUEST
                        MORTGAGE COMPANY

                    
	 	 	 
	 	
                      By:

                    	 
	 	
                      Name:

                    	 
	 	
                      Title:

                    	 


            

            

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              



          

        

      

      EXHIBIT
        A

      


      Mortgage
        Loan Schedule

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      SCHEDULE
        I

      


      Capitalized
        terms used in this Schedule I but not defined in this Agreement shall have
        the
        meanings given to such terms in the Purchase Agreement.

      


      1.           
        The
        information set forth in the Mortgage Loan Schedule is complete, true and
        correct as of the related Cut-off Date;

       

      2.           
        As
        of the
        Closing Date, the Mortgage Loan is in compliance with all requirements set
        forth
        in the Term Sheet;

       

      3.            As
        of the
        related Closing Date, the Company 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, for the payment of any amount required
        by the Mortgage Note or Mortgage, and no Mortgage Loan has been delinquent
        for
        more than thirty (30) days in the prior twelve (12) months;

       

      4.           
        As
        of the
        related Closing Date, there are no delinquent taxes or insurance premiums
        affecting the related Mortgaged Property;

       

      5.           
        As
        of the
        related Closing Date, 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
        Custodian; 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
        title insurer, to the extent required by the policy, and which assumption
        agreement has been delivered to the Custodian and the terms of which are
        reflected in the Mortgage Loan Schedule;

       

      6.           
        The
        Mortgage Note and the Mortgage are not subject to any valid 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 such valid right of rescission, set-off, counterclaim
        or defense, including the defense of usury and no such valid right of
        rescission, set-off, counterclaim or defense has been asserted with respect
        thereto;

       

      7.           
        As
        of the
        related Closing Date, all buildings upon the Mortgaged Property are insured
        by a
        generally acceptable insurer 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 not less than the least of (i) 100% of the replacement
        cost of all improvements to the Mortgaged Property, (ii) either (A) the
        outstanding principal balance of the Mortgage Loan with respect to each first
        lien Mortgage Loan or (B) with respect to each second lien Mortgage Loan,
        the
        sum of the outstanding principal balance of the related first lien mortgage
        loan
        and the outstanding principal balance of the second lien Mortgage Loan, (iii)
        the amount necessary to avoid the operation of any co-insurance provisions
        with
        respect to the Mortgaged Property, or (iv) 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. All such insurance policies contain
        a
        standard mortgagee clause naming the originator, its successors and assigns
        as
        mortgagee and all premiums thereon are paid current. If upon origination
        of the
        Mortgage Loan, the Mortgaged Property was 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. Except
        as may
        otherwise be limited by applicable law, 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;

       

      8.           
        Any
        and
        all requirements of any federal, state or local law including, without
        limitation, usury, truth in lending, real estate settlement procedures, consumer
        credit protection, equal credit opportunity, disclosure laws and/or all
        predatory and abusive lending laws applicable to the origination and servicing
        of the Mortgage Loan have been complied with. Any and all disclosure statements
        required to be made by the Mortgagor relating to such requirements are and
        will
        remain in the Mortgage File;

       

      9.           
        As
        of the
        related Closing Date, 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;

       

      10.          The
        Mortgage creates a valid first or second lien, as applicable, in the related
        Mortgaged Property as reflected on the Mortgage Loan Schedule;

       

      11.         
        The
        related Mortgage is a valid, existing and enforceable first or second lien,
        as
        applicable and as indicated on the Mortgage Loan Schedule, on the related
        Mortgaged Property, including all improvements on the related Mortgaged Property
        subject only to (i) the lien of current real property taxes and assessments
        not
        yet due and payable, (ii) covenants, conditions and restrictions, rights
        of way,
        easements, mineral right reservations and other matters of the public record
        as
        of the date of recording of such Mortgage being acceptable to mortgage lending
        institutions generally and specifically referred to in the lender’s title
        insurance policy delivered to the originator of the related Mortgage Loan
        and
        which do not adversely affect the Appraised Value of the related Mortgaged
        Property and (iii) 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 related Mortgage or the use, enjoyment, value (as determined
        by Appraised 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,
        subsisting, enforceable and perfected first or second (as indicated on the
        Mortgage Loan Schedule) lien and first or second (as indicated on the Mortgage
        Loan Schedule) priority security interest on the property described therein,
        and
        the Company has the full right to sell and assign the same to the
        Purchaser;

       

      12.          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;

       

      13.         
        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, at least one Mortgagor is
        a
        party to the Mortgage Note, and the Mortgage is in an individual
        capacity;

       

      14.         
        Excluding
        any Mortgage Loan subject to an escrow holdback, 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.
        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 currently
        entitled to any refund of any amounts paid or due to the Mortgagee pursuant
        to
        the Mortgage Note or Mortgage;

       

      15.         
        As
        of the
        related Closing Date and immediately prior to the sale of the Mortgage Loan
        hereunder, the Company is the sole legal, beneficial and equitable owner
        of the
        Mortgage Note and the Mortgage and has full right to transfer and sell the
        Mortgage Loan to the Purchaser free and clear of any encumbrance, equity,
        lien,
        pledge, charge, claim or security interest excepting therefrom warehouse
        lending
        arrangements security interests which will be released concurrent with the
        closing of the sale to the Purchaser;

       

      16.         
        As
        of the
        related Closing Date, all parties which have had any interest in the Mortgage
        Loan, whether as mortgagee, assignee, pledgee or otherwise, are (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;

       

      17.         
        The
        Mortgage Loan is covered by an ALTA lender’s title insurance policy and, in the
        case of an Adjustable Rate Mortgage Loan, with an adjustable rate mortgage
        endorsement, such endorsement substantially in the form of ALTA Form 6.0
        or 6.1,
        issued by a title insurer and qualified to do business in the jurisdiction
        where
        the Mortgaged Property is located, insuring the Interim Servicer, its successors
        and assigns as to the first or second (as indicated on the Mortgage Loan
        Schedule) priority lien of the Mortgage in the original principal amount
        of the
        Mortgage Loan and, with respect to an Adjustable Rate Mortgage Loan, 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 Interest
        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 and 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. Such lender’s title
        insurance policy does not require the consent of or notification to the related
        insurer for assignment to the Purchaser. 

       

      18.         
        As
        of the
        related Closing Date, no claims have been made under such lender’s title
        insurance policy, and no prior holder of the related Mortgage, including
        the
        Company, has done, by act or omission, anything which would impair the coverage
        of such lender’s title insurance policy;

       

      19.         
        As
        of the
        related Closing Date, there is no default, breach, violation or event of
        acceleration existing under the Mortgage or the Mortgage Note 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 as of such Closing Date, the Company or the Interim Servicer
        has not waived any default, breach, violation or event of acceleration, except
        as otherwise provided in this Agreement. For purposes of the foregoing, a
        delinquent payment of less than thirty (30) days on a Mortgage Loan in and
        of
        itself does not constitute a default, breach, violation or event of acceleration
        with respect to such Mortgage Loan. With respect to each second lien mortgage
        loan, as of the origination date of such Mortgage Loan and, to the best of
        the
        Company’s knowledge, as of the Closing Date (i) the first lien mortgage loan is
        in full force and effect, (ii) to the best of Company’s knowledge, there is no
        default, breach, violation or event of acceleration existing under such first
        lien mortgage or the related mortgage note, (iii) 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
        thereunder, (iv) either (A) the first lien mortgage contains a provision
        which
        allows or (B) applicable law requires, the mortgagee under the second lien
        Mortgage Loan to receive notice of, and affords such mortgagee an opportunity
        to
        cure any default by payment in full or otherwise under the first lien mortgage,
        (v) the related first lien does not provide for or permit negative amortization
        under such first lien Mortgage Loan, and (vi) either no consent for the Mortgage
        Loan is required by the holder of the first lien or such consent has been
        obtained and is contained in the Mortgage File.

       

      20.          As
        of the
        related Closing Date, 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;

       

      21.         
        All
        improvements which were considered in determining the Appraised 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 encroach 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;

       

      22.         
        The
        Mortgage Loan was (i) originated by or in conjunction with a mortgagee approved
        by the Secretary of Housing and Urban Development pursuant to Sections 203
        and
        211 of the National Housing Act, a savings and loan association, a savings
        bank,
        a commercial bank, mortgage banker, credit union, insurance company or similar
        banking institution which is supervised and examined by a federal or state
        authority or (ii) acquired by the Company or its affiliates directly through
        loan brokers or correspondents such that (a) the Mortgage Loan was originated
        in
        conformity with the Underwriting Guidelines and (b) the Company or its
        affiliates approved the Mortgage Loan prior to funding;

       

      23.         
        Principal
        payments on the Mortgage Loan are scheduled to commence no more than sixty
        days
        after the proceeds of the Mortgage Loan are disbursed. The Mortgage Loan
        bears
        interest at the Mortgage Interest Rate. The Mortgage Note is payable on the
        first day of each month in Monthly Payments. 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;

       

      24.         
        The
        origination, servicing and collection practices used with respect to each
        Mortgage Note and Mortgage including, without limitation, the establishment,
        maintenance and servicing of the Escrow Accounts and Escrow Payments, if
        any,
        since origination, have been in all respects legal, proper, reasonable and
        customary in the mortgage origination and servicing industry. The Mortgage
        Loan
        has been serviced by the Interim Servicer and any predecessor servicer in
        accordance with the terms of the Mortgage Note and applicable law. With respect
        to escrow deposits and Escrow Payments, if any, all such payments (so long
        as
        the Company is acting as Interim Servicer) are in the possession of, or under
        the control with, the Interim Servicer, 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 Interim Servicer have been capitalized under any Mortgage
        or
        the related Mortgage Note;

       

      25.         
        As
        of the
        related Closing Date, the Mortgaged Property is free of material damage and
        waste and there is no proceeding pending for the total or partial condemnation
        thereof;

       

      26.         
        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, (i) in the case of a Mortgage designated as
        a deed
        of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure. As of
        the related Closing Date, 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 materially interfere with the right to sell
        the
        Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage.
        As of the related Closing Date, the Mortgagor has not notified the Interim
        Servicer or the Company and the Company or the Interim Servicer has no knowledge
        of any relief requested or allowed to the Mortgagor under the Servicemembers
        Civil Relief Act formerly known as the Soldiers and Sailors Civil Relief
        Act of
        1940;

       

      27.         
        If
        a
        Mortgage Loan is secured by a long-term residential lease, (1) the lessor
        under
        the lease holds a fee simple interest in the land; (2) the terms of such
        lease
        expressly permit the mortgaging of the leasehold estate, the assignment of
        the
        lease without the lessor’s consent 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
        protections; (3) the terms of such lease do not (a) 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,
        (b) allow the termination of the lease in the event of damage or destruction
        as
        long as the Mortgage is in existence, (c) prohibit the holder of the Mortgage
        from being insured (or receiving proceeds of insurance) under the hazard
        insurance policy or policies relating to the Mortgaged Property or (d) permit
        any increase in rent other than pre-established increases set forth in the
        lease; (4) the original term of such lease is not less than 15 years; (5)
        the
        term of such lease does not terminate earlier than five years after the maturity
        date of the Mortgage Note; and (6) the Mortgaged Property is located in a
        jurisdiction in which the use of leasehold estates in transferring ownership
        in
        residential properties is a widely accepted practice;

       

      28.          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
        above;

       

      29.         
        The
        Mortgage File contains an appraisal or insured AVM of the related Mortgaged
        Property made prior to the approval of the Mortgage Loan. In the case of
        an
        appraisal it was made by a staff or third party qualified appraiser 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, for whom no conflict of interest is present
        and who met the minimum qualifications of USPAP;

       

      30.         
        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;

       

      31.          No
        Mortgage Loan contains provisions pursuant to which Monthly Payments are
        (i)
        paid or partially paid with funds deposited in any separate account established
        by the Company, the Mortgagor, or anyone on behalf of the Mortgagor, (ii)
        paid
        by any source other than the Mortgagor or (iii) 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;

       

      32.         
        The
        Mortgagor has received all disclosure 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;

       

      33.         
        The
        Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents
        required to be delivered with respect to each Mortgage Loan pursuant to the
        Custodial Agreement, have been delivered to the Custodian all in compliance
        with
        the specific requirements of the Custodial Agreement;

       

      34.         
        As
        of the
        related Closing Date, the Mortgaged Property is lawfully occupied under
        applicable law and if it is the borrower’s primary residence is not vacant
        within ninety (90) days of the related Closing Date (with notice from and
        proof
        of such vacancy by the Purchaser); 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;

       

      35.          
        The
        Assignment of Mortgage, is in recordable form and (other than with respect
        to
        the blank assignee and the lack of mortgage recordation information) is
        acceptable for recording under the laws of the jurisdiction in which the
        Mortgaged Property is located. When endorsed as provided for in this Agreement,
        the Mortgage Notes will be duly endorsed under applicable law;

       

      36.         
        Any
        principal advances made to the Mortgagor prior to the related Cut-off 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. So long as the Company is acting as Interim Servicer,
        the lien of the Mortgage securing the consolidated principal amount is expressly
        insured as having first or second (as indicated on the Mortgage Loan Schedule)
        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. So long as the Company is acting as Interim
        Servicer, the consolidated principal amount does not exceed the original
        principal amount of the Mortgage Loan; 

       

      37.         
        No
        Mortgage Loan has a balloon payment feature;

       

      38.         
        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 is not ineligible under
        Fannie Mae’s eligibility requirements;

       

      39.         
        No
        statement, report or other document constituting a part of the Mortgage Loan
        Schedule contains any material untrue statement of fact or omits to state
        a fact
        necessary to make the statements contained therein not misleading which would,
        either individually or in the aggregate, have a material adverse effect on
        the
        value of the Mortgage Loans;

       

      40.          
        Each
        Mortgage Loan constitutes a “qualified mortgage” within the meaning of Section
        860G(a)(3) of the Code;

       

      41.          
        As
        of the
        related Closing Date, no Mortgage Loan has an LTV or a CLTV of more than
        100%;

       

      42.         
        No
        Mortgage Loan is a “high cost” mortgage loan, as defined under any applicable
        state, local or federal predatory and abusive lending laws, including, but
        not
        limited to, the Georgia Fair Lending Act and Section 6 L of the New York
        State
        Banking Law;

       

      43.         
        With
        respect to any Mortgage Loan which is a Texas Home Equity Loan, any and all
        requirements of Section 50, Article XVI of the Texas Constitution applicable
        to
        Texas Home Equity Loans which were in effect at the time of the origination
        of
        the Mortgage Loan have been complied with. Specifically, without limiting
        the
        generality of the foregoing: (i) all fees paid by the owner of the Mortgaged
        Property or such owner’s spouse, to any person, that were necessary to
        originate, evaluate, maintain, record, insure or service the Mortgage Loan
        are
        reflected in the closing statement for such Mortgage Loan; (ii) the Mortgage
        Loan was closed only at the office of the mortgage lender, an attorney at
        law,
        or a title company; (iii) the mortgagee has not been found by a federal
        regulatory agency to have engaged in the practice of refusing to make loans
        because the applicants for the loans reside or the property proposed to secure
        the loans is located in a certain area; (iv) the owner of the Mortgaged Property
        was not required to apply the proceeds of the Mortgage Loan to repay another
        debt except debt secured by the Mortgaged Property or debt to a lender other
        than the mortgagee; (v) the owner of the Mortgaged Property did not sign
        any
        documents or instruments relating to the Loan in which blanks were left to
        be
        filled in; and (vii) if discussions between the mortgagee and the Mortgagor
        were
        conducted primarily in a language other than English, the mortgagee provided
        to
        the owner of the Mortgaged Property, prior to closing, a copy of the notice
        required by Section 50(g), Article XVI of the Texas Constitution translated
        into
        the written language in which the discussions were conducted;

       

      44.         
        All
        notices, acknowledgments and disclosure statements required by Section 50,
        Article XVI of the Texas Constitution applicable to Texas Home Equity Loans
        are
        contained in the Mortgage File for each such Mortgage Loan;

       

      45.         
        All
        cash-out Mortgage Loans secured by real property in the state of Texas shall
        be
        made in accordance with Texas law;

       

      46.          
        The
        Mortgage Loans are not subject to the requirement of the Home Ownership and
        Equity Protection Act of 1994 (“HOEPA”) and no Mortgage Loan is subject to, or
        in violation of, any applicable state or local law, ordinance or regulation
        similar to HOEPA and (2) (i) no Mortgage Loan is a “high cost” loan as defined
        by HOEPA or any other applicable predatory or abusive lending laws and (ii)
        no
        Mortgage Loan is a “high cost home”, “covered” (excluding home loans defined as
“covered home loans” pursuant to clause (1) of the definition of that term in
        the New Jersey Home Ownership Security Act of 2002), “high risk home” or
“predatory” loan under any other applicable state, federal or local law (or
        similarly classified loan using different terminology under a law imposing
        heightened regulatory scrutiny or additional legal liability for resident
        mortgage loans having high interest rates, points and/or fees);

       

      47.         
        No
        Mortgage Loan is a “covered home loan” pursuant to the New Jersey Home Ownership
        Security Act of 2002;

       

      48.         
        With
        respect to each Mortgage Loan subject to a Prepayment Charge, such Prepayment
        Charge, at the time of the origination of the related Mortgage Loan, is
        enforceable and in compliance with all applicable local, state and federal
        law;

       

      49.          
        [Reserved];
        

       

      50.          
        As
        of the
        related Closing Date, the Mortgaged Property is being primarily used as a
        Residential Dwelling for residential purposes;

       

      51.         
        The
        Company has obtained a life of loan, transferable real estate tax service
        contract on each Mortgage Loan and such contract is assignable without penalty,
        premium or cost to the Purchaser; 

       

      52.          The
        Company has obtained a life of loan, transferable flood certification contract
        for each Mortgage Loan and such contract is assignable without penalty, premium
        or cost to the Purchaser;

       

      53.         
        The
        Mortgage Loans conform in all material respects to the Underwriting
        Guidelines;

       

      54.         
        No
        Mortgage Loan originated on or after October 1, 2002 and before March 7,
        2003 is
        secured by a Mortgaged Property located in the State of Georgia; No Mortgage
        Loan that was originated on or after March 7, 2003, is a “high-cost home loan”
as defined under the Georgia Fair Lending Act;

       

      55.         
        No
        Mortgagor was required to purchase any credit insurance product (e.g., life,
        mortgage, disability, accident, unemployment or health insurance product)
        or
        debt cancellation agreement as a condition of obtaining the extension of
        credit.
        No Mortgagor obtained a prepaid single premium credit life, mortgage,
        disability, accident, unemployment or health insurance product in connection
        with the origination of the Mortgage Loan. No proceeds from any Mortgage
        Loan
        were used to finance single-premium credit insurance policies;

       

      56.         
        No
        subprime Mortgage Loan originated on or after October 1, 2002 will impose
        a
        Prepayment Charge for a term in excess of three years; No Mortgage Loan
        originated prior to such date nor any non-subprime Mortgage Loan will impose
        prepayment charges in excess of five years;

       

      57.         
        In
        connection with any Mortgage Loan, the Interim Servicer has fully furnished,
        and
        will fully furnish in accordance with the Fair Credit Reporting Act and its
        implementing regulations, accurate and complete information (i.e., favorable
        and
        unfavorable) on its borrower credit files to Equifax, Experian and Trans
        Union
        Credit Information Company, on a monthly basis;

       

      58.         
        No
        subprime Mortgage Loan originated on or after October 1, 2002 will impose
        a
        Prepayment Charge for a term in excess of three years; No Mortgage Loan
        originated prior to such date nor any non-subprime Mortgage Loan will impose
        prepayment charges in excess of five years;

       

      59.         
        No
        Mortgage Loan is a “high cost”, “covered” or similarly classified loans as
        defined by the applicable federal, state or local predatory and abusive lending
        laws nor is any loan a High Cost Loan or Covered Loan, as applicable (as
        such
        terms are defined in the then current Standard & Poor’s LEVELS Glossary
        Revised, Appendix E);

       

      60.         
        No
        fraud
        was committed in connection with the origination of any Mortgage Loan; provided,
        however, the Company does not represent or warrant the accuracy of the
        qualifying income stated by the related Mortgagor(s) in connection with a
        Mortgage Loan that does not require income verification as defined in the
        Underwriting Guidelines;

       

      61.          The
        Mortgaged Property is free from any and all toxic or hazardous substances,
        other
        than those commonly used for homeowner repair and maintenance and/or household
        purposes, and there exists no pending action or proceeding directly involving
        the Mortgaged Property in which compliance with any environmental law, rule
        or
        regulation is an issue;

       

      62.         
        The
        Mortgage Loan was not prepaid in full prior to the related Closing
        Date;

       

      63.         
        The
        Company has materially complied with all applicable anti-money laundering
        laws
        and regulations, including without limitation the USA Patriot Act of
        2001;

       

      64.         
        With
        respect to any Mortgage Loan or the underlying security related thereto,
        neither
        the related Mortgage nor the related Mortgage Note requires the Mortgagor
        to
        submit to arbitration to resolve any dispute arising out of or relating in
        any
        way thereto; and

       

      65.         
        With
        respect to each second lien Mortgage Loan, such Mortgage Loan was originated
        in
        connection with the origination of a first lien Mortgage Loan on the related
        Mortgaged Property.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    

      THIS
        ASSIGNMENT AND RECOGNITION AGREEMENT, dated July 13, 2006, (“Agreement”)
        among
        Greenwich Capital Financial Products, Inc. (“Assignor”),
        Financial Asset Securities Corp. (“Assignee”)
        and
        Aames Capital Corp. (the “Company”):

       

      For
        and
        in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
        consideration the receipt and sufficiency of which hereby are acknowledged,
        and
        of the mutual covenants herein contained, the parties hereto hereby agree
        as
        follows:

       

      Assignment
        and Conveyance

       

      1.  The
        Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
        all of the right, title and interest of the Assignor, as purchaser, in, to
        and
        under (a) those certain Mortgage Loans listed as being originated by the
        Company
        on the schedule (the “Mortgage
        Loan Schedule”)
        attached hereto as Exhibit A (the “Mortgage
        Loans”)
        and
        (b) that certain Master Mortgage Loan Purchase and Interim Servicing Agreement
        dated as of January 1, 2005, as amended (the “Purchase
        Agreement”),
        between the Assignor, as purchaser (the “Purchaser”),
        and
        the Company, as seller, solely insofar as the Purchase Agreement relates
        to the
        Mortgage Loans.

       

      The
        Assignor specifically reserves and does not assign to the Assignee hereunder
        any
        and all right, title and interest in, to and under and any obligations of
        the
        Assignor with respect to any mortgage loans subject to the Purchase Agreement
        which are not the Mortgage Loans set forth on the Mortgage Loan Schedule
        and are
        not the subject of this Agreement.

       

      Recognition
        of the Company

       

      2.  From
        and
        after the date hereof, the Company shall and does hereby recognize that the
        Assignee will transfer the Mortgage Loans and assign its rights under the
        Purchase Agreement (solely to the extent set forth herein) and this Agreement
        to
        Soundview Home Loan Trust 2006-A (the “Trust”)
        created pursuant to a Pooling and Servicing Agreement, dated as of June 1,
        2006
        (the “Pooling
        Agreement”),
        among
        the Assignee, Litton Loan Servicing LP, as servicer (the “Servicer”) and
        Deutsche Bank National Trust Company, as trustee (including its successors
        in
        interest and any successor trustees under the Pooling Agreement, the
“Trustee”).
        The
        Company hereby acknowledges and agrees that from and after the date hereof
        (i) the Trust will be the owner of the Mortgage Loans, (ii) the
        Company shall look solely to the Trust for performance of any obligations
        of the
        Assignor insofar as they relate to the enforcement of the representations,
        warranties and covenants with respect to the Mortgage Loans, (iii) the
        Trust (including the Trustee and the Servicer acting on the Trust’s behalf)
        shall have all the rights and remedies available to the Assignor, insofar
        as
        they relate to the Mortgage Loans, under the Purchase Agreement, including,
        without limitation, the enforcement of the document delivery requirements
        and
        remedies with respect to breaches of representations and warranties set forth
        in
        the Purchase Agreement, and shall be entitled to enforce all of the obligations
        of the Company thereunder insofar as they relate to the Mortgage Loans, and
        (iv) all references to the Purchaser (insofar as they relate to the rights,
        title and interest and, with respect to obligations of the Purchaser, only
        insofar as they relate to the enforcement of the representations, warranties
        and
        covenants of the Company) or the Custodian under the Purchase Agreement insofar
        as they relate to the Mortgage Loans, shall be deemed to refer to the Trust
        (including the Trustee and the Servicer acting on the Trust’s behalf). Neither
        the Company nor the Assignor shall amend or agree to amend, modify, waive,
        or
        otherwise alter any of the terms or provisions of the Purchase Agreement
        which
        amendment, modification, waiver or other alteration would in any way affect
        the
        Mortgage Loans or the Company’s performance under the Purchase Agreement with
        respect to the Mortgage Loans without the prior written consent of the
        Trustee.

       

      Representations
        and Warranties of the Company

       

      3.  The
        Company warrants and represents to the Assignor, the Assignee and the Trust
        as
        of the date hereof that:

       

      (a) The
        Company is duly organized, validly existing and in good standing under the
        laws
        of the jurisdiction of its incorporation;

       

      (b)
         The
        Company has full power and authority to execute, deliver and perform its
        obligations under this Agreement and has full power and authority to perform
        its
        obligations under the Purchase Agreement. The execution by the Company of
        this
        Agreement is in the ordinary course of the Company’s business and will not
        conflict with, or result in a breach of, any of the terms, conditions or
        provisions of the Company’s charter or bylaws or any legal restriction, or any
        material agreement or instrument to which the Company is now a party or by
        which
        it is bound, or result in the violation of any law, rule, regulation, order,
        judgment or decree to which the Company or its property is subject. The
        execution, delivery and performance by the Company of this Agreement have
        been
        duly authorized by all necessary corporate action on the part of the Company.
        This Agreement has been duly executed and delivered by the Company and, upon
        the
        due authorization, execution and delivery by the Assignor and the Assignee,
        will
        constitute the valid and legally binding obligation of the Company, enforceable
        against the Company in accordance with its terms except as enforceability
        may be
        limited by bankruptcy, reorganization, insolvency, moratorium or other similar
        laws now or hereafter in effect relating to creditors’ rights generally, and by
        general principles of equity regardless of whether enforceability is considered
        in a proceeding in equity or at law; and

       

      (c)
         No
        consent, approval, order or authorization of, or declaration, filing or
        registration with, any governmental entity is required to be obtained or
        made by
        the Company in connection with the execution, delivery or performance by
        the
        Company of this Agreement.

       

      4.  Pursuant
        to Section 12 of the Purchase Agreement, the Company hereby represents and
        warrants, for the benefit of the Assignor, the Assignee and the Trust, that
        the
        representations and warranties (i) set forth in Sections 7.02 (c), (d), (g),
        (o), (q), (u), (v) and (tt) of the Agreement are true and correct as of the
        date
        that the Mortgage Loans were purchased from the Company, (ii) set forth in
        Section 7.01 of the Agreement are true and correct as of the date hereof,
        and
        (iii) set forth in Section 7.02 of the Agreement (other than those listed
        in
        clause (a) herein) are true and correct as of the date that the Company
        transferred the servicing of the Mortgage Loans, except that the representation
        and warranty set forth in Section 7.02(i) of the Agreement shall, for
        purposes of this Agreement, relate to the Mortgage Loan Schedule attached
        hereto. 

       

      5.  The
        Assignor hereby represents and warrants that to the best of the Assignor’s
        knowledge, nothing has occurred in the period of time from the Closing Date
        (as
        defined in the Purchase Agreement) to the date hereof which would cause such
        representation and warranties referred to in Section 4 (i) herein to be untrue
        in any material respect as of the date hereof.

       

      Remedies
        for Breach of Representations and Warranties

       

      6.  The
        Company hereby acknowledges and agrees that the remedies available to the
        Assignor, the Assignee and the Trust (including the Trustee and the Servicer
        acting on the Trust’s behalf) in connection with any breach of the
        representations and warranties made by the Company set forth in Sections
        3 and 4
        hereof shall be as set forth in Subsection 7.03 of the Purchase Agreement
        as if they were set forth herein (including without limitation the repurchase
        and indemnity obligations set forth therein).

       

      The
        Assignor hereby acknowledges and agrees that the remedies available to the
        Assignee and the Trust (including the Trustee and the Servicers acting on
        the
        Trust’s behalf) in connection with any breach of the representations and
        warranties made by the Assignor set forth in Section 5 hereof shall be as
        set
        forth in Section 2.03 of the Pooling Agreement as if they were set forth
        herein.

       

      Notwithstanding
        the foregoing, the Assignor may, at its option, satisfy any obligation of
        the
        Company with respect to any breach of representation and warranty made by
        the
        Company regarding the Mortgage Loans.

       

      Miscellaneous

       

      7.  This
        Agreement shall be construed in accordance with the laws of the State of
        New
        York, without regard to conflicts of law principles, and the obligations,
        rights
        and remedies of the parties hereunder shall be determined in accordance with
        such laws.

       

      8.  No
        term
        or provision of this Agreement may be waived or modified unless such waiver
        or
        modification is in writing and signed by the party against whom such waiver
        or
        modification is sought to be enforced, with the prior written consent of
        the
        Trustee.

       

      9.  This
        Agreement shall inure to the benefit of (i) the successors and assigns of
        the
        parties hereto and (ii) the Trust (including the Trustee and the Servicer
        acting
        on the Trust’s behalf). Any entity into which Assignor, Assignee or Company may
        be merged or consolidated shall, without the requirement for any further
        writing, be deemed Assignor, Assignee or Company, respectively,
        hereunder.

       

      10.  Each
        of
        this Agreement and the Purchase Agreement shall survive the conveyance of
        the
        Mortgage Loans and the assignment of the Purchase Agreement (to the extent
        assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
        and
        nothing contained herein shall supersede or amend the terms of the Purchase
        Agreement.

       

      11.  This
        Agreement may be executed simultaneously in any number of counterparts. Each
        counterpart shall be deemed to be an original and all such counterparts shall
        constitute one and the same instrument.

       

      12.  In
        the
        event that any provision of this Agreement conflicts with any provision of
        the
        Purchase Agreement with respect to the Mortgage Loans, the terms of this
        Agreement shall control.

       

      Capitalized
        terms used in this Agreement (including the exhibits hereto) but not defined
        in
        this Agreement shall have the meanings given to such terms in the Purchase
        Agreement.

       

       

      [SIGNATURE
        PAGE FOLLOWS]

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



       

      IN
        WITNESS WHEREOF, the parties have caused this Agreement to be executed by
        their
        duly authorized officers as of the date first above written.

       

      


      
        	
                GREENWICH
                  CAPITAL FINANCIAL PRODUCTS, INC.

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 
	 
	 
	
                FINANCIAL
                  ASSET SECURITIES CORP.

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 
	 
	 
	
                AAMES
                  CAPITAL CORPORATION

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

      


      Mortgage
        Loan Schedule

      


      AVAILABLE
        UPON REQUEST 

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


    

    
      

        
           
ASSIGNMENT
          AND RECOGNITION AGREEMENT

         

        THIS
          ASSIGNMENT AND RECOGNITION AGREEMENT, dated July 13, 2006, (“Agreement”)
          among
          Greenwich Capital Financial Products, Inc. (“Assignor”),
          Financial Asset Securities Corp. (“Assignee”)
          and
          Countrywide Home Loans, Inc. (the “Company”):

         

        For
          and
          in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
          consideration the receipt and sufficiency of which hereby are acknowledged,
          and
          of the mutual covenants herein contained, the parties hereto hereby agree
          as
          follows:

         

        Assignment
          and Conveyance

        


        1. The
          Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
          (x) all of the right, title and interest of the Assignor, as purchaser,
          in, to
          and under (a) those certain Mortgage Loans listed as being originated by
          the
          Company on the schedule (the “Mortgage
          Loan Schedule”)
          attached hereto as Exhibit A (the “Mortgage
          Loans”)
          and
          (b) except as described below, that certain Master Mortgage Loan Purchase
          and
          Servicing Agreement dated as of March 1, 2004, as amended (the “Purchase
          Agreement”),
          between the Assignor, as purchaser (the “Purchaser”),
          and
          the Company, as seller, solely insofar as the Purchase Agreement relates
          to the
          Mortgage Loans and (y) other than as provided below with respect to the
          enforcement of representations and warranties, none of the obligations
          of the
          Assignor under the Purchase Agreement. 

         

        The
          Assignor specifically reserves and does not assign to the Assignee hereunder
          any
          and all right, title and interest in, to and under and any obligations
          of the
          Assignor with respect to any mortgage loans subject to the Purchase Agreement
          which are not the Mortgage Loans set forth on the Mortgage Loan Schedule
          and are
          not the subject of this Agreement.

        


        Recognition
          of the Company

        


        2. From
          and
          after the date hereof, the Company shall and does hereby recognize that
          the
          Assignee will transfer the Mortgage Loans and assign its rights under the
          Purchase Agreement (solely to the extent set forth herein) and this Agreement
          to
          Soundview Home Loan Trust 2006-A (the “Trust”)
          created pursuant to a Pooling and Servicing Agreement, dated as of June
          1, 2006
          (the “Pooling
          Agreement”),
          among
          the Assignee, Litton Loan Servicing LP as servicer (including their successors
          in interest and any successor servicers under the Pooling Agreement, the
          “Servicer”) and Deutsche Bank National Trust Company, as trustee (including its
          successors in interest and any successor trustees under the Pooling Agreement,
          the “Trustee”). The Company hereby acknowledges and agrees that from and after
          the date hereof (i) the Trust will be the owner of the Mortgage Loans,
          (ii) the Company shall look solely to the Trust for performance of any
          obligations of the Assignor insofar as they relate to the enforcement of
          the
          representations, warranties and covenants with respect to the Mortgage
          Loans,
          (iii) the Trust (including the Trustee acting on the Trust’s behalf) shall
          have all the rights and remedies available to the Assignor, insofar as
          they
          relate to the Mortgage Loans, under the Purchase Agreement, including,
          without
          limitation, the enforcement of the document delivery requirements and remedies
          with respect to breaches of representations and warranties set forth in
          the
          Purchase Agreement, and shall be entitled to enforce all of the obligations
          of
          the Company thereunder insofar as they relate to the Mortgage Loans, and
          (iv) all references to the Purchaser (insofar as they relate to the rights,
          title and interest and, with respect to obligations of the Purchaser, only
          insofar as they relate to the enforcement of the representations, warranties
          and
          covenants of the Company) or the Custodian under the Purchase Agreement
          insofar
          as they relate to the Mortgage Loans, shall be deemed to refer to the Trust
          (including the Trustee acting on the Trust’s behalf). Neither the Company nor
          the Assignor shall amend or agree to amend, modify, waiver, or otherwise
          alter
          any of the terms or provisions of the Purchase Agreement which amendment,
          modification, waiver or other alteration would in any way affect the Mortgage
          Loans or the Company’s performance under the Purchase Agreement with respect to
          the Mortgage Loans without the prior written consent of the
          Trustee.

        


        Representations
          and Warranties of the Company

        


        3. The
          Company warrants and represents to the Assignor, the Assignee and the Trust
          as
          of the date hereof that:

        


        (a) The
          Company is duly organized, validly existing and in good standing under
          the laws
          of the jurisdiction of its incorporation;

        


        (b) The
          Company has full power and authority to execute, deliver and perform its
          obligations under this Agreement and has full power and authority to perform
          its
          obligations under the Purchase Agreement. The execution by the Company
          of this
          Agreement is in the ordinary course of the Company’s business and will not
          conflict with, or result in a breach of, any of the terms, conditions or
          provisions of the Company’s charter or bylaws or any legal restriction, or any
          material agreement or instrument to which the Company is now a party or
          by which
          it is bound, or result in the violation of any law, rule, regulation, order,
          judgment or decree to which the Company or its property is subject. The
          execution, delivery and performance by the Company of this Agreement have
          been
          duly authorized by all necessary corporate action on part of the Company.
          This
          Agreement has been duly executed and delivered by the Company, and, upon
          the due
          authorization, execution and delivery by the Assignor and the Assignee,
          will
          constitute the valid and legally binding obligation of the Company, enforceable
          against the Company in accordance with its terms except as enforceability
          may be
          limited by bankruptcy, reorganization, insolvency, moratorium or other
          similar
          laws now or hereafter in effect relating to creditors’ rights generally, and by
          general principles of equity regardless of whether enforceability is considered
          in a proceeding in equity or at law; 

        


        (c) No
          consent, approval, order or authorization of, or declaration, filing or
          registration with, any governmental entity is required to be obtained or
          made by
          the Company in connection with the execution, delivery or performance by
          the
          Company of this Agreement; and

        


        (d) There
          is
          no action, suit, proceeding or investigation pending or, to the Company’s
          knowledge, threatened against the Company, before any court, administrative
          agency or other tribunal, which would draw into question the validity of
          this
          Agreement or the Purchase Agreement, or which, either in any one instance
          or in
          the aggregate, would result in any material adverse change in the ability
          of the
          Company to perform its obligations under this Agreement or the Purchase
          Agreement, and the Company is solvent.

         

        4. Pursuant
          to Section 12 of the Purchase Agreement, the Company hereby represents
          and
          warrants, for the benefit of the Assignor, the Assignee and the Trust,
          that the
          representations and warranties set forth in Sections 7.01 and 7.02 of the
          Purchase Agreement, were true and correct as of the related Closing Date
          (as
          defined in the Purchase Agreement).

        


        5. The
          Assignor hereby makes the following representations, warranties and covenants
          as
          of the date hereof:

        (a)
           To
          the
          best of the Assignor’s knowledge, nothing has occurred in the period of time
          from the related Closing Date (as defined in the Purchase Agreement) to
          the date
          hereof which would cause such representation and warranties referred to
          in
          Section 4 herein to be untrue in any material respect as of the date
          hereof;

        


        (b) Each
          Mortgage Loan at the time it was made complied in all material respects
          with
          applicable local, state, and federal laws, including, but not limited to,
          all
          applicable predatory and abusive and/or usury lending laws;

        


        (c) None
          of
          the mortgage loans are High Cost as defined by any applicable predatory
          and
          abusive lending laws; and

        


        (d) No
          Mortgage Loan is a high cost loan or a covered loan, as applicable (as
          such
          terms are defined in the then current Standard & Poor’s LEVELS Glossary,
          Appendix E);

        


        (e) No
          Mortgage Loans originated on or before October 1, 2002 through March 6,
          2003 is
          governed by the Georgia Fair Lending Act; and

        


        (f) As
          of
          October 30, 2006 and any date thereafter, except with respect to 0.75%
          of the
          Mortgage Loans (by aggregate principal balance of the Mortgage Loans),
          each
          Mortgage Loan will be a “qualified mortgage” under Section 860G(a)(3) of the
          Code.

        


        Remedies
          for Breach of Representations and Warranties

        


        6. The
          Company hereby acknowledges and agrees that the remedies available to the
          Assignor, the Assignee and the Trust (including the Trustee and the Servicer
          acting on the Trust’s behalf) in connection with any breach of the
          representations and warranties made by the Company set forth in Sections
          3 and 4
          hereof shall be as set forth in Subsection 7.03 of the Purchase Agreement
          as if
          they were set forth herein (including without limitation the repurchase
          and
          indemnity obligations set forth therein);
          provided, however, with respect to any representation of the Company which
          materially and adversely affects the interests of any Prepayment Charge,
          the
          Company shall pay the amount of the scheduled Prepayment Charge by remitting
          such amount to the Servicer for deposit into the Collection Account in
          respect
          of such Prepayment Charge.

        


        The
          Assignor hereby acknowledges and agrees that the remedies available to
          the
          Assignee and the Trust (including the Trustee and the Servicers acting
          on the
          Trust’s behalf) in connection with any breach of the representations and
          warranties made by the Assignor set forth in Section 5 hereof shall be
          as set
          forth in Section 2.03 of the Pooling Agreement as if they were set forth
          herein.
With
          respect to the representations and warranties contained herein that are
          made to
          the knowledge or the best knowledge of the Assignor or as to which the
          Assignor
          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 Assignee or the Assignee’s, designee or transferee, then
          notwithstanding the Assignor’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 Assignor shall take
          such
          action described above in Section 5 of this Agreement.

         

        Miscellaneous

        


        7. This
          Agreement shall be construed in accordance with the laws of the State of
          New
          York, without regard to conflicts of law principles, and the obligations,
          rights
          and remedies of the parties hereunder shall be determined in accordance
          with
          such laws. 

        


         

        8. No
          term
          or provision of this Agreement may be waived or modified unless such waiver
          or
          modification is in writing and signed by the party against whom such waiver
          or
          modification is sought to be enforced, with the prior written consent of
          the
          Trustee. 

         

        9. This
          Agreement shall inure to the benefit of (i) the successors and assigns
          of the
          parties hereto and (ii) the Trust (including the Trustee acting on the
          Trust’s
          behalf). Any entity into which Assignor, Assignee or Company may be merged
          or
          consolidated shall, without the requirement for any further writing, be
          deemed
          Assignor, Assignee or Company, respectively, hereunder. 

         

        10. Each
          of
          this Agreement and the Purchase Agreement shall survive the conveyance
          of the
          Mortgage Loans and the assignment of the Purchase Agreement (to the extent
          assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
          and
          nothing contained herein shall supersede or amend the terms of the Purchase
          Agreement. 

         

        11. This
          Agreement may be executed simultaneously in any number of counterparts.
          Each
          counterpart shall be deemed to be an original and all such counterparts
          shall
          constitute one and the same instrument. 

         

        12. In
          the
          event that any provision of this Agreement conflicts with any provision
          of the
          Purchase Agreement with respect to the Mortgage Loans, the terms of this
          Agreement shall control. 

         

        13. Capitalized
          terms used in this Agreement (including the exhibits hereto) but not defined
          in
          this Agreement shall have the meanings given to such terms in the Purchase
          Agreement.

         

         

        [SIGNATURE
          PAGE FOLLOWS]

        



        
          
            
              


              


            

            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        



         

        IN
          WITNESS WHEREOF, the parties have caused this Agreement to be executed
          by their
          duly authorized officers as of the date first above written.

         

        


        
          	
                  GREENWICH
                    CAPITAL FINANCIAL PRODUCTS, INC.

                
	 	 
	
                  By:

                	 
	
                  Name:

                	 
	
                  Title:

                	 
	 
	 
	
                  FINANCIAL
                    ASSET SECURITIES CORP.

                
	 	 
	
                  By:

                	 
	
                  Name:

                	 
	
                  Title:

                	 
	 
	 
	
                   

                  COUNTRYWIDE
                    HOME LOANS, INC. 

                
	 	 
	
                  By:

                	 
	
                  Name:

                	 
	
                  Title:

                	 


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          A

        


        Mortgage
          Loan Schedule

        


        AVAILABLE
          UPON REQUEST

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      

        ASSIGNMENT
          AND RECOGNITION AGREEMENT

         

        THIS
          ASSIGNMENT AND RECOGNITION AGREEMENT, dated July 13, 2006, (“Agreement”)
          among
          Greenwich Capital Financial Products, Inc. (“Assignor”),
          Financial Asset Securities Corp. (“Assignee”)
          and
          Fremont Investment & Loan (the “Company”):

         

        For
          and
          in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
          consideration the receipt and sufficiency of which hereby are acknowledged,
          and
          of the mutual covenants herein contained, the parties hereto hereby agree
          as
          follows:

         

        Assignment
          and Conveyance

        


        1.           
          The
          Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
          (x) all of the right, title and interest of the Assignor, as purchaser,
          in, to
          and under (a) those certain Mortgage Loans listed as being originated by
          the
          Company on the schedule (the “Mortgage
          Loan Schedule”)
          attached hereto as Exhibit A (the “Mortgage
          Loans”)
          and
          (b) except as described below, that certain Master
          Mortgage Loan Purchase and Interim Servicing Agreement dated as of March
          1,
          2004,
          as
          amended (the “Purchase
          Agreement”),
          between the Assignor, as initial purchaser (the “Purchaser”),
          and
          the Company, as seller and interim servicer, solely insofar as the Purchase
          Agreement relates to the Mortgage Loans and (y) other than as provided
          below
          with respect to the enforcement of representations and warranties, none
          of the
          obligations of the Assignor under the Purchase Agreement. Notwithstanding
          the
          foregoing, however, such assignment shall not include any Servicing Rights
          with
          respect to the Mortgage Loans.

         

        The
          Assignor specifically reserves and does not assign to the Assignee hereunder
          any
          and all right, title and interest in, to and under and any obligations
          of the
          Assignor with respect to any mortgage loans subject to the Purchase Agreement
          which are not the mortgage loans set forth on the Mortgage Loan Schedule
          and are
          not the subject of this Agreement.

        


        Recognition
          of the Company

        


        2.           
          From
          and
          after the date hereof, the Company shall and does hereby recognize that
          the
          Assignee will transfer the Mortgage Loans and assign its rights under the
          Purchase Agreement (solely to the extent set forth herein) and this Agreement
          to
          Soundview Home Loan Trust 2006-A (the “Trust”) created pursuant to a Pooling and
          Servicing Agreement, dated as of June 1, 2006 (the “Pooling Agreement”),
among
          the
          Assignee, Litton Loan Servicing LP as servicer (including their successors
          in
          interest and any successor servicers under the Pooling Agreement, the
“Servicer”) and Deutsche Bank National Trust Company, as trustee (including its
          successors in interest and any successor trustees under the Pooling Agreement,
          the “Trustee”). The
          Company hereby acknowledges and agrees that from and after the date hereof
          (i) the Trust will be the owner of the Mortgage Loans, (ii) the
          Company shall look solely to the Trust for performance of any obligations
          of the
          Assignor insofar as they relate to the enforcement of the representations,
          warranties and covenants with respect to the Mortgage Loans, (iii) the
          Trust (including the Trustee and the Servicers acting on the Trust’s behalf)
          shall have all the rights and remedies available to the Assignor, insofar
          as
          they relate to the Mortgage Loans, under the Purchase Agreement, including,
          without limitation, the enforcement of the document delivery requirements
          and
          remedies with respect to breaches of representations and warranties set
          forth in
          the Purchase Agreement, and shall be entitled to enforce all of the obligations
          of the Company thereunder insofar as they relate to the Mortgage Loans,
          and
          (iv) all references to the Purchaser (insofar as they relate to the rights,
          title and interest and, with respect to obligations of the Purchaser, only
          insofar as they relate to the enforcement of the representations, warranties
          and
          covenants of the Company) or the Custodian under the Purchase Agreement
          insofar
          as they relate to the Mortgage Loans, shall be deemed to refer to the Trust
          (including the Trustee and the Servicers acting on the Trust’s behalf). Neither
          the Company nor the Assignor shall amend or agree to amend, modify, waiver,
          or
          otherwise alter any of the terms or provisions of the Purchase Agreement
          which
          amendment, modification, waiver or other alteration would in any way affect
          the
          Mortgage Loans or the Company’s performance under the Purchase Agreement with
          respect to the Mortgage Loans without the prior written consent of the
          Trustee.

         

        Representations
          and Warranties of the Company

        


        3.            
          The
          Company warrants and represents to the Assignor, the Assignee and the Trust
          as
          of the date hereof that:

         

        (a) The
          Company is duly organized, validly existing and in good standing under
          the laws
          of the jurisdiction of its incorporation;

         

        (b) The
          Company has full power and authority to execute, deliver and perform its
          obligations under this Agreement and has full power and authority to perform
          its
          obligations under the Purchase Agreement. The execution by the Company
          of this
          Agreement is in the ordinary course of the Company’s business and will not
          conflict with, or result in a breach of, any of the terms, conditions or
          provisions of the Company’s charter or bylaws or any legal restriction, or any
          material agreement or instrument to which the Company is now a party or
          by which
          it is bound, or result in the violation of any law, rule, regulation, order,
          judgment or decree to which the Company or its property is subject. The
          execution, delivery and performance by the Company of this Agreement have
          been
          duly authorized by all necessary corporate action on part of the Company.
          This
          Agreement has been duly executed and delivered by the Company, and, upon
          the due
          authorization, execution and delivery by the Assignor and the Assignee,
          will
          constitute the valid and legally binding obligation of the Company, enforceable
          against the Company in accordance with its terms except as enforceability
          may be
          limited by bankruptcy, reorganization, insolvency, moratorium or other
          similar
          laws now or hereafter in effect relating to creditors’ rights generally, and by
          general principles of equity regardless of whether enforceability is considered
          in a proceeding in equity or at law; 

         

        (c) No
          consent, approval, order or authorization of, or declaration, filing or
          registration with, any governmental entity is required to be obtained or
          made by
          the Company in connection with the execution, delivery or performance by
          the
          Company of this Agreement;

         

        (d) There
          is
          no action, suit, proceeding or investigation pending or threatened against
          the
          Company, before any court, administrative agency or other tribunal, which
          would
          draw into question the validity of this Agreement or the Purchase Agreement,
          or
          which, either in any one instance or in the aggregate, would result in
          any
          material adverse change in the ability of the Company to perform its obligations
          under this Agreement or the Purchase Agreement, and the Company is solvent;
          

         

        4.            Pursuant
          to Section 12 of the Purchase Agreement, the Company hereby represents and
          warrants, for the benefit of the Assignor, the Assignee and the Trust,
          that the
          representations and warranties (i) set forth in Sections 7.02 (i), (ii),
          (iii),
          (iv), (v), (vi), (xvii), (xix), (xxiii), (xxiv), (xli), (liii) and (lxviii)
          of
          the Agreement are true and correct as of the date that the Mortgage Loans
          were
          purchased from the Company, (ii) set forth in Section 7.01 of the Agreement
          are
          true and correct as of the date hereof, and (iii) set forth in Section
          7.02 of
          the Agreement (other than those listed in clause (i) herein) are true and
          correct as of the date that the Company transferred the servicing of the
          Mortgage Loans, except that the representation and warranty set forth in
          Section 7.02(i) of the Agreement shall, for purposes of this Agreement,
          relate to the Mortgage Loan Schedule attached hereto.

         

        5.           
          The
          Assignor hereby makes the following representations, warranties and covenants
          as
          of the date hereof:

         

        (a) To
          the
          best of the Assignor’s knowledge, nothing has occurred in the period of time
          from the date that servicing was transferred by the Company to the date
          hereof
          which would cause such representation and warranties referred to in Section
          4
          herein to be untrue in any material respect as of the date hereof;
          and

         

        (b) Each
          Mortgage Loan at the time it was made complied in all material respects
          with
          applicable local, state, and federal laws, including, but not limited to,
          all
          applicable predatory and abusive lending laws;

         

        (c) None
          of
          the mortgage loans are High Cost as defined by any applicable predatory
          and
          abusive and/or usury lending laws; and

         

        (d) No
          Mortgage Loan is a high cost loan or a covered loan, as applicable (as
          such
          terms are defined in the then current Standard & Poor’s LEVELS Glossary,
          Appendix E);

         

        (e) No
          Mortgage Loans originated on or before October 1, 2002 through March 6,
          2003 is
          governed by the Georgia Fair Lending Act; and

         

        (f) As
          of
          October 30, 2006 and any date thereafter, except with respect to 0.75%
          of the
          Mortgage Loans (by aggregate principal balance of the Mortgage Loans),
          each
          Mortgage Loan will be a “qualified mortgage” under Section 860G(a)(3) of the
          Code.

         

        


         

        Remedies
          for Breach of Representations and Warranties

        


        6.          
          The
          Company hereby acknowledges and agrees that the remedies available to the
          Assignor, the Assignee and the Trust (including the Trustee and the Servicers
          acting on the Trust’s behalf) in connection with any breach of the
          representations and warranties made by the Company set forth in Sections
          3 and 4
          hereof shall be as set forth in Subsection 7.03 of the Purchase Agreement
          as if
          they were set forth herein (including without limitation the repurchase
          and
          indemnity obligations set forth therein).

         

        The
          Assignor hereby acknowledges and agrees that the remedies available to
          the
          Assignee and the Trust (including the Trustee and the Servicers acting
          on the
          Trust’s behalf) in connection with any breach of the representations and
          warranties made by the Assignor set forth in Section 5 hereof shall be
          as set
          forth in Section 2.03 of the Pooling Agreement as if they were set forth
          herein.
With
          respect to the representations and warranties contained herein that are
          made to
          the knowledge or the best knowledge of the Assignor or as to which the
          Assignor
          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 Assignee or the Assignee’s, designee or transferee, then
          notwithstanding the Assignor’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 Assignor shall take
          such
          action described above in Section 5 of this Agreement.

         

        Miscellaneous

        


        7.           
           This
          Agreement shall be construed in accordance with the laws of the State of
          New
          York, without regard to conflicts of law principles, and the obligations,
          rights
          and remedies of the parties hereunder shall be determined in accordance
          with
          such laws. 

         

        8.           
          No
          term
          or provision of this Agreement may be waived or modified unless such waiver
          or
          modification is in writing and signed by the party against whom such waiver
          or
          modification is sought to be enforced, with the prior written consent of
          the
          Trustee. 

         

        9.           
          This
          Agreement shall inure to the benefit of (i) the successors and assigns
          of the
          parties hereto and (ii) the Trust (including the Trustee and the Servicers
          acting on the Trust’s behalf). Any entity into which Assignor, Assignee or
          Company may be merged or consolidated shall, without the requirement for
          any
          further writing, be deemed Assignor, Assignee or Company, respectively,
          hereunder.

         

        10.          
          Each
          of
          this Agreement and the Purchase Agreement shall survive the conveyance
          of the
          Mortgage Loans and the assignment of the Purchase Agreement (to the extent
          assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
          and
          nothing contained herein shall supersede or amend the terms of the Purchase
          Agreement.

         

        11.         
          This
          Agreement may be executed simultaneously in any number of counterparts.
          Each
          counterpart shall be deemed to be an original and all such counterparts
          shall
          constitute one and the same instrument. 

         

        12.          In
          the
          event that any provision of this Agreement conflicts with any provision
          of the
          Purchase Agreement with respect to the Mortgage Loans, the terms of this
          Agreement shall control. 

         

        13.         
          Capitalized
          terms used in this Agreement (including the exhibits hereto) but not defined
          in
          this Agreement shall have the meanings given to such terms in the Purchase
          Agreement.

         

         

        [SIGNATURE
          PAGE FOLLOWS]

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



         

        IN
          WITNESS WHEREOF, the parties have caused this Agreement to be executed
          by their
          duly authorized officers as of the date first above written.

         

        

          
            	 	
                    GREENWICH CAPITAL FINANCIAL 

                    PRODUCTS, INC.

                  
	 	 	 
	 	
                    By:

                  	 
	 	
                    Name:

                  	 
	 	
                    Title:

                  	 


          

          

            
              	 	
                      FINANCIAL ASSET SECURITIES 

                      CORP.

                    
	 	 	 
	 	
                      By:

                    	 
	 	
                      Name:

                    	 
	 	
                      Title:

                    	 


            

            

              
                	 	
                        FREMONT INVESTMENT & LOAN

                      
	 	 	 
	 	
                        By:

                      	 
	 	
                        Name:

                      	 
	 	
                        Title:

                      	 


              

              

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                



            

          

        

        EXHIBIT
          A

        


        Mortgage
          Loan Schedule

        


        AVAILABLE
          UPON REQUEST 

        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

      

      

        ASSIGNMENT
          AGREEMENT

         

        THIS
          ASSIGNMENT AGREEMENT, dated July 13, 2006, (“Agreement”)
          between Greenwich Capital Financial Products, Inc. (“Assignor”),
          Financial Asset Securities Corp. (“Assignee”):

         

        For
          and
          in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
          consideration the receipt and sufficiency of which hereby are acknowledged,
          and
          of the mutual covenants herein contained, the parties hereto hereby agree
          as
          follows:

         

        Assignment
          and Conveyance

        


        1. The
          Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
          (x) all of the right, title and interest of the Assignor, as purchaser,
          in, to
          and under (a) those certain Mortgage Loans listed as being originated by
          Long
          Beach Mortgage Company (the “Company”) on the schedule (the “Mortgage
          Loan Schedule”)
          attached hereto as Exhibit A (the “Mortgage
          Loans”)
          and
          (b) except as described below, that certain Mortgage Loan Purchase and
          Interim
          Servicing Agreement dated as of April 1, 2005 as amended (the “Purchase
          Agreement”),
          between the Assignor, as purchaser (the “Purchaser”),
          and
          the Company, as seller, solely insofar as the Purchase Agreement relates
          to the
          Mortgage Loans and (y) other than as provided below with respect to the
          enforcement of representations and warranties, none of the obligations
          of the
          Assignor under the Purchase Agreement. Notwithstanding the foregoing, however,
          such assignment shall not include any Servicing Rights with respect to
          the
          Mortgage Loans.

         

        The
          Assignor specifically reserves and does not assign to the Assignee hereunder
          any
          and all right, title and interest in, to and under and any obligations
          of the
          Assignor with respect to any mortgage loans subject to the Purchase Agreement
          which are not the Mortgage Loans set forth on the Mortgage Loan Schedule
          and are
          not the subject of this Agreement.

        


        2. The
          Assignor hereby makes the following representations, warranties and covenants
          as
          of the date hereof:

        


        (a) To
          the
          best of the Assignor’s knowledge, nothing has occurred in the period of time
          from the related Closing Date (as defined in the Purchase Agreement) to
          the date
          hereof which would cause the representations and warranties of the Company
          set
          forth in Sections 3.1 and 3.2 of the Purchase Agreement to be untrue in
          any
          material respect as of the date hereof; 

        


        (b) 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
          state law or ordinance similar to HOEPA; 

        


        (c) Each
          Mortgage Loan at the time it was made complied in all material respects
          with
          applicable local, state, and federal laws, including, but not limited to,
          all
          applicable predatory and abusive lending laws; 

        


        (d) None
          of
          the mortgage loans are High Cost as defined by any applicable predatory
          and
          abusive and/or usury lending laws; 

        


        (e) No
          Mortgage Loan is a high cost loan or a covered loan, as applicable (as
          such
          terms are defined in the then current Standard & Poor’s LEVELS Glossary,
          Appendix E); and

        


        (f) As
          of
          October 30, 2006 and any date thereafter, except with respect to 0.75%
          of the
          Mortgage Loans (by aggregate principal balance of the Mortgage Loans),
          each
          Mortgage Loan will be a “qualified mortgage” under Section 860G(a)(3) of the
          Code.

         

        Remedies
          for Breach of Representations and Warranties

        


        3. The
          Assignor hereby acknowledges and agrees that the remedies available to
          the
          Assignee and the Trust (including the Trustee and the Servicers acting
          on the
          Trust’s behalf) in connection with any breach of the representations and
          warranties made by the Assignor set forth in Section 3 hereof shall be
          as set
          forth in Section 2.03 of the Pooling Agreement as if they were set forth
          herein.
          With respect to the representations and warranties contained herein that
          are
          made to the knowledge or the best knowledge of the Assignor or as to which
          the
          Assignor 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 Assignee or the Assignee’s, designee or transferee, then
          notwithstanding the Assignor’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 Assignor shall take
          such
          action described above in Section 3 of this Agreement.

         

        Miscellaneous

        


        4. This
          Agreement shall be construed in accordance with the laws of the State of
          New
          York, without regard to conflicts of law principles, and the obligations,
          rights
          and remedies of the parties hereunder shall be determined in accordance
          with
          such laws. 

         

        5. No
          term
          or provision of this Agreement may be waived or modified unless such waiver
          or
          modification is in writing and signed by the party against whom such waiver
          or
          modification is sought to be enforced, with the prior written consent of
          the
          Trustee. 

         

        6. This
          Agreement shall inure to the benefit of (i) the successors and assigns
          of the
          parties hereto and (ii) the Trust (including the Trustee and the Servicer
          acting
          on the Trust’s behalf). Any entity into which Assignor, Assignee or Company may
          be merged or consolidated shall, without the requirement for any further
          writing, be deemed Assignor, Assignee or Company, respectively, hereunder.
          

         

        7. Each
          of
          this Agreement and the Purchase Agreement shall survive the conveyance
          of the
          Mortgage Loans and the assignment of the Purchase Agreement (to the extent
          assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
          and
          nothing contained herein shall supersede or amend the terms of the Purchase
          Agreement. 

         

        8. This
          Agreement may be executed simultaneously in any number of counterparts.
          Each
          counterpart shall be deemed to be an original and all such counterparts
          shall
          constitute one and the same instrument. 

         

        9. In
          the
          event that any provision of this Agreement conflicts with any provision
          of the
          Purchase Agreement with respect to the Mortgage Loans, the terms of this
          Agreement shall control. 

         

        10. Capitalized
          terms used in this Agreement (including the exhibits hereto) but not defined
          in
          this Agreement shall have the meanings given to such terms in the Purchase
          Agreement.

         

         

        [SIGNATURE
          PAGE FOLLOWS]

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



         

        IN
          WITNESS WHEREOF, the parties have caused this Agreement to be executed
          by their
          duly authorized officers as of the date first above written.

         

        


        
          	 	 	 	 	 	 	 	
                  GREENWICH
                    CAPITAL FINANCIAL

                  PRODUCTS,
                    INC.

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        

         

        


        
          	 	 	 	 	 	 	 	
                  FINANCIAL
                    ASSET SECURITIES CORP.

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	
                   

                
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        

        


        


        Acknowledged:

        


        
          	
                  LONG
                    BEACH MORTGAGE COMPANY

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  By:

                	 	 	 
	
                  Name:

                	 	 	 	 	 	 	 	 
	
                  Title:

                	 	 	 	 	 	 	 	 


        

        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        EXHIBIT
          A

        


        Mortgage
          Loan Schedule

        


        AVAILABLE
          UPON REQUEST 

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

       

      

        ASSIGNMENT
          AND RECOGNITION AGREEMENT

        


        THIS
          ASSIGNMENT AND RECOGNITION AGREEMENT, dated July 13, 2006, (“Agreement”)
          among
          Greenwich Capital Financial Products, Inc. (“Assignor”),
          Financial Asset Securities Corp. (“Assignee”)
          and NC
          Capital Corp. (the “Company”):

         

        For
          and
          in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
          consideration the receipt and sufficiency of which hereby are acknowledged,
          and
          of the mutual covenants herein contained, the parties hereto hereby agree
          as
          follows:

         

         

        Assignment
          and Conveyance

         

        1. The
          Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
          (x) all of the right, title and interest of the Assignor, as purchaser,
          in, to
          and under (a) those certain Mortgage Loans listed as being originated by
          the
          Company on the schedule (the “Mortgage
          Loan Schedule”)
          attached hereto as Exhibit A (the “Mortgage
          Loans”)
          and
          (b) except as described below, that certain Master Mortgage Loan Purchase
          and
          Interim Servicing Agreement dated as of April 1, 2005, as amended (the
          “Purchase
          Agreement”),
          between the Assignor, as purchaser (the “Purchaser”),
          and
          the Company, as seller, solely insofar as the Purchase Agreement relates
          to the
          Mortgage Loans and (y) other than as provided below with respect to the
          enforcement of representations and warranties, none of the obligations
          of the
          Assignor under the Purchase Agreement.

         

        The
          Assignor specifically reserves and does not assign to the Assignee hereunder
          any
          and all right, title and interest in, to and under and any obligations
          of the
          Assignor with respect to any mortgage loans subject to the Purchase Agreement
          which are not the Mortgage Loans set forth on the Mortgage Loan Schedule
          and are
          not the subject of this Agreement.

         

         

        Recognition
          of the Company

         

        2. From
          and
          after the date hereof, the Company shall and does hereby recognize that
          the
          Assignee will transfer the Mortgage Loans and assign its rights under the
          Purchase Agreement (solely to the extent set forth herein) and this Agreement
          to
          Soundview Home Loan Trust 2006-A (the “Trust”)
          created pursuant to a Pooling and Servicing Agreement, dated as of June
          1, 2006
          (the “Pooling
          Agreement”),
          among
          the Assignee, Countrywide Home Loans Servicing LP, GMAC Mortgage Corporation
          and
          Litton Loan Servicing LP as servicers (including their successors in interest
          and any successor servicers under the Pooling Agreement, the “Servicers”) and
          Deutsche Bank National Trust Company, as trustee (including its successors
          in
          interest and any successor trustees under the Pooling Agreement, the “Trustee”).
          The Company hereby acknowledges and agrees that from and after the date
          hereof
          (i) the Trust will be the owner of the Mortgage Loans, (ii) the
          Company shall look solely to the Trust for performance of any obligations
          of the
          Assignor insofar as they relate to the enforcement of the representations,
          warranties and covenants with respect to the Mortgage Loans, (iii) the
          Trust (including the Trustee acting on the Trust’s behalf) shall have all the
          rights and remedies available to the Assignor, insofar as they relate to
          the
          Mortgage Loans, under the Purchase Agreement, including, without limitation,
          the
          enforcement of the document delivery requirements and remedies with respect
          to
          breaches of representations and warranties set forth in the Purchase Agreement,
          and shall be entitled to enforce all of the obligations of the Company
          thereunder insofar as they relate to the Mortgage Loans, and (iv) all
          references to the Purchaser (insofar as they relate to the rights, title
          and
          interest and, with respect to obligations of the Purchaser, only insofar
          as they
          relate to the enforcement of the representations, warranties and covenants
          of
          the Company) or the Custodian under the Purchase Agreement insofar as they
          relate to the Mortgage Loans, shall be deemed to refer to the Trust (including
          the Trustee acting on the Trust’s behalf). Neither the Company nor the Assignor
          shall amend or agree to amend, modify, waiver, or otherwise alter any of
          the
          terms or provisions of the Purchase Agreement which amendment, modification,
          waiver or other alteration would in any way affect the Mortgage Loans or
          the
          Company’s performance under the Purchase Agreement with respect to the Mortgage
          Loans without the prior written consent of the Trustee.

         

         

        Representations
          and Warranties of the Company

         

        3. The
          Company warrants and represents to the Assignor, the Assignee and the Trust
          as
          of the date hereof that:

         

        (a) The
          Company is duly organized, validly existing and in good standing under
          the laws
          of the jurisdiction of its incorporation;

         

        (b) The
          Company has full power and authority to execute, deliver and perform its
          obligations under this Agreement and has full power and authority to perform
          its
          obligations under the Purchase Agreement. The execution by the Company
          of this
          Agreement is in the ordinary course of the Company’s business and will not
          conflict with, or result in a breach of, any of the terms, conditions or
          provisions of the Company’s charter or bylaws or any legal restriction, or any
          material agreement or instrument to which the Company is now a party or
          by which
          it is bound, or result in the violation of any law, rule, regulation, order,
          judgment or decree to which the Company or its property is subject. The
          execution, delivery and performance by the Company of this Agreement have
          been
          duly authorized by all necessary corporate action on part of the Company.
          This
          Agreement has been duly executed and delivered by the Company, and, upon
          the due
          authorization, execution and delivery by the Assignor and the Assignee,
          will
          constitute the valid and legally binding obligation of the Company, enforceable
          against the Company in accordance with its terms except as enforceability
          may be
          limited by bankruptcy, reorganization, insolvency, moratorium or other
          similar
          laws now or hereafter in effect relating to creditors’ rights generally, and by
          general principles of equity regardless of whether enforceability is considered
          in a proceeding in equity or at law;

         

        (c) No
          consent, approval, order or authorization of, or declaration, filing or
          registration with, any governmental entity is required to be obtained or
          made by
          the Company in connection with the execution, delivery or performance by
          the
          Company of this Agreement; and

         

        (d) There
          is
          no action, suit, proceeding or investigation pending or threatened against
          the
          Company, before any court, administrative agency or other tribunal, which
          would
          draw into question the validity of this Agreement or the Purchase Agreement,
          or
          which, either in any one instance or in the aggregate, would result in
          any
          material adverse change in the ability of the Company to perform its obligations
          under this Agreement or the Purchase Agreement, and the Company is
          solvent.

         

        4. Pursuant
          to (and subject to the time periods set forth in) Section 12 of the Purchase
          Agreement, the Company hereby represents and warrants, for the benefit
          of the
          Assignor, the Assignee and the Trust, that the representations and warranties
          set forth in Sections 7.01 and 7.02 of the Purchase Agreement, are true
          and
          correct as of the date hereof as if such representations and warranties
          were
          made on the date hereof, except that the representation and warranty set
          forth
          in Section 7.02(i) shall, for purposes of this Agreement, relate to the
          Mortgage
          Loan Schedule attached hereto.

         

        5. The
          Assignor hereby makes the following representations, warranties and covenants
          as
          of the date hereof:

         

        (a)
           To
          the
          best of the Assignor’s knowledge, nothing has occurred in the period of time
          from the related Closing Date (as defined in the Purchase Agreement) to
          the date
          hereof which would cause such representation and warranties referred to
          in
          Section 4 herein to be untrue in any material respect as of the date hereof;
          

         

        (b) Each
          Mortgage Loan at the time it was made complied in all material respects
          with
          applicable local, state, and federal laws, including, but not limited to,
          all
          applicable predatory and abusive and/or usury lending laws;

         

        (c) None
          of
          the mortgage loans are High Cost as defined by any applicable predatory
          and
          abusive lending laws;

         

        (d) No
          Mortgage Loan is a high cost loan or a covered loan, as applicable (as
          such
          terms are defined in the then current Standard & Poor’s LEVELS Glossary,
          Appendix E); and

         

        (e) As
          of
          October 30, 2006 and any date thereafter, except with respect to 0.75%
          of the
          Mortgage Loans (by aggregate principal balance of the Mortgage Loans),
          each
          Mortgage Loan will be a “qualified mortgage” under Section 860G(a)(3) of the
          Code.

         

         

        Remedies
          for Breach of Representations and Warranties

         

        6. The
          Company hereby acknowledges and agrees that the remedies available to the
          Assignor, the Assignee and the Trust (including the Trustee and the Servicer
          acting on the Trust’s behalf) in connection with any breach of the
          representations and warranties made by the Company set forth in Sections
          3 and 4
          hereof shall be as set forth in Subsection 7.03 of the Purchase Agreement
          as if
          they were set forth herein (including without limitation the repurchase
          and
          indemnity obligations set forth therein).

         

        The
          Assignor hereby acknowledges and agrees that the remedies available to
          the
          Assignee and the Trust (including the Trustee and the Servicers acting
          on the
          Trust’s behalf) in connection with any breach of the representations and
          warranties made by the Assignor set forth in Section 5 hereof shall be
          as set
          forth in Section 2.03 of the Pooling Agreement as if they were set forth
          herein.
With
          respect to the representations and warranties contained herein that are
          made to
          the knowledge or the best knowledge of the Assignor or as to which the
          Assignor
          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 Assignee or the Assignee’s, designee or transferee, then
          notwithstanding the Assignor’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 Assignor shall take
          such
          action described above in Section 5 of this Agreement.

         

         

        Miscellaneous

         

        7. This
          Agreement shall be construed in accordance with the laws of the State of
          New
          York, without regard to conflicts of law principles, and the obligations,
          rights
          and remedies of the parties hereunder shall be determined in accordance
          with
          such laws.

         

        8. No
          term
          or provision of this Agreement may be waived or modified unless such waiver
          or
          modification is in writing and signed by the party against whom such waiver
          or
          modification is sought to be enforced, with the prior written consent of
          the
          Trustee.

         

        9. This
          Agreement shall inure to the benefit of (i) the successors and assigns
          of the
          parties hereto and (ii) the Trust (including the Trustee and the Servicer
          acting
          on the Trust’s behalf). Any entity into which Assignor, Assignee or Company may
          be merged or consolidated shall, without the requirement for any further
          writing, be deemed Assignor, Assignee or Company, respectively,
          hereunder.

         

        10. Each
          of
          this Agreement and the Purchase Agreement shall survive the conveyance
          of the
          Mortgage Loans and the assignment of the Purchase Agreement (to the extent
          assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
          and
          nothing contained herein shall supersede or amend the terms of the Purchase
          Agreement.

         

        11. This
          Agreement may be executed simultaneously in any number of counterparts.
          Each
          counterpart shall be deemed to be an original and all such counterparts
          shall
          constitute one and the same instrument.

         

        12. In
          the
          event that any provision of this Agreement conflicts with any provision
          of the
          Purchase Agreement with respect to the Mortgage Loans, the terms of this
          Agreement shall control.

         

        13. Capitalized
          terms used in this Agreement (including the exhibits hereto) but not defined
          in
          this Agreement shall have the meanings given to such terms in the Purchase
          Agreement.

         

        [SIGNATURE
          PAGE FOLLOWS]

        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          




         

        IN
          WITNESS WHEREOF, the parties have caused this Agreement to be executed
          by their
          duly authorized officers as of the date first above written.

         

        

          
            	 	
                    GREENWICH
                      CAPITAL FINANCIAL 

                    PRODUCTS,
                      INC.

                  
	 	 	 
	 	
                    By:

                  	 
	 	
                    Name:

                  	 
	 	
                    Title:

                  	 


          

          

            
              	 	
                      FINANCIAL
                        ASSET SECURITIES CORP.

                    
	 	 	 
	 	
                      By:

                    	 
	 	
                      Name:

                    	 
	 	
                      Title:

                    	 


            

            

              
                	 	
                        NC
                          CAPITAL CORP.

                      
	 	 	 
	 	
                        By:

                      	 
	 	
                        Name:

                      	 
	 	
                        Title:

                      	 


              

              

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                



            

          

        

        EXHIBIT
          A

        


        Mortgage
          Loan Schedule

        


        AVAILABLE
          UPON REQUEST


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        SCHEDULE
          I

        


        Capitalized
          terms used in this Schedule I but not defined in this Agreement shall have
          the
          meanings given to such terms in the Purchase Agreement.

         

        1. The
          information set forth in the related Mortgage Loan Schedule is complete,
          true
          and correct in all respects as of the Cut-Off Date;

         

        2. The
          Mortgage Loan is in compliance with all requirements set forth in the related
          Confirmation, and the characteristics of the related Mortgage Loan Package
          as
          set forth in the related Confirmation are true and correct, provided, however,
          that in the event of any conflict between the terms of any Confirmation
          and this
          Agreement, the terms of this Agreement shall control; 

         

        3. All
          payments required to be made up to the close of business on the Closing
          Date for
          such Mortgage Loan under the terms of the Mortgage Note have been made,
          neither
          the Seller nor the Interim Servicer 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 by the Mortgagor
          thereunder since the origination of the Mortgage Loan;

         

        4. There
          are
          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;

         

        5. 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, or in
          the
          process of being recorded in the applicable public recording office if
          necessary
          to maintain the lien priority of the Mortgage, and which have been delivered
          or
          will be delivered to the Custodian on behalf of the Purchaser; the substance
          of
          any such waiver, alteration or modification has been approved by the insurer
          under the Primary Insurance Policy, if any, and the title insurer, to the
          extent
          required by the related policy, and is reflected on the related 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 Primary
          Insurance
          Policy, if any, and the title insurer, to the extent required by the policy,
          and
          which assumption agreement has been delivered to the Custodian and the
          terms of
          which are reflected in the related Mortgage Loan Schedule;

         

        6. 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.
          Each
          Prepayment Charge or penalty with respect to any Mortgage Loan is permissible,
          enforceable and collectible under applicable federal, state and local
          law;

         

        7. All
          buildings upon the Mortgaged Property are insured by an insurer acceptable
          to
          FNMA and FHLMC against loss by fire, hazards of extended coverage and such
          other
          hazards as are customary in the area where the Mortgaged Property is located,
          pursuant to insurance policies conforming to the requirements of the Servicing
          Addendum. All such insurance policies contain a standard mortgagee clause
          naming
          the Interim Servicer, 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 FNMA and FHLMC. 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;

         

        8. 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;

         

        9. The
          Mortgage has not been satisfied, cancelled, 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;

         

        10. The
          Mortgage (including any Negative Amortization which may arise thereunder)
          is a
          valid, existing and enforceable first or second (as indicated on the Mortgage
          Loan Schedule) 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 Appraised Value of the Mortgaged Property, (c) to the extent
          the
          Mortgage Loan is a second lien Mortgage Loan, the related first lien on
          the
          Mortgaged Property; and (d) 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 or
          second (as indicated on the Mortgage Loan Schedule) lien and first or second
          (as
          indicated on the Mortgage Loan Schedule) priority security interest on
          the
          property described therein and the Seller has full right to sell and assign
          the
          same to the Purchaser, subject to (a)-(d) above. The Mortgaged Property
          was not,
          as of the date of origination of the Mortgage Loan, subject to a mortgage,
          deed
          of trust, deed to secure debt or other security instrument creating a lien
          subordinate to the lien of the Mortgage;

         

        11. 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, except as such enforcement may be limited by bankruptcy, insolvency,
          reorganization, moratorium or other similar laws affecting the enforcement
          of
          creditors’ rights generally and by law;

         

        12. 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;

         

        13. 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. 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;

         

        14. The
          Seller is the sole legal, beneficial and equitable owner of the Mortgage
          Note
          and the Mortgage and has full right to transfer and sell the Mortgage Loan
          to
          the Purchaser free and clear of any encumbrance, equity, lien, pledge,
          charge,
          claim or security interest;

         

        15. All
          parties which have had any interest in the Mortgage Loan, whether as mortgagee,
          assignee, pledgee or otherwise, are (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;

         

        16. The
          Mortgage Loan is covered by an American Land Title Association (“ALTA”) lender’s
          title insurance policy (which, in the case of an Adjustable Rate Mortgage
          Loan
          has an adjustable rate mortgage endorsement in the form of ALTA 6.0 or
          6.1),
          issued by a title insurer acceptable to FNMA and FHLMC and qualified to
          do
          business in the jurisdiction where the Mortgaged Property is located, insuring
          (subject to the exceptions contained in (x)(a) and (b) above) the Interim
          Servicer, its successors and assigns as to the first or second (as indicated
          on
          the Mortgage Loan Schedule) priority lien of the Mortgage in the original
          principal amount of the Mortgage Loan (including, if the Mortgage Loan
          provides
          for negative amortization, the maximum amount of Negative Amortization
          in
          accordance with the Mortgage) and, with respect to any Adjustable Rate
          Mortgage
          Loan, 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 Interest Rate, Monthly Payment and Negative Amortization provisions
          of the Mortgage Note. 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 Interim Servicer 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 Interim Servicer, has done, by act or omission, anything which would
          impair
          the coverage of such lender's title insurance policy;

         

        17. There
          is
          no default, breach, violation or event of acceleration existing under the
          Mortgage or the Mortgage Note and, to the Seller’s or the Interim Servicer’s
          knowledge, 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 neither the Seller nor the Interim
          Servicer has not waived any default, breach, violation or event of acceleration.
          With respect to each Second Lien Mortgage Loan (i) the First Lien Mortgage
          Loan
          is in full force and effect, (ii) to of Seller’s knowledge, there is no default,
          breach, violation or event of acceleration existing under such first lien
          Mortgage or the related Mortgage Note, (iii) 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 thereunder,
          (iv) either (A) the first lien Mortgage contains a provision which allows
          or (B)
          applicable law requires, the Mortgagee under the Second Lien Mortgage Loan
          to
          receive notice of, and affords such Mortgagee an opportunity to cure any
          default
          by payment in full or otherwise under the first lien Mortgage, and (v)
          either no
          consent for the Mortgage Loan is required by the holder of the first lien
          or
          such consent has been obtained and is contained in the Mortgage
          File;

         

        18. 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;

         

        19. As
          of the
          date of origination of the Mortgage Loan, all improvements which were considered
          in determining the Appraised 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 encroach upon the Mortgaged
          Property;

         

        20. The
          Mortgage Loan was originated by the Seller 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 HUD;

         

        21. Principal
          payments on the Mortgage Loan shall commence (with respect to any newly
          originated Mortgage Loans) or commenced no more than sixty days after the
          proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest
          at the Mortgage Interest Rate. With respect to each Mortgage Loan which
          is not a
          Negative Amortization Loan, the Mortgage Note is payable on the first day
          of
          each month in Monthly Payments, which, in the case of a Fixed Rate Mortgage
          Loans, are sufficient to fully amortize the original principal balance
          over the
          original term thereof (other than with respect to a Mortgage Loan identified
          on
          the related Mortgage Loan Schedule as an interest-only Mortgage Loan during
          the
          interest-only period) and to pay interest at the related Mortgage Interest
          Rate,
          and, in the case of an Adjustable Rate Mortgage Loan, are changed on each
          Adjustment Date, and in any case, are sufficient to fully amortize the
          original
          principal balance over the original term thereof (other than with respect
          to a
          Mortgage Loan identified on the related Mortgage Loan Schedule as an
          interest-only Mortgage Loan during the interest-only period) and to pay
          interest
          at the related Mortgage Interest Rate. With respect to each Negative
          Amortization Mortgage Loan, the related Mortgage Note requires a Monthly
          Payment
          which is sufficient during the period following each Payment Adjustment
          Date, to
          fully amortize the outstanding principal balance as of the first day of
          such
          period (including any Negative Amortization) over the remaining term of
          such
          Mortgage Note and to pay interest at the related Mortgage Interest Rate;
          provided, that the Monthly Payment shall not increase to an amount that
          exceeds
          107.5% of the amount of the Monthly Payment that was due immediately prior
          to
          the Payment Adjustment Date; provided, further, that the payment adjustment
          cap
          shall not be applicable with respect to the adjustment made to the Monthly
          Payment that occurs in a year in which the Mortgage Loan has been outstanding
          for a multiple of 5 years and in any such year the Monthly Payment shall
          be
          adjusted to fully amortize the Mortgage Loan over the remaining term. With
          respect to each Mortgage Loan identified on the Mortgage Loan Schedule
          as an
          interest-only Mortgage Loan, the interest-only period shall not exceed
          ten (10)
          years (or such other period specified on the Mortgage Loan Schedule) and
          following the expiration of such interest-only period, the remaining Monthly
          Payments shall be sufficient to fully amortize the original principal balance
          over the remaining term of the Mortgage Loan and to pay interest at the
          related
          Mortgage Interest Rate. The Index for each Adjustable Rate Mortgage Loan
          is as
          defined in the related Confirmation. No Mortgage Loan is a Convertible
          Mortgage
          Loan;

         

        22. The
          origination, servicing and collection practices used with respect to each
          Mortgage Note and Mortgage including, without limitation, the establishment,
          maintenance and servicing of the Escrow Accounts and Escrow Payments, if
          any,
          since origination, 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 Interim Servicer 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 Interim Servicer 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 Interim Servicer have been capitalized under any Mortgage
          or
          the related Mortgage Note and no such escrow deposits or Escrow Payments
          are
          being held by the Interim Servicer for any work on a Mortgaged Property
          which
          has not been completed;

         

        23. The
          Mortgaged Property is free of material damage and waste and there is no
          proceeding pending for the total or partial condemnation thereof;

         

        24. 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. 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 subject to
          applicable federal and state laws and judicial precedent with respect to
          bankruptcy and rights of redemption. The Mortgagor has not notified either
          the
          Seller or the Interim Servicer and neither the Seller nor the Interim Servicer
          has any knowledge of any relief requested or allowed to the Mortgagor under
          the
          Servicemembers Civil Relief Act;

         

        25. The
          Mortgage Loan was underwritten in accordance with the Interim Servicer’s
          Underwriting Guidelines in effect at the time the Mortgage Loan was originated;
          and the Mortgage Note and Mortgage are on forms acceptable to prudent mortgage
          lending institutions in the secondary market;

         

        26. 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
          (x) above;

         

        27. The
          Mortgage File contains an appraisal of the related Mortgaged Property which
          was
          (a) with respect to each First Lien Mortgage Loan, was on appraisal form
          1004 or
          form 2055 with an interior inspection, or (b) with respect to each Second
          Lien
          Mortgage Loan, was on appraisal form 704, 1004, 2065 or 2055 with an exterior
          only inspection, and (c) with respect to (a) or (b) above was made and
          signed,
          prior to the approval of the Mortgage Loan application, by a qualified
          appraiser, duly appointed by the Seller or the Interim Servicer, 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 FNMA
          and FHLMC. Each appraisal of the Mortgage Loan was made in accordance with
          the
          relevant provisions of the Financial Institutions Reform, Recovery, and
          Enforcement Act of 1989;

         

        28. 
          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;

         

        29. 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 Interim Servicer, 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;

         

        30. 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 fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans,
          and
          adjustable rate mortgage loans in the case of Adjustable Rate Mortgage
          Loans and
          rescission materials with respect to Refinanced Mortgage Loans, and such
          statement is and will remain in the Mortgage File;

         

        31. 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;

         

        32. Neither
          the Seller, nor the Interim Servicer has any knowledge of any circumstances
          or
          condition with respect to the Mortgage, the Mortgaged Property, the Mortgagor
          or
          the Mortgagor’s credit standing that can reasonably be expected to cause the
          Mortgage Loan to be an unacceptable investment, cause the Mortgage Loan
          to
          become delinquent, or adversely affect the value of the Mortgage Loan,
          in each
          instance taking into account the relative Underwriting Guidelines applicable
          to
          the related Mortgagor;

         

        33. 
          No
          Mortgage Loan had an LTV at origination in excess of 100%. With respect
          to any
          Mortgage Loan which allows negative amortization, such Primary Insurance
          Policy
          contains provisions to cover the potential negative amortization of such
          Mortgage Loan. All provisions of such Primary Insurance Policy have been
          and are
          being complied with, such policy is in full force and effect, and all premiums
          due thereunder have been paid. Any Mortgage subject to any such Primary
          Insurance Policy obligates the Mortgagor thereunder to maintain such insurance
          and to pay all premiums and charges in connection therewith. The Mortgage
          Interest Rate for the Mortgage Loan does not include any such insurance
          premium;

         

        34. 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;

         

        35. 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 of the Mortgage Loan or in
          the
          application of any insurance in relation to such Mortgage Loan;

         

        36. As
          to any
          Mortgage Loan that is not a MOM Loan, the Assignment of Mortgage is in
          recordable form (except with respect to the name of Assignee) and is acceptable
          for recording under the laws of the jurisdiction in which the Mortgaged
          Property
          is located; 

         

        37. Any
          principal advances made to the Mortgagor after the date of origination
          of the
          Mortgage Loan but prior to the Cut-off 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 FNMA or FHLMC. The consolidated principal
          amount does not exceed the original principal amount of the Mortgage Loan
          plus
          any Negative Amortization;

         

        38. No
          Mortgage Loan has a balloon payment feature;

         

        39. 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 the eligibility
          requirements of FNMA and FHLMC;

         

        40. The
          source of the down payment with respect to each Mortgage Loan has been
          fully
          verified by the Seller, if required by the Underwriting Guidelines;

         

        41. Interest
          on each Mortgage Loan is calculated on the basis of a 360-day year consisting
          of
          twelve 30-day months;

         

        42. The
          Mortgaged Property is in material compliance with all applicable environmental
          laws pertaining to environmental hazards including, without limitation,
          asbestos, and neither the Seller, the Interim Servicer nor, to the Seller’s or
          the Interim Servicer’s knowledge, the related Mortgagor, has received any notice
          of any violation or potential violation of such law;

         

        43. The
          Seller shall, at its own expense, cause each Mortgage Loan to be covered
          by a
          Tax Service Contract which is assignable to the Purchaser or its designee;
          provided however, that if the Seller fails to purchase such Tax Service
          Contract, the Seller shall be required to reimburse the Purchaser for all
          costs
          and expenses incurred by the Purchaser in connection with the purchase
          of any
          such Tax Service Contract;

         

        44. Each
          Mortgage Loan is covered by a Flood Zone Service Contract which is assignable
          to
          the Purchaser or its designee or, for each Mortgage Loan not covered by
          such
          Flood Zone Service Contract, the Seller agrees to purchase such Flood Zone
          Service Contract;

         

        45. No
          Mortgage Loan is (a) subject to the provisions of the Homeownership and
          Equity
          Protection Act of 1994 as amended (“HOEPA”), (b) a “high cost” mortgage loan,
“covered” mortgage loan, “high risk home” mortgage loan or “predatory” mortgage
          loan or any other comparable term, no matter how defined under any federal,
          state or local law, (c) subject to any comparable federal, state or local
          statutes or regulations, or any other statute or regulation providing for
          heightened regulatory scrutiny or assignee liability to holders of such
          mortgage
          loans, or (d) a High Cost Loan or Covered Loan, as applicable (as such
          terms are
          defined in the current Standard & Poor’s LEVELS® Glossary Revised, Appendix
          E);

         

        46. No
          predatory or deceptive lending practices, including but not limited to,
          the
          extension of credit to a mortgagor without regard for the mortgagor’s ability to
          repay the Mortgage Loan and the extension of credit to a mortgagor which
          has no
          apparent benefit to the mortgagor, were employed in connection with the
          origination of the Mortgage Loan;

         

        47. The
          debt-to-income ratio of the related Mortgagor was not greater than 60%
          at the
          origination of the related Mortgage Loan;

         

        48. No
          Mortgagor was required to purchase any credit insurance product (e.g.,
          life,
          mortgage, disability, accident, unemployment or health insurance product)
          or
          debt cancellation agreement as a condition of obtaining the extension of
          credit.
          No Mortgagor obtained a prepaid single premium credit life, mortgage,
          disability, accident, unemployment or health insurance product in connection
          with the origination of the Mortgage Loan. No proceeds from any Mortgage
          Loan
          were used to purchase single premium credit insurance policies as part
          of the
          origination of, or as a condition to closing, such Mortgage Loan;

         

        49. The
          Mortgage Loans were not selected from the outstanding one to four-family
          mortgage loans in the Seller’s portfolio at the related Closing Date as to which
          the representations and warranties set forth in this Agreement could be
          made in
          a manner so as to affect adversely the interests of the Purchaser;

         

        50. The
          Mortgage contains an enforceable provision for the acceleration of the
          payment
          of the unpaid principal balance of the related Mortgage Loan in the event
          that
          the related Mortgaged Property is sold or transferred without the prior
          written
          consent of the mortgagee thereunder, except as such enforcement may be
          limited
          by bankruptcy, insolvency, reorganization, moratorium or other similar
          laws
          affecting the enforcement of creditors’ rights generally and by
          law;

         

        51. The
          Mortgage Loan complies with all applicable consumer credit statutes and
          regulations, including, without limitation, the respective Uniform Consumer
          Credit Code laws in effect in Alabama, Colorado, Idaho, Indiana, Iowa,
          Kansas,
          Maine, Oklahoma, South Carolina, Utah, West Virginia and Wyoming, has been
          originated by a properly licensed entity, and in all other respects, complies
          with all of the material requirements of any such applicable laws; 

         

        52. The
          information set forth in the Prepayment Charge Schedule is complete, true
          and
          correct in all material respects and each Prepayment Charge is permissible,
          enforceable and collectable under applicable federal and state law as of
          the
          applicable Closing Date (except to the extent that the enforceability thereof
          may be limited by bankruptcy, insolvency, moratorium, receivership and
          other
          similar laws relating to creditors’ rights generally or the collectability
          thereof may be limited due to acceleration in connection with a
          foreclosure);

         

        53. The
          Mortgage Loan was not prepaid in full prior to the Closing Date and the
          Seller
          has not received notification from a Mortgagor that a prepayment in full
          shall
          be made after the Closing Date;

         

        54. No
          Mortgage Loan is secured by cooperative housing, commercial property or
          mixed
          use property;

         

        55. Except
          as
          set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans
          are
          subject to a prepayment penalty. For any Mortgage Loan originated prior
          to
          October 1, 2002 that is subject to a prepayment penalty, such prepayment
          penalty does not extend beyond five years after the date of origination.
          For any
          Mortgage Loan originated on or following October 1, 2002 that is subject to
          a prepayment penalty, such prepayment penalty does not extend beyond three
          years
          after the date of origination. With respect to any Mortgage Loan that contains
          a
          provision permitting imposition of a premium upon a prepayment prior to
          maturity: (i) prior to the Mortgage Loan’s origination, the Mortgagor agreed to
          such premium in exchange for a monetary benefit, including but not limited
          to a
          rate or fee reduction, (ii) prior to the Mortgage Loan’s origination, the
          Mortgagor was offered the option of obtaining a Mortgage Loan that did
          not
          require payment of such a premium, (iii) the prepayment premium is disclosed
          to
          the Mortgagor in the loan documents pursuant to applicable state and federal
          law, and (iv) notwithstanding any state or federal law to the contrary,
          the
          Interim Servicer shall not impose such prepayment premium in any instance
          when
          the mortgage debt is accelerated as the result of the Mortgagor’s default in
          making the loan payments;

         

        56. The
          Seller and the Iinterim Servicer have complied with all applicable anti-money
          laundering laws and regulations, including without limitation the USA Patriot
          Act of 2001 (collectively, the “Anti-Money Laundering Laws”); the Seller and the
          Interim Servicer have established an anti-money laundering compliance program
          as
          required by the Anti-Money Laundering Laws, has conducted the requisite
          due
          diligence in connection with the origination of each Mortgage Loan for
          purposes
          of the Anti-Money Laundering Laws, including with respect to the legitimacy
          of
          the applicable Mortgagor and the origin of the assets used by the said
          Mortgagor
          to purchase the property in question, and maintains, and will maintain,
          sufficient information to identify the applicable Mortgagor for purposes
          of the
          Anti-Money Laundering Laws. No Mortgage Loan is subject to nullification
          pursuant to Executive Order 13224 (the “Executive Order”) or the regulations
          promulgated by the Office of Foreign Assets Control of the United States
          Department of the Treasury (the “OFAC Regulations”) or in violation of the
          Executive Order or the OFAC Regulations, and no Mortgagor is subject to
          the
          provisions of such Executive Order or the OFAC Regulations nor listed as
          a
“blocked person” for purposes of the OFAC Regulations;

         

        57. No
          Mortgagor was encouraged or required to select a Mortgage Loan product
          offered
          by the Seller which is a higher cost product designed for less creditworthy
          borrowers, unless at the time of the related Mortgage Loan’s 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 Seller or any
          affiliate of the Seller. If, at the time of loan application, the Mortgagor
          may
          have qualified for a for a lower cost credit product then offered by any
          mortgage lending affiliate of the Seller, the Seller referred the Mortgagor’s
          application to such affiliate for underwriting consideration;

         

        58. 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;

         

        59. With
          respect to each Mortgage Loan, the Seller 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 and
          the
          Seller for each Loan will furnish, in accordance with the Fair Credit Reporting
          Act and its implementing regulations, accurate and complete information
          on its
          borrower credit files to Equifax, Experian, and Trans Union Credit Information
          Company, on a monthly basis;

         

        60. All
          points and fees related to each Mortgage Loan were disclosed in writing
          to the
          related Borrower in accordance with applicable state and federal law and
          regulation. Except as set forth on the Mortgage Loan Schedule, 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 such Mortgage Loan were disclosed in writing to the related Mortgagor
          in
          accordance with applicable state and federal laws and regulations;

         

        61. The
          Interim Servicer will transmit full-file credit reporting data for each
          Mortgage
          Loan pursuant to Fannie Mae Guide Announcement 95-19 and for each Mortgage
          Loan,
          Interim Servicer agrees it shall report one of the following statuses each
          month
          as follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
          foreclosed, or charged-off;

         

        62. Each
          Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
          the Code and Treasury Regulation Section 1.860G-2(a)(1); 

         

        63. No
          Mortgage Loan is secured by real property or secured by a manufactured
          home
          located in the state of Georgia unless (x) such Mortgage Loan was originated
          prior to October 1, 2002 or after March 6, 2003, or (y) the property
          securing the Mortgage Loan is not, nor will be, occupied by the Mortgagor
          as the
          Mortgagor’s principal dwelling. No Mortgage Loan is a “High Cost Home Loan” as
          defined in the Georgia Fair Lending Act, as amended (the “Georgia Act”). Each
          Mortgage Loan that is a “Home Loan” under the Georgia Act complies with all
          applicable provisions of the Georgia Act. No Mortgage Loan secured by owner
          occupied real property or an owner occupied manufactured home located in
          the
          State of Georgia was originated (or modified) on or after October 1, 2002
          through and including March 6, 2003;

         

        64. No
          Mortgage Loan is a “High-Cost” loan as defined under the New York Banking Law
          Section 6-1, effective as of April 1, 2003;

         

        65. No
          Mortgage Loan secured by real property located in the State of New York;
          (a) had
          an unpaid principal balance at origination of $300,000 or less, and (b)
          has an
          application date on or after April 1, 2003, the terms of which Mortgage
          Loan
          equal or exceed either the APR or the points and fees threshold for “high-cost
          home loans”, as defined in Section 6-1 of the New York State Banking
          Law;

         

        66. No
          Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan
          Protection Act effective July 16, 2003 (Act 1340 or 2003);

         

        67. No
          Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky high-cost
          loan statute effective June 24, 2003 (Ky. Rev. Stat. Section
          360.100);

         

        68. No
          Mortgage Loan secured by property located in the State of Nevada is a “home
          loan” as defined in the Nevada Assembly Bill No. 284;

         

        69. No
          Mortgage Loan is a “manufactured housing loan” or “home improvement home loan”
pursuant to the New Jersey Home Ownership Act. No Mortgage Loan is a “High-Cost
          Home Loan” or a refinanced “Covered Home Loan,” in each case, as defined in the
          New Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46;10B-22
          et
          seq.);

         

        70. No
          Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership
          and
          Equity protection Act;

         

        71. No
          Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
          Protection Act effective January 1, 2004 (N.M. Stat. Ann. §§ 58-21A-1 et
          seq.);

         

        72. No
          Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
          Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
          seq.);

         

        73. No
          Mortgage Loan originated in the City of Los Angeles is subject to the City
          of
          Los Angeles California Ordinance 175008 as a “home loan”;

         

        74. No
          Mortgage Loan originated in the City of Oakland is subject to the City
          of
          Oakland, California Ordinance 12361 as a “home loan”;

         

        75. No
          Loan
          that is secured by property located within the State of Maine meets the
          definition of a (i) “high-rate, high-fee” mortgage loan under Article VIII,
          Title 9-A of the Maine Consumer Credit Code or (ii) “High-Cost Home Loan” as
          defined under the Maine House Bill 383 L.D. 494, effective as of September
          13,
          2003;

         

        76. With
          respect to any Loan for which a mortgage loan application was submitted
          by the
          Mortgagor after April 1, 2004, no such Loan secured by Mortgaged Property
          in the
          State of Illinois which has a Loan Interest Rate in excess of 8.0% per
          annum has
          lender-imposed fees (or other charges) in excess of 3.0% of the original
          principal balance of the Loan;

         

        77. 
          No
          Mortgage Loan secured by a Mortgaged Property located in the Commonwealth
          of
          Massachusetts was made to pay off or refinance an existing loan or other
          debt of
          the related borrower (as the term “borrower” is defined in the regulations
          promulgated by the Massachusetts Secretary of State in connection with
          Massachusetts House Bill 4880 (2004)) unless either (1) (a) the related
          Mortgage
          Interest Rate (that would be effective once the introductory rate expires,
          with
          respect to Adjustable Rate Mortgage Loans) did or would not exceed by more than
          2.25% the yield on United States Treasury securities having comparable
          periods
          of maturity to the maturity of the related Mortgage Loan as of the fifteenth
          day
          of the month immediately preceding the month in which the application for
          the
          extension of credit was received by the related lender or (b) the Mortgage
          Loan
          is an “open-end home loan” (as such term is used in the Massachusetts House Bill
          4880 (2004)) and the related Mortgage Note provides that the related Mortgage
          Interest Rate may not exceed at any time the Prime rate index as published
          in
          The Wall Street Journal plus a margin of one percent, or (2) such Mortgage
          Loan
          is in the "borrower's interest," as documented by a "borrower's interest
          worksheet" for the particular Mortgage Loan, which worksheet incorporates
          the
          factors set forth in Massachusetts House Bill 4880 (2004) and the regulations
          promulgated thereunder for determining "borrower's interest," and otherwise
          complies in all material respects with the laws of the Commonwealth of
          Massachusetts;

         

        78. 
          No Loan
          is a “High Cost Home Loan” governed by the Indiana Home Loan Practices Act, Ind.
          Code Ann. §§ 24-9-1-1 et seq.;

         

        79. The
          Mortgagor has not made or caused to be made any payment in the nature of
          an
“average” or “yield spread premium” to a mortgage broker or a like Person which
          has not been fully disclosed to the Mortgagor;

         

        80. The
          sale
          or transfer of the Mortgage Loan by the Seller complies with all applicable
          federal, state, and local laws, rules, and regulations governing such sale
          or
          transfer, including, without limitation, the Fair and Accurate Credit
          Transactions Act (“FACT Act”) and the Fair Credit Reporting Act, each as may be
          amended from time to time, and the Seller has not received any actual or
          constructive notice of any identity theft, fraud, or other misrepresentation
          in
          connection with such Mortgage Loan or any party thereto;

         

        81. With
          respect to each MOM Loan, a MIN has been assigned by MERS and such MIN
          is
          accurately provided on the Mortgage Loan Schedule. The related Assignment
          of
          Mortgage to MERS has been duly and properly recorded, or has been delivered
          for
          recording to the applicable recording office;

         

        82. With
          respect to each MOM Loan, Seller has not received any notice of liens or
          legal
          actions with respect to such Mortgage Loan and no such notices have been
          electronically posted by MERS; 

         

        83. With
          respect to each Mortgage Loan, neither the related Mortgage nor the related
          Mortgage Note requires the Mortgagor to submit to arbitration to resolve
          any
          dispute arising out of or relating in any way to the Mortgage Loan transaction;
          and

         

        84. No
          Mortgage Loan secured by a Mortgage Property located in the State of Illinois
          is
          in violation of the provisions of the Illinois Interest Act, including
          Section
          4.1a which provides that no such Mortgage Loan with a Mortgage Interest
          Rate in
          excess of 8.0% per annum has lender-imposed fees (or other charges) in
          excess of
          3.0% of the original principal balance of the Mortgage Loan.

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

        ASSIGNMENT
          AND RECOGNITION AGREEMENT

         

        THIS
          ASSIGNMENT AND RECOGNITION AGREEMENT, dated July 13, 2006, (“Agreement”)
          among
          Greenwich Capital Financial Products, Inc. (“Assignor”),
          Financial Asset Securities Corp. (“Assignee”)
          and
          WMC Mortgage Corp. (the “Company”):

         

        For
          and
          in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
          consideration the receipt and sufficiency of which hereby are acknowledged,
          and
          of the mutual covenants herein contained, the parties hereto hereby agree
          as
          follows:

         

        Assignment
          and Conveyance

        


        1. The
          Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
          (x) all of the right, title and interest of the Assignor, as purchaser,
          in, to
          and under (a) those certain Mortgage Loans listed as being originated by
          the
          Company on the schedule (the “Mortgage
          Loan Schedule”)
          attached hereto as Exhibit A (the “Mortgage
          Loans”)
          and
          (b) except as described below, that certain Master Mortgage Loan Purchase
          and
          Interim Servicing Agreement dated as of November 1, 2004, as amended (the
          “Purchase
          Agreement”),
          between the Assignor, as purchaser (the “Purchaser”),
          and
          the Company, as seller, solely insofar as the Purchase Agreement relates
          to the
          Mortgage Loans and (y) other than as provided below with respect to the
          enforcement of representations and warranties, none of the obligations
          of the
          Assignor under the Purchase Agreement.

         

        The
          Assignor specifically reserves and does not assign to the Assignee hereunder
          any
          and all right, title and interest in, to and under and any obligations
          of the
          Assignor with respect to any mortgage loans subject to the Purchase Agreement
          which are not the Mortgage Loans set forth on the Mortgage Loan Schedule
          and are
          not the subject of this Agreement.

        


        Recognition
          of the Company

        


        2. From
          and
          after the date hereof, the Company shall and does hereby recognize that
          the
          Assignee will transfer the Mortgage Loans and assign its rights under the
          Purchase Agreement (solely to the extent set forth herein) and this Agreement
          to
          Soundview Home Loan Trust 2006-A (the “Trust”)
          created pursuant to a Pooling and Servicing Agreement, dated as of June
          1, 2006
          (the “Pooling
          Agreement”),
          among
          the Assignee, Countrywide Home Loans Servicing LP, GMAC Mortgage Corporation
          and
          Litton Loan Servicing LP as servicers (including their successors in interest
          and any successor servicers under the Pooling Agreement, the “Servicers”) and
          Deutsche Bank National Trust Company, as trustee (including its successors
          in
          interest and any successor trustees under the Pooling Agreement, the “Trustee”).
          The Company hereby acknowledges and agrees that from and after the date
          hereof
          (i) the Trust will be the owner of the Mortgage Loans, (ii) the
          Company shall look solely to the Trust for performance of any obligations
          of the
          Assignor insofar as they relate to the enforcement of the representations,
          warranties and covenants with respect to the Mortgage Loans, (iii) the
          Trust (including the Trustee acting on the Trust’s behalf) shall have all the
          rights and remedies available to the Assignor, insofar as they relate to
          the
          Mortgage Loans, under the Purchase Agreement, including, without limitation,
          the
          enforcement of the document delivery requirements and remedies with respect
          to
          breaches of representations and warranties set forth in the Purchase Agreement,
          and shall be entitled to enforce all of the obligations of the Company
          thereunder insofar as they relate to the Mortgage Loans, and (iv) all
          references to the Purchaser (insofar as they relate to the rights, title
          and
          interest and, with respect to obligations of the Purchaser, only insofar
          as they
          relate to the enforcement of the representations, warranties and covenants
          of
          the Company) or the Custodian under the Purchase Agreement insofar as they
          relate to the Mortgage Loans, shall be deemed to refer to the Trust (including
          the Trustee acting on the Trust’s behalf). Neither the Company nor the Assignor
          shall amend or agree to amend, modify, waiver, or otherwise alter any of
          the
          terms or provisions of the Purchase Agreement which amendment, modification,
          waiver or other alteration would in any way affect the Mortgage Loans or
          the
          Company’s performance under the Purchase Agreement with respect to the Mortgage
          Loans without the prior written consent of the Trustee.

        


        Representations
          and Warranties of the Company

        


        3. The
          Company warrants and represents to the Assignor, the Assignee and the Trust
          as
          of the date hereof that:

        


        (a) The
          Company is duly organized, validly existing and in good standing under
          the laws
          of the jurisdiction of its incorporation;

        


        (b) The
          Company has full power and authority to execute, deliver and perform its
          obligations under this Agreement and has full power and authority to perform
          its
          obligations under the Purchase Agreement. The execution by the Company
          of this
          Agreement is in the ordinary course of the Company’s business and will not
          conflict with, or result in a breach of, any of the terms, conditions or
          provisions of the Company’s charter or bylaws or any legal restriction, or any
          material agreement or instrument to which the Company is now a party or
          by which
          it is bound, or result in the violation of any law, rule, regulation, order,
          judgment or decree to which the Company or its property is subject. The
          execution, delivery and performance by the Company of this Agreement have
          been
          duly authorized by all necessary corporate action on part of the Company.
          This
          Agreement has been duly executed and delivered by the Company, and, upon
          the due
          authorization, execution and delivery by the Assignor and the Assignee,
          will
          constitute the valid and legally binding obligation of the Company, enforceable
          against the Company in accordance with its terms except as enforceability
          may be
          limited by bankruptcy, reorganization, insolvency, moratorium or other
          similar
          laws now or hereafter in effect relating to creditors’ rights generally, and by
          general principles of equity regardless of whether enforceability is considered
          in a proceeding in equity or at law; 

        


        (c) No
          consent, approval, order or authorization of, or declaration, filing or
          registration with, any governmental entity is required to be obtained or
          made by
          the Company in connection with the execution, delivery or performance by
          the
          Company of this Agreement; and

        


        (d) There
          is
          no action, suit, proceeding or investigation pending or, to the Company’s
          knowledge, threatened against the Company, before any court, administrative
          agency or other tribunal, which would draw into question the validity of
          this
          Agreement or the Purchase Agreement, or which, either in any one instance
          or in
          the aggregate, would result in any material adverse change in the ability
          of the
          Company to perform its obligations under this Agreement or the Purchase
          Agreement, and the Company is solvent.

        


        4. Pursuant
          to Section 12 of the Purchase Agreement, the Company hereby represents
          and
          warrants, for the benefit of the Assignor, the Assignee and the Trust,
          that the
          representations and warranties set forth in Sections 7.01 and 7.02 of the
          Purchase Agreement, are true and correct as of the date hereof as if such
          representations and warranties were made on the date hereof, except that
          (a) the
          representation and warranty set forth in Section 7.02(a) shall, for purposes
          of
          this Agreement, relate to the Mortgage Loan Schedule attached hereto and
          (b) the
          representations and warranties set forth in Section 7.02 (iii), (iv), (vi),
          (viii), (x), (xi), (xvii), (xviii), (xix), (xxiii), the second and third
          sentences of (xxiv) and (xxvi) are made as of the Servicing Transfer Date
          for
          each Mortgage Loan (if the Servicing Transfer Date is prior to the date
          hereof)
          and (c) the representations and warranties set forth in Section 7.02(xv)
          and
          (xlix) are made as of the related Closing Date (as defined in the Purchase
          Agreement).

         

        5. The
          Assignor hereby makes the following representations, warranties and covenants
          as
          of the date hereof:

         

        (a)
           To
          the
          best of the Assignor’s knowledge, nothing has occurred in the period of
          time
          from the
          Servicing Transfer Date for any Mortgage Loan to the date hereof which
          would
          cause the representations and warranties set forth Section 7.02(iii), (iv),
          (vi), (viii), (x), (xi), (xvii), (xviii), (xix), (xxiii), the second and
          third
          sentences of (xxiv) and (xxvi) of the Purchase Agreement to be untrue in
          any
          material respect as of the date hereof and nothing has occurred in the
          period of
          time from the related Closing Date (as defined in the Purchase Agreement)
          to the
          date hereof which would cause the representations and warranties set forth
          in
          Section 7.02(xv) and (xlix) of the Purchase Agreement to be untrue in any
          material respect as of the date hereof;

        


        (b) Each
          Mortgage Loan at the time it was made complied in all material respects
          with
          applicable local, state, and federal laws, including, but not limited to,
          all
          applicable predatory and abusive lending laws;

        


        (c) None
          of
          the mortgage loans are High Cost as defined by any applicable predatory
          and
          abusive and/or usury lending laws;

        


        (d) 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); and

        


        (e) As
          of
          October 30, 2006 and any date thereafter, except with respect to 0.75%
          of the
          Mortgage Loans (by aggregate principal balance of the Mortgage Loans),
          each
          Mortgage Loan will be a “qualified mortgage” under Section 860G(a)(3) of the
          Code.

        


        Remedies
          for Breach of Representations and Warranties

        


        6. The
          Company hereby acknowledges and agrees that the remedies available to the
          Assignor, the Assignee and the Trust (including the Trustee and the Servicer
          acting on the Trust’s behalf) in connection with any breach of the
          representations and warranties made by the Company set forth in Sections
          3 and 4
          hereof shall be as set forth in Subsection 7.03 of the Purchase Agreement
          as if
          they were set forth herein (including without limitation the repurchase
          and
          indemnity obligations set forth therein), provided, however, with respect
          to any
          representation of the Company which materially and adversely affects the
          interests of any Prepayment Charge, the Company shall pay the amount of
          the
          scheduled Prepayment Charge by remitting such amount to the Servicers for
          deposit into the Collection Account in respect of such Prepayment
          Charge.

        


        The
          Assignor hereby acknowledges and agrees that the remedies available to
          the
          Assignee and the Trust (including the Trustee and the Servicers acting
          on the
          Trust’s behalf) in connection with any breach of the representations and
          warranties made by the Assignor set forth in Section 5 hereof shall be
          as set
          forth in Section 2.03 of the Pooling Agreement as if they were set forth
          herein.
With
          respect to the representations and warranties contained herein that are
          made to
          the knowledge or the best knowledge of the Assignor or as to which the
          Assignor
          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 Assignee or the Assignee’s, designee or transferee, then
          notwithstanding the Assignor’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 Assignor shall take
          such
          action described above in Section 5 of this Agreement.

         

        Miscellaneous

        


        7. This
          Agreement shall be construed in accordance with the laws of the State of
          New
          York, without regard to conflicts of law principles, and the obligations,
          rights
          and remedies of the parties hereunder shall be determined in accordance
          with
          such laws. 

        


         

        8. No
          term
          or provision of this Agreement may be waived or modified unless such waiver
          or
          modification is in writing and signed by the party against whom such waiver
          or
          modification is sought to be enforced, with the prior written consent of
          the
          Trustee.  

         

        9. This
          Agreement shall inure to the benefit of (i) the successors and assigns
          of the
          parties hereto and (ii) the Trust (including the Trustee and the Servicer
          acting
          on the Trust’s behalf). Any entity into which Assignor, Assignee or Company may
          be merged or consolidated shall, without the requirement for any further
          writing, be deemed Assignor, Assignee or Company, respectively, hereunder.
          

         

        10. Each
          of
          this Agreement and the Purchase Agreement shall survive the conveyance
          of the
          Mortgage Loans and the assignment of the Purchase Agreement (to the extent
          assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
          and
          nothing contained herein shall supersede or amend the terms of the Purchase
          Agreement. 

         

        11. This
          Agreement may be executed simultaneously in any number of counterparts.
          Each
          counterpart shall be deemed to be an original and all such counterparts
          shall
          constitute one and the same instrument. 

         

        12. In
          the
          event that any provision of this Agreement conflicts with any provision
          of the
          Purchase Agreement with respect to the Mortgage Loans, the terms of this
          Agreement shall control. 

         

        13. Capitalized
          terms used in this Agreement (including the exhibits hereto) but not defined
          in
          this Agreement shall have the meanings given to such terms in the Purchase
          Agreement.

         

         

        [SIGNATURE
          PAGE FOLLOWS]

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



         

        IN
          WITNESS WHEREOF, the parties have caused this Agreement to be executed
          by their
          duly authorized officers as of the date first above written.

         

         

        
          
            	 	GREENWICH
                    CAPITAL FINANCIAL PRODUCTS, INC.
	 	 	 
	 	
                    By:

                  	 
	 	
                    Name:

                  	 
	 	
                    Title:

                  	 


          

          
             

            
              
                	 	FINANCIAL
                        ASSET SECURITIES CORP.
	 	 	 
	 	
                        By:

                      	 
	 	
                        Name:

                      	 
	 	
                        Title:

                      	 


              

              

                 

                
                  
                    	 	WMC
                            MORTGAGE
                            CORP.
	 	 	 
	 	
                            By:

                          	 
	 	
                            Name:

                          	 
	 	
                            Title:

                          	 


                  

                  

                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    



                

              

            

          

        

        EXHIBIT
          A

        


        Mortgage
          Loan Schedule

        


        AVAILABLE
          UPON REQUEST

        


        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      

        ASSIGNMENT
          AND RECOGNITION AGREEMENT

        


         

        THIS
          ASSIGNMENT AND RECOGNITION AGREEMENT, dated July 13, 2006, (“Agreement”)
          among
          Greenwich Capital Financial Products, Inc. (“Assignor”),
          Financial Asset Securities Corp. (“Assignee”)
          and
          Meritage Mortgage Corp. (the “Company”):

         

        


        For
          and
          in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
          consideration the receipt and sufficiency of which hereby are acknowledged,
          and
          of the mutual covenants herein contained, the parties hereto hereby agree
          as
          follows:

         

         

        Assignment
          and Conveyance

         

        1. The
          Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
          (x) all of the right, title and interest of the Assignor, as purchaser,
          in, to
          and under (a) those certain Mortgage Loans listed as being originated by
          the
          Company on the schedule (the “Mortgage
          Loan Schedule”)
          attached hereto as Exhibit A (the “Mortgage
          Loans”)
          and
          (b) except as described below, that certain Master Mortgage Loan Purchase
          and
          Interim Servicing Agreement dated as of May 1, 2003 as amended (the
“Purchase
          Agreement”),
          between the Assignor, as purchaser (the “Purchaser”),
          and
          the Company, as seller, solely insofar as the Purchase Agreement relates
          to the
          Mortgage Loans and (y) other than as provided below with respect to the
          enforcement of representations and warranties, none of the obligations
          of the
          Assignor under the Purchase Agreement. Notwithstanding the foregoing, however,
          such assignment shall not include any Servicing Rights with respect to
          the
          Mortgage Loans.

         

        The
          Assignor specifically reserves and does not assign to the Assignee hereunder
          any
          and all right, title and interest in, to and under and any obligations
          of the
          Assignor with respect to any mortgage loans subject to the Purchase Agreement
          which are not the Mortgage Loans set forth on the Mortgage Loan Schedule
          and are
          not the subject of this Agreement.

         

        Recognition
          of the Company

         

        2. From
          and
          after the date hereof, the Company shall and does hereby recognize that
          the
          Assignee will transfer the Mortgage Loans and assign its rights under the
          Purchase Agreement (solely to the extent set forth herein) and this Agreement
          to
          Soundview Home Loan Trust 2006-A (the “Trust”)
          created pursuant to a Pooling and Servicing Agreement, dated as of June
          1, 2006
          (the “Pooling
          Agreement”),
          among
          the Assignee, Countrywide Home Loans Servicing LP, GMAC Mortgage Corporation
          and
          Litton Loan Servicing LP as servicers (including their successors in interest
          and any successor servicers under the Pooling Agreement, the “Servicers”) and
          Deutsche Bank National Trust Company, as trustee (including its successors
          in
          interest and any successor trustees under the Pooling Agreement, the “Trustee”).
          The Company hereby acknowledges and agrees that from and after the date
          hereof
          (i) the Trust will be the owner of the Mortgage Loans, (ii) the
          Company shall look solely to the Trust for performance of any obligations
          of the
          Assignor insofar as they relate to the enforcement of the representations,
          warranties and covenants with respect to the Mortgage Loans, (iii) the
          Trust (including the Trustee and each of the Servicers acting on the Trust’s
          behalf) shall have all the rights and remedies available to the Assignor,
          insofar as they relate to the Mortgage Loans, under the Purchase Agreement,
          including, without limitation, the enforcement of the document delivery
          requirements and remedies with respect to breaches of representations and
          warranties set forth in the Purchase Agreement, and shall be entitled to
          enforce
          all of the obligations of the Company thereunder insofar as they relate
          to the
          Mortgage Loans, and (iv) all references to the Purchaser (insofar as they
          relate to the rights, title and interest and, with respect to obligations
          of the
          Purchaser, only insofar as they relate to the enforcement of the
          representations, warranties and covenants of the Company) or the Custodian
          under
          the Purchase Agreement insofar as they relate to the Mortgage Loans, shall
          be
          deemed to refer to the Trust (including the Trustee and each of the Servicers
          acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend
          or agree to amend, modify, waiver, or otherwise alter any of the terms
          or
          provisions of the Purchase Agreement which amendment, modification, waiver
          or
          other alteration would in any way affect the Mortgage Loans or the Company’s
          performance under the Purchase Agreement with respect to the Mortgage Loans
          without the prior written consent of the Trustee.

         

        Representations
          and Warranties of the Company

         

        3. The
          Company warrants and represents to the Assignor, the Assignee and the Trust
          as
          of the date hereof that:

         

        (a) The
          Company is duly organized, validly existing and in good standing under
          the laws
          of the jurisdiction of its incorporation;

         

        (b) The
          Company has full power and authority to execute, deliver and perform its
          obligations under this Agreement and has full power and authority to perform
          its
          obligations under the Purchase Agreement. The execution by the Company
          of this
          Agreement is in the ordinary course of the Company’s business and will not
          conflict with, or result in a breach of, any of the terms, conditions or
          provisions of the Company’s charter or bylaws or any legal restriction, or any
          material agreement or instrument to which the Company is now a party or
          by which
          it is bound, or result in the violation of any law, rule, regulation, order,
          judgment or decree to which the Company or its property is subject. The
          execution, delivery and performance by the Company of this Agreement have
          been
          duly authorized by all necessary corporate action on part of the Company.
          This
          Agreement has been duly executed and delivered by the Company, and, upon
          the due
          authorization, execution and delivery by the Assignor and the Assignee,
          will
          constitute the valid and legally binding obligation of the Company, enforceable
          against the Company in accordance with its terms except as enforceability
          may be
          limited by bankruptcy, reorganization, insolvency, moratorium or other
          similar
          laws now or hereafter in effect relating to creditors’ rights generally, and by
          general principles of equity regardless of whether enforceability is considered
          in a proceeding in equity or at law; 

         

        (c) No
          consent, approval, order or authorization of, or declaration, filing or
          registration with, any governmental entity is required to be obtained or
          made by
          the Company in connection with the execution, delivery or performance by
          the
          Company of this Agreement; and

         

        (d) There
          is
          no action, suit, proceeding or investigation pending or threatened against
          the
          Company, before any court, administrative agency or other tribunal, which
          would
          draw into question the validity of this Agreement or the Purchase Agreement,
          or
          which, either in any one instance or in the aggregate, would result in
          any
          material adverse change in the ability of the Company to perform its obligations
          under this Agreement or the Purchase Agreement, and the Company is
          solvent.

         

        4. Pursuant
          to Section 12 of the Purchase Agreement, the Company hereby represents
          and
          warrants, for the benefit of the Assignor, the Assignee and the Trust,
          that the
          representations and warranties set forth in Section 7.01 of the Purchase
          Agreement and in Section 7.02 of the Purchase Agreement (except for the
          representations and warranties contained in Section 7.02 (a), (b), (c),
          (d),
          (e), (h) (as to servicing only), (i), (n), (o), (q), (r), (w), (x) (but
          only as
          to the second and third sentences of (x)), (ff), (gg), (oo), (pp), (qq),
          (zz),
          and (ddd), as to which no representation or warranty is being made on the
          date
          hereof) are true and correct as of the date hereof as if such representations
          and warranties were made on the date hereof.

         

        5. The
          Assignor hereby makes the following representations, warranties and covenants
          as
          of the date hereof:

         

        (a) The
          Assignor hereby represents and warrants that to the best of the Assignor’s
          knowledge, nothing has occurred in the period of time from the servicing
          transfer date to the date hereof which would cause such representation
          and
          warranties contained in Section 7.02 (a), (b), (c), (d), (e), (h) (as to
          servicing only), (i), (n), (o), (q), (r), (w), (x) (but only as to the
          second
          and third sentences of (x)), (ff), (gg), (oo), (pp), (qq), (zz), and (ddd)
          of
          the Purchase Agreement, to be untrue in any material respect as of the
          date
          hereof.;

         

        (b) Each
          Mortgage Loan at the time it was made complied in all material respects
          with
          applicable local, state, and federal laws, including, but not limited to,
          all
          applicable predatory and abusive lending laws;

         

        (c) None
          of
          the mortgage loans are High Cost as defined by any applicable predatory
          and
          abusive and/or usury lending laws; 

         

        (d) 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.B Glossary Revised,
          Appendix E);

         

        (e) No
          loan
          originated on or after October 1, 2002 through March 6, 2003 is governed
          by the
          Georgia Fair Lending Act; and

         

        (f) As
          of
          October 30, 2006 and any date thereafter, except with respect to 0.75%
          of the
          Mortgage Loans (by aggregate principal balance of the Mortgage Loans),
          each
          Mortgage Loan will be a “qualified mortgage” under Section 860G(a)(3) of the
          Code.

         

        Remedies
          for Breach of Representations and Warranties

         

        6. The
          Company hereby acknowledges and agrees that the remedies available to the
          Assignor, the Assignee and the Trust (including the Trustee and each of
          the
          Servicers acting on the Trust’s behalf) in connection with any breach of the
          representations and warranties made by the Company set forth in Sections
          3 and 4
          hereof shall be as set forth in Subsection 7.03 of the Purchase Agreement
          as if
          they were set forth herein (including without limitation the repurchase
          and
          indemnity obligations set forth therein).

         

        The
          Assignor hereby acknowledges and agrees that the remedies available to
          the
          Assignee and the Trust (including the Trustee and the Servicers acting
          on the
          Trust’s behalf) in connection with any breach of the representations and
          warranties made by the Assignor set forth in Section 5 hereof shall be
          as set
          forth in Section 2.03 of the Pooling Agreement as if they were set forth
          herein.

         

        Miscellaneous

         

        7. This
          Agreement shall be construed in accordance with the laws of the State of
          New
          York, without regard to conflicts of law principles, and the obligations,
          rights
          and remedies of the parties hereunder shall be determined in accordance
          with
          such laws. 

         

        8. No
          term
          or provision of this Agreement may be waived or modified unless such waiver
          or
          modification is in writing and signed by the party against whom such waiver
          or
          modification is sought to be enforced, with the prior written consent of
          the
          Trustee. 

         

        9. This
          Agreement shall inure to the benefit of (i) the successors and assigns
          of the
          parties hereto and (ii) the Trust (including the Trustee and each of the
          Servicers acting on the Trust’s behalf). Any entity into which Assignor,
          Assignee or Company may be merged or consolidated shall, without the requirement
          for any further writing, be deemed Assignor, Assignee or Company, respectively,
          hereunder. 

         

        10. Each
          of
          this Agreement and the Purchase Agreement shall survive the conveyance
          of the
          Mortgage Loans and the assignment of the Purchase Agreement (to the extent
          assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
          and
          nothing contained herein shall supersede or amend the terms of the Purchase
          Agreement. 

         

        11. This
          Agreement may be executed simultaneously in any number of counterparts.
          Each
          counterpart shall be deemed to be an original and all such counterparts
          shall
          constitute one and the same instrument. 

         

        12. In
          the
          event that any provision of this Agreement conflicts with any provision
          of the
          Purchase Agreement with respect to the Mortgage Loans, the terms of this
          Agreement shall control. 

         

        13. Capitalized
          terms used in this Agreement (including the exhibits hereto) but not defined
          in
          this Agreement shall have the meanings given to such terms in the Purchase
          Agreement.

         

         

        [SIGNATURE
          PAGE FOLLOWS]

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        IN
          WITNESS WHEREOF, the parties have caused this Agreement to be executed
          by their
          duly authorized officers as of the date first above written.

        

          
            	 	GREENWICH
                    CAPITAL FINANCIAL PRODUCTS, INC.
	 	 	 
	 	
                    By:

                  	 
	 	
                    Name:

                  	 
	 	
                    Title:

                  	 


          

          

            
              	 	FINANCIAL
                      ASSET SECURITIES CORP.
	 	 	 
	 	
                      By:

                    	 
	 	
                      Name:

                    	 
	 	
                      Title:

                    	 


            

            

              
                	 	MERITAGE
                        MORTGAGE CORP.
	 	 	 
	 	
                        By:

                      	 
	 	
                        Name:

                      	 
	 	
                        Title:

                      	 


              

              

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                



            

          

        

        EXHIBIT
          A

        


        Mortgage
          Loan Schedule

        


        AVAILABLE
          UPON REQUEST 


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        SCHEDULE
          I

        


        Capitalized
          terms used in this Schedule I but not defined in this Agreement shall have
          the
          meanings given to such terms in the Purchase Agreement.

        


        1. The
          information set forth in the related Mortgage Loan Schedule is complete,
          true
          and correct;

         

        2. The
          Mortgage Loan is in compliance with all requirements set forth in the Seller’s
          Underwriting Guides and the characteristics of the related Mortgage Loan
          Package
          as set forth in the related Confirmation are true and correct, provided,
          however, that in the event of any conflict between the terms of any Confirmation
          and this agreement, the terms of this agreement shall control;

         

        3. All
          payments required to be made up to the close of business on the Closing
          Date for
          such Mortgage Loan under the terms of the Mortgage Note have been made;
          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 by the Mortgagor thereunder since the
          origination of the Mortgage Loan;

         

        4. There
          are
          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;

         

        5. 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 Custodian; 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
          related 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 title
          insurer, to the extent required by the policy, and which assumption agreement
          has been delivered to the Custodian and the terms of which are reflected
          in the
          related Mortgage Loan Schedule;

         

        6. 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.
          Each
          Prepayment Charge or penalty with respect to any Mortgage Loan is permissible,
          enforceable and collectible under applicable federal, state and local
          law;

         

        7. All
          buildings upon the Mortgaged Property are insured by an insurer acceptable
          to
          FNMA or FHLMC against loss by fire, hazards of extended coverage and such
          other
          hazards as are customary in the area where the Mortgaged Property is located,
          pursuant to insurance policies conforming to the requirements of the Servicing
          Addendum. All such insurance policies contain a standard mortgagee clause
          naming
          the Seller, 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 FNMA or FHLMC. 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;

         

        8. Any
          and
          all requirements of any federal, state or local law including, without
          limitation, usury, truth-in-lending, all applicable predatory and abusive
          lending, real estate settlement procedures, consumer credit protection,
          equal
          credit opportunity or disclosure laws applicable to the origination and
          servicing of such Mortgage Loan have been complied with, the consummation
          of the
          transactions contemplated hereby will not involve the violation of any
          such laws
          or regulations, and the Seller shall maintain or shall cause its agent
          to
          maintain in its possession, available for the inspection of the Purchaser,
          and
          shall deliver to the Purchaser, upon two Business Days’ request, evidence of
          compliance with all such requirements;

         

        9. The
          Mortgage has not been satisfied, cancelled, 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. With
          respect to each Second Lien Mortgage Loan (i) the First Lien is in full
          force
          and effect, (ii) there is no default, breach, violation or event of acceleration
          existing under such First Lien or the related mortgage note, (iii) 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 thereunder, and either (A) the First Lien contains a provision
          which allows or (B) applicable law requires, the mortgagee under the Second
          Lien
          Mortgage Loan to receive notice of, and affords such mortgagee an opportunity
          to
          cure any default by payment in full or otherwise under the First
          Lien; 

         

        10. The
          Mortgage is a valid, existing and enforceable first or second 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 Appraised Value
          of
          the Mortgaged Property, (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 and (d) with respect to
          each
          Second Lien Mortgage Loan, a First Lien. 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
          (A)
          first lien and first priority security interest with
          respect to each Mortgage Loan that is indicated by the Seller to be a First
          Lien
          and (B) second lien and second priority security interest with respect
          to each
          Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
          Loan, in either case, on
          the
          property described therein and the Seller has full right to sell and assign
          the
          same to the Purchaser. The Mortgaged Property was not, as of the date of
          origination of the Mortgage Loan, subject to a mortgage, deed of trust,
          deed to
          secure debt or other security instrument creating a lien subordinate to
          the lien
          of the Mortgage;

         

        11. 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;

         

        12. 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;

         

        13. 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. 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;

         

        14. The
          Seller is the sole legal, beneficial and equitable owner of the Mortgage
          Note
          and the Mortgage and has full right to transfer and sell the Mortgage Loan
          to
          the Purchaser free and clear of any encumbrance, equity, lien, pledge,
          charge,
          claim or security interest;

         

        15. All
          parties which have had any interest in the Mortgage Loan, whether as mortgagee,
          assignee, pledgee or otherwise, are (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;

         

        16. The
          Mortgage Loan is covered by an American Land Title Association (“ALTA”) ALTA
          lender’s title insurance policy (which, in the case of an Adjustable Rate
          Mortgage Loan has an adjustable rate mortgage endorsement in the form of
          ALTA
          6.0 or 6.1) acceptable to FNMA or FHLMC, issued by a title insurer acceptable
          to
          FNMA or FHLMC and qualified to do business in the jurisdiction where the
          Mortgaged Property is located, insuring (subject to the exceptions contained
          in
          (j) (a), (b) and (c) above and (d) with respect to each Second Lien Mortgage
          Loan) the Seller, its successors and assigns as to the first priority lien
          of
          the Mortgage in the original principal amount of the Mortgage Loan and,
          with
          respect to any Adjustable Rate Mortgage Loan, 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 Interest 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
          Seller 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;

         

        17. There
          is
          no default, breach, violation or event of acceleration existing under the
          Mortgage or the Mortgage Note 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. With
          respect to each Mortgage Loan which is indicated by the Seller to be a
          Second
          Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) (i) the
          First
          Lien is in full force and effect, (ii) there is no default, breach, violation
          or
          event of acceleration existing under such First Lien mortgage or the related
          mortgage note, (iii) 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 thereunder, and either (A) the First
          Lien
          mortgage contains a provision which allows or (B) applicable law requires,
          the
          mortgagee under the Second Lien Mortgage Loan to receive notice of, and
          affords
          such mortgagee an opportunity to cure any default by payment in full or
          otherwise under the First Lien mortgage;

         

        18. 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;

         

        19. All
          improvements which were considered in determining the Appraised 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 encroach upon the Mortgaged Property;

         

        20. The
          Mortgage Loan was originated by the Seller 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 HUD;

         

        21. Principal
          payments on the Mortgage Loan commenced no more than sixty days after the
          proceeds of the Mortgage Loan were disbursed, except in the case of interest
          only loans. The Mortgage Loan bears interest at the Mortgage Interest Rate.
          With
          respect to each Mortgage Loan, the Mortgage Note is payable on the first
          day of
          each month in Monthly Payments, which, in the case of a Fixed Rate Mortgage
          Loans, are suffi-cient to fully amortize the original principal balance
          over the
          original term thereof and to pay interest at the related Mortgage Interest
          Rate,
          and, in the case of an Adjustable Rate Mortgage Loan or interest only loans,
          are
          changed on each Adjustment Date, and in any case, are sufficient to fully
          amortize the original principal balance over the original term thereof
          and to
          pay interest at the related Mortgage Interest Rate. The Index for each
          Adjustable Rate Mortgage Loan is as provided on the related Mortgage Loan
          Schedule. The Mortgage Note does not permit negative amortization. No Mortgage
          Loan is a Convertible Mortgage Loan;

         

        22. The
          origination and collection practices used by the Seller 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 Seller or its designee and any predecessor servicer
          in
          accordance with the terms of the Mortgage Note. With respect to escrow
          deposits
          and Escrow Payments (other
          than with respect to each Mortgage Loan which is indicated by the Seller
          to be a
          Second Lien Mortgage Loan and for which the mortgagee under the First Lien
          is
          collecting Escrow Payments (as reflected on the Mortgage Loan
          Schedule)),
          if any,
          all such payments are in the possession of, or under the control of, the
          Seller
          or its designee 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 and no
          such
          escrow deposits or Escrow Payments are being held by the Seller for any
          work on
          a Mortgaged Property which has not been completed;

         

        23. The
          Mortgaged Property is free of damage and waste and there is no proceeding
          pending for the total or partial condemnation thereof;

         

        24. 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. The
          Mortgaged Property is not 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
          provided to the Mortgagor under the Soldiers and Sailors Civil Relief Act
          of
          1940;

         

        25. The
          Mortgage Loan was underwritten in accordance with the underwriting standards
          of
          the Seller in effect at the time the Mortgage Loan was originated; and
          the
          Mortgage Note and Mortgage and applicable riders are on forms acceptable
          to
          prudent lenders in the secondary market; 

         

        26. 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
          (x) above;

         

        27. The
          Mortgage File contains an appraisal of the related Mortgaged Property which
          satisfied the standards of FNMA or FHLMC and was made and signed, prior
          to the
          funding of the Mortgage Loan application, by a qualified appraiser, duly
          appointed by the Seller, 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 FNMA or FHLMC. Each appraisal
          of the
          Mortgage Loan was made in accordance with the relevant provisions of the
          Financial Institutions Reform, Recovery, and Enforcement Act of
          1989;

         

        28. 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;

         

        29. 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;

         

        30. 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 fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans,
          and
          adjustable rate mortgage loans in the case of Adjustable Rate Mortgage
          Loans and
          rescission materials with respect to Refinanced Mortgage Loans, and such
          statement is and will remain in the Mortgage File;

         

        31. 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;

         

        32. The
          Seller has no knowledge of any circumstances or condition with respect
          to the
          Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit
          standing that can reasonably be expected to cause the Mortgage Loan to
          be an
          unacceptable investment, cause the Mortgage Loan to become delinquent,
          or
          adversely affect the value of the Mortgage Loan;

         

        33. 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;

         

        34. No
          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 of the Mortgage Loan or in
          the
          application of any insurance in relation to such Mortgage Loan;

         

        35. The
          Assignment of Mortgage is in recordable form and is acceptable for recording
          under the laws of the jurisdiction in which the Mortgaged Property is
          located;

         

        36. Any
          principal advances made to the Mortgagor prior to the Cut-off 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 (A) first lien priority
          with
          respect to each Mortgage Loan which is indicated by the Seller to be a
          First
          Lien (as reflected on the Mortgage Loan Schedule), or (B) second lien priority
          with respect to each Mortgage Loan which is indicated by the Seller to
          be a
          Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule),
          in
          either case by
          a
          title insurance policy, an endorsement to the policy insuring the mortgagee’s
          consolidated interest or by other title evidence acceptable to FNMA or
          FHLMC.
          The consolidated principal amount does not exceed the original principal
          amount
          of the Mortgage Loan;

         

        37. As
          to any
          Mortgage Loan which is not a MERS Mortgage Loan, the Assignment of Mortgage
          is
          in recordable form and is acceptable for recording under the laws of the
          jurisdiction in which the Mortgaged Property is located;

         

        38. 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 the eligibility
          requirements of Seller’s underwriting guides; 

         

        39. The
          source of the down payment with respect to each Mortgage Loan has been
          fully
          verified by the Seller if required pursuant to the Seller’s underwriting
          guidelines;

         

        40. Interest
          on each Mortgage Loan is calculated on the basis of a 360-day year consisting
          of
          twelve 30-day months;

         

        41. The
          Mortgaged Property is in material compliance with all applicable environmental
          laws pertaining to environmental hazards including, without limitation,
          asbestos, and neither the Seller nor, to the Seller’s knowledge, the related
          Mortgagor, has received any notice of any violation or potential violation
          of
          such law;

         

        42. Each
          Mortgage Loan is covered by a fully assignable, life of loan Tax Service
          Contract which is assignable to the Purchaser or its designee;

         

        43. Each
          Mortgage Loan is covered by a Flood Zone Service Contract which is assignable
          to
          the Purchaser or its designee or, for each Mortgage Loan not covered by
          such
          Flood Zone Service Contract, the Seller agrees to purchase such Flood Zone
          Service Contract;

         

        44. No
          Mortgage Loan is (a) subject to the provisions of the Homeownership and
          Equity
          Protection Act of 1994 as amended ("HOEPA"), (b) a "high cost" mortgage
          loan,
          "covered" mortgage loan or "predatory" mortgage loan under any federal,
          state or
          local law, or (c) subject to any comparable federal, state or local statutes
          or
          regulations, including, without limitation, the provisions of the Georgia
          Fair
          Lending Act, the City of Oakland, California Anti-Predatory Lending Ordinance
          No. 12361 or any other statute or regulation providing assignee liability
          to
          holders of such mortgage loans;

         

        45. No
          predatory, abusive or deceptive lending practices, including but not limited
          to,
          the extension of credit to a mortgagor without regard for the mortgagor’s
          ability to repay the Mortgage Loan and the extension of credit to a mortgagor
          which has no apparent benefit to the mortgagor, were employed in connection
          with
          the origination of the Mortgage Loan;

         

        46. The
          debt-to-income ratio of the related Mortgagor was not greater than 60%
          at the
          origination of the related Mortgage Loan;

         

        47. None
          of
          the proceeds of the Mortgage Loan were used to finance the purchase of
          single
          premium credit life or disability insurance policies or any comparable
          insurance.

         

        48. No
          Mortgage Loan had a Loan-to-Value Ratio or Combined Loan-to-Value Ratio
          in
          excess of 100% origination of such Mortgage Loan; 

         

        49. The
          Mortgage Loans were not selected from the outstanding fixed and adjustable
          rate
          one to four-family mortgage loans in the Seller’s portfolio at the related
          Closing Date as to which the representations and warranties set forth in
          this
          Agreement could be made in a manner so as to affect adversely the interests
          of
          the Purchaser;

         

        50. 
          The
          Mortgage contains an enforceable 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 thereunder;

         

        51. The
          Mortgage Loan complies with all applicable consumer credit statutes and
          regulations, including, without limitation, the respective Uniform Consumer
          Credit Code laws in effect in Colorado, Idaho, Indiana, Iowa, Kansas, Maine,
          Oklahoma, South Carolina, Utah and Wyoming, has been originated by a properly
          licensed entity, and in all other respects, complies with all of the material
          requirements of any such applicable laws;

         

        52. 
          The
          information set forth in the Prepayment Charge schedule is complete, true
          and
          correct in all material respects and each Prepayment Charge is permissible,
          enforceable and collectable under applicable federal or state law;

         

        53. The
          Mortgage Loan was not prepaid in full prior to the Closing Date and the
          Seller
          has not received notification from a Mortgagor that a prepayment in full
          shall
          be made after the Closing Date; 

         

        54. 
          No
          Mortgage Loan which is secured by a Mortgaged Property which is located
          in the
          state of Georgia was originated prior to March 7, 2003; 

         

        55.  With
          respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and
          such MIN
          is accurately provided on the related Mortgage Loan Schedule. The related
          assignment of Mortgage to MERS has been duly and properly recorded;


         

        56. With
          respect to each MERS Mortgage Loan, the Seller has not received any notice
          of
          liens or legal actions with respect to such Mortgage Loan and no such notices
          have been electronically posted by MERS; and

         

        57. With
          respect to each Mortgage Loan which is a Second Lien, (i) the related first
          lien
          does not provide for negative amortization, and (ii) either no consent
          for the
          Mortgage Loan is required by the holder of the first lien or such consent
          has
          been obtained and is contained in the Mortgage File.

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        D

       

      MORTGAGE
        LOAN SCHEDULE

       

      


      Available
        Upon Request

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      EXHIBIT
        E

       

      REQUEST
        FOR RELEASE (DEUTSCHE BANK)

       

      
        	
                To:
                  

              	
                Deutsche
                  Bank National Trust Company

                1761
                  East St. Andrew Place

                Santa
                  Ana, California 92705-4934

              


      

      


       

      
        	
                Re:

              	
                Pooling
                  and Servicing Agreement dated as of June 1, 2006, among Financial
                  Asset
                  Securities Corp. as Depositor, Litton Loan Servicing LP as Servicer
                  and
                  Deutsche Bank National Trust Company, a national banking association,
                  as
                  Trustee

              


      

      


       

      In
        connection with the administration of the Mortgage Loans held by you as Trustee
        pursuant to the above-captioned Pooling and Servicing Agreement, we request
        the
        release, and hereby acknowledge receipt of the Trustee’s Mortgage File Or 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
        Trustee’s Mortgage File:

       

      
        	 
	 


      

      


      


       

      
        	 	
                By:

              	 
	 	 	
                (authorized
                  signer)

              
	 	 	 
	 	
                Issuer:

              	 
	 	 	 
	 	
                Address:

              	 
	 	 	 
	 	 	 
	 	 	 
	 	
                Date:

              	 
	 	 	 


      

      


       

      Trustee

       

      Deutsche
        Bank National Trust Company

       

      Please
        acknowledge the execution of the above request by your signature and date
        below:

       

      
        	 	 	 
	
                Signature

              	 	
                Date

              
	 	 	 
	
                Documents
                  returned to Trustee:

              	 	 
	 	 	 
	
                Trustee

              	 	
                Date

              


      

      


       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        F-1

       

      FORM
        OF
        TRUSTEE’S INITIAL CERTIFICATION (DEUTSCHE BANK)

       

      July
        __,
        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, Litton Loan Servicing LP 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:

              	 


      

      


       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        F-2

       

      FORM
        OF
        TRUSTEE’S FINAL CERTIFICATION (DEUTSCHE BANK)

       

      ________________

      [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,
                  Litton Loan Servicing LP as Servicer and Deutsche Bank National
                  Trust
                  Company, as Trustee with respect to Soundview Home Loan Trust 2006-A,
                  Asset-Backed Certificates, Series
                  2006-A

              


      

      


      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:

              	 


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        F-3

       

      FORM
        OF
        RECEIPT OF MORTGAGE NOTE

       

      Financial
        Asset Securities Corp.

      600
        Steamboat Road

      Greenwich,
        Connecticut 06830

       

      
        	
                Re:

              	
                Soundivew
                  Home Loan Trust 2006-A, 

                Asset-Backed
                  Certificates Series 2006-A

              


      

      


       

      Ladies
        and Gentlemen:

       

      Pursuant
        to Section 2.01 of the Pooling and Servicing Agreement (the “Pooling and
        Servicing Agreement”), dated as of June 1, 2006 among Financial Asset Securities
        Corp., as Depositor, Litton Loan Servicing LP as Servicer and Deutsche Bank
        National Trust Company, as Trustee, we hereby acknowledge the receipt of
        the
        original Mortgage Notes (a copy of which is attached hereto as Exhibit 1)
        with
        any exceptions thereto listed on Exhibit 2.

       

      
        	 	
                DEUTSCHE
                  BANK NATIONAL TRUST COMPANY

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Title:

              	 


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        G

       

      [RESERVED]

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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 Soundview Home Loan Trust 2006-A, Asset-Backed
        Certificates Series 2006-A, 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
        Litton Loan Servicing LP (“Litton”), hereby constitutes and appoints Litton, by
        and through Litton’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 Litton 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 the servicer 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
        Litton to the Owner under the Pooling and Servicing Agreement, or (ii) be
        construed to grant Litton 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.

       

      Litton
        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 Litton 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

      Litton
        Loan Servicing LP

      


      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:

              	
                Soundview
                  Home Loan Trust 2006-A, Asset-Backed
                  Certificates Series 2006-A

              


      

       

      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.

       

      
        	 	
                Very
                  truly yours,

                 

              
	 	
                [NAME
                  OF TRANSFEREE]

              
	 	 
	 	
                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:

              	
                Soundview
                  Home Loan Trust 2006-A, Asset-Backed
                  Certificates Series 2006-A

              


      

      


       

      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]

              
	 	 
	 	
                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.

       

      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)

       

      SOUNDVIEW
        HOME LOAN TRUST 2006-A

      ASSET-BACKED
        CERTIFICATES, SERIES 2006-A

       

      
        	
                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”),
        Litton Loan Servicing LP, 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:

              	
                Soundview
                  Home Loan Trust 2006-A, Asset-Backed
                  Certificates Series 2006-A

              


      

      


       

      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:

              	
                Soundview
                  Home Loan Trust 2006-A, Asset-Backed
                  Certificates Series 2006-A

              


      

       

       

      Dear
        Sirs:

       

      _______________________
        (the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance Soundview Home
        Loan Trust 2006-A, Asset-Backed Certificates Series 2006-A, 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”), Litton Loan Servicing LP
        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.ss.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.ss. 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-A Asset
                  Backed Certificates, Series 2006-A

              


      

      


       

       

      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 Soundview Home Loan Trust 2006-A (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: Litton Loan Servicing LP 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:

              	
                Soundview
                  Home Loan Trust 2006-A (the “Trust”)

                Asset-Backed
                  Certificates, Series 2006-A

              


      

      


      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, Litton Loan Servicing LP 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-A

      Asset
        Backed Certificates, Series 2006-A

       

       

      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, Litton Loan Servicing LP as servicer and
        Deutsche Bank National Trust Company as trustee.

      


       

      
        	 	
                LITTON
                  LOAN SERVICING LP

              
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Title:

              	 
	 	
                Date:

              	 


      

      


       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


       


      EXHIBIT
        O

       

      [RESERVED]

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 


      EXHIBIT
        P

       

      [RESERVED]

      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

       


      EXHIBIT
        Q

       

      [RESERVED]

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      EXHIBIT
        R

       

      FORM
        OF
        INTEREST RATE SWAP AGREEMENT

       

      

        


        


        HSBC
          Bank
          USA, National Association

        452
          Fifth
          Avenue

        New
          York,
          NY 10018

        Fax:
          (212) 525-0673

        


        
          July
            11,
            2006

        

        


        Deutsche
          Bank National Trust Company,

        not
          individually, but solely as 

        Supplemental
          Interest Trust Trustee 

        on
          behalf
          of the Supplemental Interest Trust 

        (each
          as
          defined herein) with respect to 

        Soundview
          Home Loan Trust 2006-A, 

        Asset-Backed
          Certificates, Series 2006-A

        


        c/o
          Deutsche Bank National Trust Company

        1761
          E.
          St. Andrew Place

        Santa
          Ana. CA 92705

        Attn:
          Trust Admin, Soundview Home Loan Trust 2006-A

        


        Tel:
          714-247-6000

        Fax:
          714-247-6329

        


        Subject: Interest
          Rate Swap

        


        Transaction
          Reference Number: 401835HN

        
          
            

          

        

        


        The
          purpose of this letter agreement (this “Confirmation”) is to confirm the terms
          and conditions of the Transaction entered into between us on the Trade
          Date
          specified below, and subsequently amended as set out below (the
          “Transaction”) between HSBC Bank USA, N.A. (“HSBC”) and Deutsche Bank National
          Trust Company, not individually, but solely as Supplemental Interest Trust
          Trustee (“Supplemental Interest Trust Trustee”) on behalf of the Supplemental
          Interest Trust (“Supplemental Interest Trust”) with respect to Soundview Home
          Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A (“Certificates”)
          (“Counterparty”). This Confirmation constitutes a “Confirmation” as referred to
          in the ISDA Form Master Agreement (as defined below), as well as a “Schedule” as
          referred to in the ISDA Form Master Agreement. In this Confirmation “Party A”
means HSBC and “Party B” means the Counterparty.

        


        


        1.            
          This
          Agreement is subject to and incorporates the 2000 ISDA Definitions (the
          “Definitions”), as published by the International Swaps and Derivatives
          Association, Inc. (“ISDA”). You and we have agreed to enter into this Agreement
          in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement
          (Multicurrency—Cross Border) form (the
          “ISDA Form Master Agreement”) but, rather, an ISDA Form Master Agreement shall
          be deemed to have been executed by you and us on the date we entered into
          the
          Transaction. In the event of any inconsistency between the provisions of
          this
          Agreement and the Definitions or the ISDA Form Master Agreement, this Agreement
          shall prevail for purposes of the Transaction. Terms used and not otherwise
          defined herein, in the ISDA Form Master Agreement
          or the Definitions shall have the meanings assigned to them in the Pooling
          and
          Servicing Agreement, dated as of June 1, 2006, among Financial Asset Securities
          Corp. as depositor, Litton Loan Servicing LP, as servicer and Deutsche
          Bank
          National Trust Company, as trustee (the “Pooling and Servicing Agreement”). Each
          reference to a “Section” or to a “Section” “of this Agreement” will be construed
          as a reference to a Section of the 1992 ISDA Form Master Agreement.

        


        Each
          of
          Party A and Party B represents to the other that it has entered into this
          Transaction in reliance upon such tax, accounting, regulatory, legal, and
          financial advice as it deems necessary and not upon any view expressed
          by the
          other and, in the case of Party B, it has entered into this transaction
          pursuant
          to the direction received by it pursuant to the Pooling and Servicing
          Agreement.

        


        
          	
                  2.

                	
                  The
                    terms of the particular Transaction to which this Confirmation
                    relates are
                    as follows:

                


        

        


        
          	
                  Notional
                    Amount:

                	
                  The
                    amount as set forth in Exhibit I, which is attached hereto and
                    incorporated by reference into this Confirmation

                
	 	 
	
                  Trade
                    Date:

                	
                  July
                    5, 2006

                
	 	 
	
                  Effective
                    Date:

                	
                  November
                    27, 2006, subject to adjustment in accordance with the Following
                    Business
                    Day Convention; provided, however, that for the purpose of determining
                    the
                    final Fixed Rate Payer Period End Date, Termination shall be
                    subject to No
                    Adjustment

                
	 	 
	
                  Termination
                    Date:

                	
                  April
                    25, 2010

                
	 	 
	
                  Fixed
                    Amounts:

                	 
	 	 
	
                  Fixed
                    Rate Payer:

                	
                  Party
                    B

                
	 	 
	
                  Fixed
                    Rate Payer 

                	 
	
                  Period
                    End Dates:

                	
                  The
                    25th
                    calendar day of each month, commencing on December 25, 2006 and
                    ending on
                    the Termination Date, inclusive, subject to No
                    Adjustment

                
	 	 
	
                  Fixed
                    Rate Payer

                	 
	
                  Payment
                    Dates:

                	
                  The
                    25th
                    calendar day of each month, commencing on December 25, 2006 and
                    ending on
                    the Termination Date, inclusive, subject to adjustment in accordance
                    with
                    the Following Business Day Convention

                
	 	 
	
                  Fixed
                    Rate:

                	
                  5.550000
                    %

                
	 	 
	
                  Fixed
                    Amount:

                	
                  To
                    be determined in accordance with the Following formula: 250 *
                    Fixed Rate *
                    Notional Amount * Fixed Rate Day Count Fraction.

                
	 	 
	
                  Fixed
                    Rate Day

                	 
	
                  Count
                    Fraction:

                	
                  30/360

                


        

         

        Floating
          Amounts:

        


        
          	
                  Floating
                    Rate Payer:

                	
                  Party
                    A

                
	 	 
	
                  Floating
                    Rate Payer

                	 
	
                  Period
                    End Dates:

                	
                  The
                    25th calendar day of each month, commencing on December 25, 2006
                    and
                    ending on the Termination Date, inclusive, subject to adjustment
                    in
                    accordance with the Following Business Day Convention

                
	
                   

                	 
	
                  Floating
                    Rate Payer

                	 
	
                  Payment
                    Dates:

                	
                  The
                    25th
                    calendar day of each month, commencing on December 25, 2006 and
                    ending on
                    the Termination Date, inclusive, subject to adjustment in accordance
                    with
                    the Following Business Day Convention

                
	 	 
	
                  Floating
                    Rate Option:

                	
                  USD-LIBOR-BBA

                
	 	 
	
                  Floating
                    Amount:

                	
                  To
                    be determined in accordance with the following formula: 250 *
                    Floating
                    Rate Option * Notional Amount * Floating Rate Day Count
                    Fraction

                
	 	 
	
                  Floating
                    Rate for Initial

                	 
	
                  Calculation
                    Period:

                	
                  To
                    be determined

                
	 	 
	
                  Designated
                    Maturity:

                	
                  One
                    month

                
	 	 
	
                  Spread:

                	
                  None

                
	 	 
	
                  Floating
                    Rate

                	 
	
                  Day
                    Count Fraction:

                	
                  Actual/360

                
	 	 
	
                  Reset
                    Dates:

                	
                  The
                    first day of each Calculation Period

                
	 	 
	
                  Compounding:

                	
                  Inapplicable

                
	 	 
	
                  Business
                    Days:

                	
                  New
                    York

                
	 	 
	
                  Calculation
                    Agent:

                	
                  Party
                    A

                
	 	 
	
                  Additional
                    Payments:

                	
                  Party
                    B agrees to pay USD 505,000.00 to Party A for value July 13,
                    2006, subject
                    to adjustment in accordance with the Following Business Day
                    Convention

                


        

        


        3. Provisions
          Deemed Incorporated in a Schedule to the ISDA Form Master Agreement:
          

         

        1)  The
          parties agree that subparagraph (ii) of Section 2(c) of the ISDA Form Master
          Agreement will apply to any Transaction.

         

        2)  Termination
          Provisions.
          For
          purposes of the ISDA Form Master Agreement:

         

        (a)  “Specified
          Entity”
          is not
          applicable to Party A or Party B for any purpose.

         

        (b)  “Specified
          Transaction”
          is not
          applicable to Party A or Party B for any purpose, and, accordingly, Section
          5(a)(v) shall not apply to Party A or Party B.

         

        (c)  The
          “Cross
          Default”
          provisions of Section 5(a)(vi) shall not apply to Party A or Party
          B.

         

        (d)  The
          “Credit
          Event Upon Merger”
          provisions of Section 5(b)(iv) will not apply to Party A or Party
          B.

         

        (e)  With
          respect to Party B, the “Bankruptcy”
          provision of Section 5(a)(vii)(2) of the ISDA Form Master Agreement shall
          not
          apply.

         

        (f)  The
          “Automatic
          Early Termination”
          provision of Section 6(a) will not apply to Party A or to Party B.

         

        (g)  Payments
          on Early Termination.
          For the
          purpose of Section 6(e) of the ISDA Form Master Agreement:

         

        (i) 
            Market
          Quotation will apply.

         

        (ii)  The
          Second Method will apply.

         

        (h)  “Termination
          Currency” means United States Dollars.

         

        (i)  Events
          of Default.
          The
          provisions of Sections 5(a)(ii), 5(a)(iii), 5(a)(iv) and 5(a)(viii) shall
          not
          apply to Party B. The provisions of Sections 5(a)(ii) and 5(a)(iv) shall
          not
          apply to Party A.

         

        (j)  Tax
          Event.
          The
          provisions of Section 2(d)(i)(4) and 2(d)(ii) of the printed ISDA Form
          Master
          Agreement shall not apply to Party B and Party B shall not be required
          to pay
          any additional amounts referred to therein.

         

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        3)  Tax
          Representations.

         

        (a)  Payer
          Representations.
          For the
          purpose of Section 3(e) of the ISDA Form Master Agreement, Party A and
          Party B
          will make the following representations:

         

        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 Section 2(e), 6(d)(ii) or 6(e) of the ISDA Form Master
          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 representations made by the other party pursuant to Section
          3(f)
          of the ISDA Form Master Agreement;

         

        (ii)  the
          satisfaction of the agreement contained in Section 4(a)(iii) of the ISDA
          Form
          Master Agreement and the accuracy and effectiveness of any document provided
          by
          the other party pursuant to Section 4(a)(iii) of the ISDA Form Master Agreement;
          and

         

        (iii)  the
          satisfaction of the agreement of the other party contained in Section 4(d)
          of
          the ISDA Form Master 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) by reason of material
          prejudice to its legal or commercial position.

         

        (b)  Payee
          Representations.
          For the
          purpose of Section 3(f) of the ISDA Form Master Agreement, each of Party
          A and
          Party B make the following representations.

         

        The
          following representation will apply to Party A:

         

        Party
          A
          is a national banking association organized under the federal laws of the
          United
          States and its U.S. taxpayer identification number is 20-1177241.

         

        The
          following representation will apply to Party B:

         

        The
          beneficial owner of the payments made to it under the Agreement is
          either
          (i) a “U.S. person” (as that term is used in Section 1.1441-4(a)(3)(ii) of the
          United States Treasury Regulations) for U.S. federal income tax purposes
          or (ii)
          a “non-U.S. branch of a foreign person” (as that term is used in Section
          1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for U.S.
          federal
          income tax purposes and a “foreign person” (as that term is used in Section
          1.6041-4(a)(4) of the United States Treasury Regulations) for U.S. federal
          income tax purposes.

        


        4)  [Reserved]

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        5)  Documents
          to be Delivered.
          For the
          purpose of Section 4(a)(i) and 4(a)(iii): 

         

        (1)  
          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

                	
                  Any
                    document required or reasonably requested to allow the other
                    party to make
                    payments under this Agreement without any deduction or withholding
                    for or
                    on the account of any Tax or with such deduction or withholding
                    at a
                    reduced rate.

                	
                  Promptly
                    after the earlier of (i) reasonable demand by either party or
                    (ii)
                    learning that such form or document is
                    required.

                


        

        


        


        (2)  
          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) Representation

                
	
                  Party
                    A and Party B

                	
                  Any
                    documents to evidence the authority of the delivering party for
                    it to
                    execute and deliver this Confirmation.

                	
                  Upon
                    the execution and delivery of this Agreement and such
                    Confirmation.

                	
                  Yes

                
	
                  Party
                    A and Party B

                	
                  A
                    certificate of an authorized officer of the party, as to the
                    incumbency
                    and authority of the respective officers of the party signing
                    this
                    Confirmation.

                	
                  Upon
                    the execution and delivery of this Confirmation.

                	
                  Yes

                
	
                  Party
                    A

                	
                  Legal
                    opinion(s) with respect to such party and its Credit Support
                    Provider, if
                    any, for it, reasonably satisfactory in form and substance to
                    the other
                    party relating to the enforceability of the party’s obligations under this
                    Agreement.

                	
                  Upon
                    the execution and delivery of this Agreement.

                	
                  No

                
	
                  Party
                    A and Party B

                	
                  Indemnification
                    agreement executed by each of Party A and Financial Asset Securities
                    Corp.
                    with respect to information included in any free writing prospectus
                    and
                    the prospectus supplement related to the Class A Certificates
                    and Class M
                    Certificates.

                	
                  Concurrently
                    with the printing of any preliminary prospectus supplement and
                    the
                    prospectus supplement related to the Class A and Class M
                    Certificates.

                	
                  No

                
	
                  Party
                    A

                	
                  A
                    copy of the most recent annual report of such party (only if
                    available)
                    and its Credit Support Provider, if any, containing in all cases
                    audited
                    consolidated financial statements for each fiscal year certified
                    by
                    independent certified public accountants and prepared in accordance
                    with
                    generally accepted accounting principles in the United States
                    or in the
                    country in which such party is organized.

                	
                  Promptly
                    after request by the other party.

                	
                  Yes

                
	
                  Party
                    B

                	
                  Each
                    other report or other document required to be delivered by or
                    to Party B
                    under the terms of the Pooling and Servicing Agreement, other
                    than those
                    required to be delivered directly by the Trustee to Party A
                    thereunder.

                	
                  Promptly
                    upon request by Party A, or with respect to any particular type
                    of report
                    or other document as to which Party A has previously made request
                    to
                    receive all reports or documents of that type, promptly upon
                    delivery or
                    receipt of such report or document by Party B.

                	
                  Yes

                


        

        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        6)  Other
          Provisions.

         

        (a)  Address
          for Notices:
          For the
          purposes of Section 12(a) of this Agreement: 

         

        Address
          for notices or communications to Party A:

         

        
          	
                  Address:

                	
                  452
                    Fifth Avenue, New York, NY 10018

                
	
                  Attention:

                	
                  Christian
                    McGreevy

                
	
                  Facsimile:

                	
                  212-525-8710

                
	
                  Telephone:
                    

                	
                  212-525-5517

                


        

         

        Please
          direct all settlement inquiries to:

        


        HSBC
          Bank USA, National Association

        Derivative
          Settlements

        Attention:     Jeffrey
          Lombino

        Telephone:    (212)
          525-5393

        Fax:         (212)
          525-6903

        


        Address
          for notices or communications to Party B:

        


        Address:             
           Soundview
          Home Loan Trust 2006-A

        c/o
          Deutsche Bank National Trust Company

        1761
          E.
          St. Andrew Place

        Santa
          Ana, CA 92705

        Attn:
          Trust Admin, Soundview Home Loan Trust 2006-A

        Facsimile
          No.: 714-247-6478

        Telephone
          No: 714-247-6000

         

        (For
          all
          purposes)

         

        (b)  Process
          Agent.
          For the
          purpose of Section 13(c):

         

        Party
          A
          appoints as its Process Agent: Not Applicable

        Party
          B
          appoints as it Process Agent: Not Applicable

        


        (c)  Offices.
          The
          provisions of Section 10(a) will not apply to this Agreement; for purposes
          of
          this Transaction, it will be deemed that neither Party A nor Party B has
          any
          Offices other than as set forth in the Notices Section and Party A agrees
          that,
          for purposes of Section 6(b) of the ISDA Form Master Agreement, it shall
          be
          deemed not to have any Office other than one in the United States.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        (d)  Multibranch
          Party.
          For the
          purpose of Section 10(c) of the ISDA Form Master Agreement:

         

        Party
          A
          is not a Multibranch Party.

         

        Party
          B
          is not a Multibranch Party.

         

        (e)  Calculation
          Agent.
          The
          Calculation Agent is Party A; provided
          however,
          if an
          Event of Default has occurred with respect to Party A, then Party B or
          a
          Reference Market-maker designated by Party B shall be Calculation
          Agent.

         

        (f)  Credit
          Support Document.
          Initially with respect to Party A, not applicable; however,
          if
          required pursuant to Paragraph 3(6)(q)(iv) hereof, a guaranty satisfactory
          to
          Party B and the Rating Agencies. With respect to Party B, not applicable.
          

         

        (g)  Credit
          Support Provider.

         

        Party
          A:
          Not Applicable

         

        Party
          B:
          Not Applicable

         

        (h)  Governing
          Law.
          The
          parties to this ISDA Agreement hereby agree that the law of the State of
          New
          York shall govern their rights and duties in whole, without regard to the
          conflict of law provisions thereof other than New York General Obligations
          Law
          Sections 5-1401 and 5-1402.

         

        (i)  Non-Petition.
          Party A
          hereby irrevocably and unconditionally agrees that it will not institute
          against, or join any other person in instituting against or cause any other
          person to institute against Party B, the Supplemental Interest Trust or
          the
          trust formed pursuant to the Pooling and Servicing Agreement, any bankruptcy,
          reorganization, arrangement, insolvency, or similar proceeding under the
          laws of
          the United States, or any other jurisdiction for the non-payment of any
          amount
          due hereunder or any other reason until the payment in full of the Certificates
          and the expiration of a period of one year plus ten days (or, if longer,
          the
          applicable preference period) following such payment.

         

        (j)  Non-Recourse
          Provisions.
          

         

        Notwithstanding
          any provision herein or in the ISDA Form Master Agreement to the contrary,
          the
          obligations of Party B hereunder are limited recourse obligations of the
          Party
          B, payable  solely
          from the Swap Account (as defined in the Pooling and Servicing Agreement)
          and
          the proceeds thereof to satisfy Party B’s obligations hereunder. 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
          distribution of the proceeds thereof in accordance with the Indenture,
          any
          claims against or obligations of Party B under the ISDA Form Master Agreement
          or
          any other confirmation thereunder, still outstanding shall be extinguished
          and
          thereafter not revive.

         

        (k)  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 and shall remain applicable to all other parties and circumstances
          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.

         

        The
          parties shall endeavor to engage in good faith negotiations to replace
          any
          invalid or unenforceable term, provision, covenant or condition with a
          valid or
          enforceable term, provision, covenant or condition, the economic effect
          of which
          comes as close as possible to that of the invalid or unenforceable term,
          provision, covenant or condition.

         

        (l)  Consent
          to Recording.
          Each
          party hereto consents to the monitoring or recording, at any time and from
          time
          to time, by the other party of any and all communications between officers
          or
          employees of the parties, waives any further notice of such monitoring
          or
          recording, and agrees to notify its officers and employees of such monitoring
          or
          recording.

         

        (m)  Waiver
          of Jury Trial.
          Each
          party to this Agreement respectively waives any right it may have to a
          trial by
          jury in respect of any Proceedings relating to this Agreement, any Credit
          Support Document or any of the transactions contemplated hereby.

         

        (n)  Set-Off.
          Notwithstanding
          any provision of this Agreement or any other existing or future agreement,
          each
          party irrevocably waives any and all rights it may have to set off, net,
          recoup
          or otherwise withhold or suspend or condition payment or performance of
          any
          obligation between it and the other party hereunder against any obligation
          between it and the other party under any other agreements. The provisions
          for
          Set-off set forth in Section 6(e) of the ISDA Form Master Agreement shall
          not apply for purposes of this Transaction.

         

        (o)  “Affiliate”
          will
          have the meaning specified in Section 14 of the ISDA Form Master Agreement,
          provided that Party A and Party B shall be deemed to not have any Affiliates
          for
          purposes of this Agreement, including for purposes of Section
          6(b)(ii).

         

        (p) Section
          3
          of the ISDA Form Master Agreement is hereby amended by adding at the end
          thereof
          the following subsection (g):

         

        “(g)
          Relationship
          Between Parties.

        Each
          party represents to the other party on each date when it enters into a
          Transaction that:--

         

        (1)   Nonreliance.
          (i) It
          is not relying on any statement or representation of the other party regarding
          the Transaction (whether written or oral), other than the representations
          expressly made in this Agreement or the Confirmation in respect of that
          Transaction and (ii) it has consulted with its own legal, regulatory, tax,
          business, investment, financial and accounting advisors to the extent it
          has
          deemed necessary, and it has made its own investment, hedging and trading
          decisions based upon its own judgment and upon any advice from such advisors
          as
          it has deemed necessary and not upon any view expressed by the other
          party.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        (2)   Evaluation
          and Understanding.

         

        (i)   It
          has
          the capacity to evaluate (internally or through independent professional
          advice)
          the Transaction and has made its own decision to enter into the Transaction
          and
          in the case of Party B, it has been directed by the Pooling and Servicing
          Agreement to enter into this Transaction; and

         

        (ii)   It
          understands the terms, conditions and risks of the Transaction and is willing
          and able to accept those terms and conditions and to assume those risks,
          financially and otherwise.

         

        (3)   Purpose.
          It is
          entering into the Transaction for the purposes of managing its borrowings
          or
          investments, hedging its underlying assets or liabilities or in connection
          with
          a line of business.

         

        


        (4) Status
          of Parties.
          The
          other party is not acting as agent, fiduciary or advisor for it in respect
          of
          the Transaction,

        


        (5) Eligible
          Contract Participant.
          It is
          an “eligible swap participant” as such term is defined in Section 35.1(b)(2) of
          the regulations (17 C.F.R 35) promulgated under, and it constitutes an
“eligible
          contract participant” as such term is defined in Section 1(a)12 of the Commodity
          Exchange Act, as amended.”

        


        (q)
          The
          ISDA Form Master Agreement is hereby amended as follows

        


        (i) The
          word
“third” shall be replaced by the word “second” in the third line of
          Section 5(a)(i) of the ISDA Form Master Agreement.

        


        (ii)  Transfer,
          Amendment and Assignment.
          No
          transfer, amendment, waiver, supplement, assignment or other modification
          of
          this Transaction shall be permitted by either party (other than a change
          of
          Counterparty in connection with a change of Trustee in accordance with
          the
          Pooling and Servicing Agreement) unless each of Standard and Poor’s, a Division
          of the McGraw Hill Companies, Inc. (“S&P”) “Moody’s” means Moody’s Investors
          Service, Inc. has been provided notice of the same and confirms in writing
          (including by facsimile transmission) that it will not downgrade, qualify,
          withdraw or otherwise modify its then-current rating of the
          Certificates.

         

        (iii) Additional
          Termination Events. Additional
          Termination Events will apply: 

        


        (a)  
          If a
          Rating Agency Downgrade has occurred and Party A has not complied with
          Paragraph
          3(6)(q)(iv) 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 an Additional Termination Event. 

         

        (b)
          If,
          at any time, the Terminator 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 the Form Master Agreement, either
          Party A
          or Party B may designate an Early Termination Date in respect of this Additional
          Termination Event. 

         

        (c)
           If,
          upon
          the occurrence of a Swap Disclosure Event (as defined in Paragraph 3(6)(u)
          below) Party A has not, within five (5) Business Days after such Swap Disclosure
          Event complied with any of the provisions set forth in Paragraph 3(6)(u)(iii)
          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.

        


        (iv) Rating
          Agency Downgrade. In
          the
          event that (1) Party A’s short-term unsecured and unsubordinated debt rating is
          reduced below "A-1" by S&P (or if its short-term rating is not available by
          S&P, in the event that its long-term unsecured and unsubordinated debt
          rating is withdrawn or reduced below “A+” by S&P) or (2) its short-term
          unsecured and unsubordinated debt rating is reduced below “P1” by Moody’s (or,
          if its short-term rating is not available by Moody's, its long-term unsecured
          and unsubordinated debt rating is withdrawn or reduced below “A1” by Moody's) or
          (3) its short-term unsecured unsubordinated debt rating is reduced below
“F1” by
          Fitch (or, if its short-term rating is not available by Fitch, its long-term
          unsecured and unsubordinated debt rating is withdrawn or reduced below
“AA” by
          Fitch) (and together with S&P, the “Cap Rating Agencies”, and such rating
          thresholds, “Approved Rating Thresholds”), then within 30 days after such rating
          withdrawal or downgrade (unless, within 30 days after such withdrawal or
          downgrade each Cap Rating Agency has reconfirmed its rating for Party A
          which
          was in effect immediately prior to such withdrawal or downgrade), Party
          A shall,
          subject to the Rating Agency Condition, at its own expense: 

        


        (a) assign
          this Transaction to another counterparty, which counterparty shall have
          the
          Approved Rating Thresholds and shall have been approved by Party B on terms
          substantially similar to the terms of this Confirmation;

        


        (b) obtain
          guaranty of, or a contingent agreement of another person with the Approved
          Rating Thresholds, to honor Party A’s obligations under this Confirmation;
          provided that such other person has been approved by Party B; 

        


        (c) post
          collateral which will be sufficient to the applicable Cap Rating Agency
          to
          maintain or restore the ratings of the Certificates existing immediately
          prior
          to such withdrawal or downgrade of Party A’s ratings; or

        


        (d) establish
          any other arrangement satisfactory to Party B and each Cap Rating Agency,
          in
          each case, sufficient to maintain or restore the ratings of the Certificates
          existing immediately prior to such withdrawal or downgrade of Party A’s
          ratings.

        


        Notwithstanding
          the previous paragraph, in the event that Party A’s short-term unsecured and
          unsubordinated debt rating is withdrawn or reduced below “A-3” by S&P or, if
          there is no short-term rating, its long-term unsecured and unsubordinated
          debt
          rating is withdrawn or reduced below “BBB-” by S&P, then within 10 days of
          such rating withdrawal or downgrade (unless, within 10 days after such
          withdrawal or downgrade S&P has reconfirmed the rating of the Certificates
          which was  in effect immediately prior to such withdrawal or downgrade),
          Party A shall, subject to the Rating Agency Condition, at its own expense,
          assign this Transaction to another counterparty with the Approved Rating
          Thresholds and approved by Party B on terms substantially similar to this
          Confirmation and obtain a confirmation from S&P that such action is
          sufficient to maintain or restore the immediately prior ratings of the
          Certificates.

        


        For
          purposes of these provisions, “Rating Agency Condition” means, with respect to
          any particular proposed act or omission to act hereunder in connection
          with a
          withdrawal or downgrade of any of Party A’s ratings as described above that
          Party A must consult with each of the Cap Rating Agencies then providing
          a
          rating of the Certificates that has reduced Party A’s ratings as described above
          (or with respect to any action pursuant to clause (d), each Cap Rating
          Agency)
          and receive from each such Cap Rating Agency a written confirmation, prior
          to
          taking any such action, that such withdrawal or downgrade of any of Party
          A’s
          ratings, after giving effect to any such proposed action or omission, would
          not
          cause a downgrade or withdrawal of the ratings of the Certificates existing
          immediately prior to such withdrawal or downgrade of Party A’s
          ratings.

        


        (r)
          Limitation
          of Liability.
          It is
          expressly understood and agreed by the parties hereto that (a) this Agreement
          is
          executed and delivered by Deutsche Bank National Trust Company (“Deutsche
          Bank”), not individually or personally but solely as Supplemental Interest Trust
          Trustee on behalf of the Supplemental Interest Trust, 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 under this
          Agreement or any other related documents.

        


        (s)
          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 Sections 4.01 of the Pooling and Servicing Agreement
          and
          Party A’s right to receive payment of such amounts shall be subject to Sections
          4.01 of the Pooling and Servicing Agreement. 

        


        (t)
          Payment
          Instructions.
          Party A
          hereby agrees that, unless notified in writing by Party B of other payment
          instructions, any and all amounts payable by Party A to Party B under this
          Agreement shall be paid to Party B at the account specified in Section
          5.

        


        (u)
          Compliance
          with Regulation AB. 

        


        (i) Party
          A
          agrees and acknowledges that Financial Asset Securities Corp. (“the Depositor”)
          is required under Regulation AB as defined under the Pooling and Servicing
          Agreement, to disclose certain financial information regarding Party A
          or its
          group of affiliated entities, if applicable, depending on the aggregate
          “significance percentage” of this Agreement and any other derivative contracts
          between Party A or its group of affiliated entities, if applicable, and
          Counterparty, as calculated from time to time in accordance with Item 1115
          of
          Regulation AB. 

        


        (ii) It
          shall
          be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day
          after the date hereof, the Depositor requests from Party A the applicable
          financial information described in Item 1115 of Regulation AB (such request
          to
          be based on a reasonable determination by the Depositor, in good faith,
          that
          such information is required under Regulation AB) (the “Swap
          Financial Disclosure”).

         

        (iii) Upon
          the
          occurrence of a Swap Disclosure Event, Party A, at its own expense, shall
          (1)(a)
          either (i) provide to the Depositor the current Swap Financial Disclosure
          in an
          EDGAR-compatible format (for example, such information may be provided
          in
          Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii)
          provide written consent to the Depositor to incorporation by reference
          of such
          current Swap Financial Disclosure that are filed with the Securities and
          Exchange Commission in the reports of the Trust filed pursuant to the Exchange
          Act, (b) if applicable, cause its outside accounting firm to provide its
          consent
          to filing or incorporation by reference of such accounting firm’s report
          relating to their audits of such current Swap Financial Disclosure in the
          Exchange Act Reports of the Depositor, and (c) provide to the Depositor
          any
          updated Swap Financial Disclosure with respect to Party A or any entity
          that
          consolidates Party A within five days of the release of any such updated
          Swap
          Financial Disclosure; or (2) secure another entity to replace Party A as
          party
          to this Agreement on terms substantially similar to this Agreement and
          subject
          to prior notification to the Swap Rating Agencies, which entity (or a guarantor
          therefor) meets or exceeds the Approved Rating Thresholds and which satisfies
          the Rating Agency Condition and which entity is able to comply with the
          requirements of Item 1115 of Regulation.

        


        (iv) If
          the
          Depositor reasonably requests, Party A shall provide such other information
          as
          may be necessary for the Depositor to comply with Item 1115 of Regulation
          AB.

        


        (v) the
          Depositor shall be an express third party beneficiary of this Agreement
          as if a
          party hereto to the extent of the Depositor’ rights explicitly specified in this
          Paragraph 3(6)(u).

        


        4. Account
          Details:

        


        Payments
          to Party
          A:                            
 HSBC
          Bank
          USA, National Association

        ABA
          #
          021-001-088

        For
          credit to Department 299

        A/C:
          000-04929-8

        HSBC
          Derivative Products Group


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        


        Payments
          to Party
          B:                             
 Deutsche
          Bank Trust Company Americas

        ABA
          021-001-033

        A/C
          01419663

        A/C
          Name:
          NYLTD Funds Control - Stars West

        Ref:
          Soundview Home Loan Trust 2006-A GC06SA

        


        5. Office:

        


        
          	 	
                  Party
                    A is acting through its New York Office for the purposes of this
                    Transaction.

                


        

        


        
          
            6.
              
 

        

        Please
          confirm that the forgoing correctly sets forth the terms of our agreement
          by
          having an authorized officer sign this Confirmation and return it via facsimile
          to:

        


        HSBC
          Bank
          USA, National Association

        Swap
          Documentation

        Attention:     Christian
          McGreevy

        Telephone:    (212)
          525-8710

        Fax:            
              (212)
          525-5517

        


        Please
          direct all settlement inquiries to:

        


        HSBC
          Bank
          USA, National Association

        Derivative
          Settlements

        Attention:     Jeffrey
          Lombino

        Telephone:          
              (212)
          525-5393

        Fax:                      
            (212)
          525-6903

        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        This
          message will be the only form of Confirmation dispatched by us. Please
          execute
          and return it to us by facsimile immediately. If you wish to exchange hard
          copy
          forms of this Confirmation, please contact us.

        


        


        Yours
          sincerely,

        


        


        
          	
                  HSBC
                    BANK USA, NATIONAL ASSOCIATION

                
	 	 
	
                  By:

                	 
	 	
                  Authorized
                    Signature

                


        

        


        


        
          	
                  Confirmed
                    as of the date first written above:

                   

                  Deutsche
                    Bank National Trust Company, not
                    individually, but solely as  Supplemental
                    Interest Trust Trustee on
                    behalf of the Supplemental Interest Trust (each
                    as defined herein) with respect to Soundview
                    Home Loan Trust 2006-A, Asset-Backed
                    Certificates, Series 2006-A

                
	 	 
	
                  By:

                	 
	
                  Name:

                	 
	
                  Title:

                	 


        

        


        Attachment

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        Exhibit
          I

         

        

          
            	
                    For
                      the Calculation Periods

                  	
                    Notional
                      Amount

                  
	
                    From
                      and including:*

                  	
                    To
                      but excluding:*

                  	
                    in
                      USD:

                  
	
                    The
                      Effective Date

                  	
                    December
                      25, 2006

                  	
                    1,768,450.83

                  
	
                    December
                      25, 2006

                  	
                    January
                      25, 2007

                  	
                    1,681,628.78

                  
	
                    January
                      25, 2007

                  	
                    February
                      25, 2007

                  	
                    1,599,061.55

                  
	
                    February
                      25, 2007

                  	
                    March
                      25, 2007

                  	
                    1,520,540.93

                  
	
                    March
                      25, 2007

                  	
                    April
                      25, 2007

                  	
                    1,445,868.90

                  
	
                    April
                      25, 2007

                  	
                    May
                      25, 2007

                  	
                    1,374,857.10

                  
	
                    May
                      25, 2007

                  	
                    June
                      25, 2007

                  	
                    1,307,326.40

                  
	
                    June
                      25, 2007

                  	
                    July
                      25, 2007

                  	
                    1,243,106.40

                  
	
                    July
                      25, 2007

                  	
                    August
                      25, 2007

                  	
                    1,182,035.05

                  
	
                    August
                      25, 2007

                  	
                    September
                      25, 2007

                  	
                    1,123,958.22

                  
	
                    September
                      25, 2007

                  	
                    October
                      25, 2007

                  	
                    1,065,078.63

                  
	
                    October
                      25, 2007

                  	
                    November
                      25, 2007

                  	
                    996,696.84

                  
	
                    November
                      25, 2007

                  	
                    December
                      25, 2007

                  	
                    947,041.21

                  
	
                    December
                      25, 2007

                  	
                    January
                      25, 2008

                  	
                    900,493.50

                  
	
                    January
                      25, 2008

                  	
                    February
                      25, 2008

                  	
                    856,229.02

                  
	
                    February
                      25, 2008

                  	
                    March
                      25, 2008

                  	
                    814,135.95

                  
	
                    March
                      25, 2008

                  	
                    April
                      25, 2008

                  	
                    774,107.95

                  
	
                    April
                      25, 2008

                  	
                    May
                      25, 2008

                  	
                    736,043.87

                  
	
                    May
                      25, 2008

                  	
                    June
                      25, 2008

                  	
                    699,847.53

                  
	
                    June
                      25, 2008

                  	
                    July
                      25, 2008

                  	
                    665,427.44

                  
	
                    July
                      25, 2008

                  	
                    August
                      25, 2008

                  	
                    632,696.57

                  
	
                    August
                      25, 2008

                  	
                    September
                      25, 2008

                  	
                    601,572.17

                  
	
                    September
                      25, 2008

                  	
                    October
                      25, 2008

                  	
                    571,975.54

                  
	
                    October
                      25, 2008

                  	
                    November
                      25, 2008

                  	
                    543,831.81

                  
	
                    November
                      25, 2008

                  	
                    December
                      25, 2008

                  	
                    517,069.79

                  
	
                    December
                      25, 2008

                  	
                    January
                      25, 2009

                  	
                    491,621.77

                  
	
                    January
                      25, 2009

                  	
                    February
                      25, 2009

                  	
                    467,423.35

                  
	
                    February
                      25, 2009

                  	
                    March
                      25, 2009

                  	
                    444,413.28

                  
	
                    March
                      25, 2009

                  	
                    April
                      25, 2009

                  	
                    422,533.31

                  
	
                    April
                      25, 2009

                  	
                    May
                      25, 2009

                  	
                    401,728.04

                  
	
                    May
                      25, 2009

                  	
                    June
                      25, 2009

                  	
                    381,944.79

                  
	
                    June
                      25, 2009

                  	
                    July
                      25, 2009

                  	
                    363,133.45

                  
	
                    July
                      25, 2009

                  	
                    August
                      25, 2009

                  	
                    345,246.36

                  
	
                    August
                      25, 2009

                  	
                    September
                      25, 2009

                  	
                    328,238.20

                  
	
                    September
                      25, 2009

                  	
                    October
                      25, 2009

                  	
                    312,065.87

                  
	
                    October
                      25, 2009

                  	
                    November
                      25, 2009

                  	
                    296,688.38

                  
	
                    November
                      25, 2009

                  	
                    December
                      25, 2009

                  	
                    282,066.73

                  
	
                    December
                      25, 2009

                  	
                    January
                      25, 2010

                  	
                    268,163.85

                  
	
                    January
                      25, 2010

                  	
                    February
                      25, 2010

                  	
                    254,944.48

                  
	
                    February
                      25, 2010

                  	
                    March
                      25, 2010

                  	
                    242,375.09

                  
	
                    March
                      25, 2010

                  	
                    The
                      Termination Date

                  	
                    230,423.79

                  


          

        

         

        *
          For Party A Amounts: All dates listed above (with the exception of the
          Effective
          Date), are subject to adjustment in accordance with the Following Business
          Day
          Convention

        


        *
          For Party B Amounts: All dates listed above shall not be subject to adjustment
          in accordance with any Business Day Convention



       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      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

                Issuing
                  entity

                Master
                  Servicer

                Originator
                  

                Custodian
                  

                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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